2015 Annual General Meeting

Simon ThomasChief Executive Officer

17 November 2015For

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This Document should not be considered as an offer or invitation to subscribe for or purchase any securities in OTOC Limited(“OTOC” or “The Company”) or as an inducement to make an offer or invitation with respect to those securities. No agreement tosubscribe for securities in OTOC should be entered into on the basis of this Document.

This Document contains high level information only and does not purport to be all inclusive or to contain all information which itsrecipients may require in order to make an informed assessment of OTOC and its prospects. Any forecasts and forward lookinginformation contained in this Document are subject to risks and uncertainties and are not a guarantee of future performance.Actual performance will almost certainly differ from those expressed or implied.

OTOC makes no representation or warranty, express or implied, as to the accuracy, currency or completeness of the informationpresented herein. Information contained in this Document may be changed, amended or modified at any time by OTOC. OTOC isunder no obligation to update any information or correct any error or omission which may become apparent after this Documenthas been issued.

To the extent permitted by law, OTOC and its officers, employees, related bodies corporate and agents (‘Associates’) disclaim allliability, direct, indirect or consequential (and whether or not arising out of the negligence, default or lack of care of OTOC and/orits Associates) for any loss or damage suffered by recipients of this Document or other persons arising out of, or in connectionwith, any use of or reliance on this Document or information contained herein. By accepting this Document, the recipient agreesthat it shall not hold OTOC or its Associates liable in any such respect for the provision of this Document or any other informationprovided in relation to this Document.

Recipients of this Document must make their own independent investigations, consideration and evaluation of the informationcontained herein. Any recipient that proceeds further with its investigations, consideration or evaluation of the informationdescribed herein shall make and rely solely upon its own investigations and inquiries and will not in any way rely upon thisDocument. Recipients of this Document should not act or refrain from acting in reliance on material in this Document.

Disclaimer

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1. Introduction

2. Business Lines

3. Securing the Future

4. Summary and Outlook

Agenda

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Company Overview

Corporate Snapshot Share Price Performance – from 1 July 2014

Board & Management

Share Price (ASX: OTC) $0.175

Ordinary Shares 264m

Market Capitalisation $46m

Enterprise Value $51m

Derek La Ferla Non-Executive Chairman

Adam Lamond Executive Director

Tom Lawrence Non-Executive Director

Karl Paganin Non-Executive Director

Simon Thomas Chief Executive Officer

Brian Mangano Chief Financial Officer

Lisa Wynne Company Secretary

Substantial Shareholders

Directors 23.4%

Acorn Capital 9.2%

Paradice Investment 7.1%

Reindeer Investments 5.2%

OTOC provides surveying, town planning and infrastructure services throughout Australasia. OTOC delivers quality service to clients across a range of industries and is an emerging leader in the provision of professional consulting and innovative spatial solutions.

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2015 – Highlights

FINANCIAL

OPERATIONAL

STRATEGIC

• FY2015 Underlying EBITDA of $4.3m

• FY2015 Pro-Forma Survey EBITDA of ~$10m

• Strong balance sheet with cash of $10.2m at 30 June 2015

• New commercial bill facility established with Commonwealth Bank of Australia

• 100% LTI free

• Creation of a national Surveying, Town Planning & Design Division

• Restructured WA businesses and reduced overhead costs

• Infrastructure division awarded new projects at Nauru and DeGrussa Mine

• Created sustainable operating and financial platform

• Implemented first stage of national surveying strategy

• Completed acquisitions of Bosco Jonson, Geo-Metric and THG

• Evaluating future surveying acquisitions and growth pathways

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2015 – Creating a Sustainable Platform for Growth

Underlying Objectives – Setting a Base for Sustainability

• Transition from declining WA resources sector

• Leverage our strengths and experience in surveying, town planning and infrastructure services

• Develop a national business with exposure to multiple industries

• Structure our earnings to be recurring, predictable and sustainable

• Build a corporate profile with investors and clients – simple strategy, well executed

• Ensure a strong balance sheet to underpin growth and shareholder returns

Surveying Infrastructure Corporate

National surveying strategy

Platform for growth

Value-accretive acquisitions

Diverse client portfolio

Service offerings to key markets nationally – property, commercial, infrastructure, resources

Government and civil infrastructure success

FY16 order book secured

Restructured WA business

Reduced overhead costs

Focus towards sustaining capital programs

Board aligned with growth strategy

Strong leadership team aligned to deliver performance targets

Capacity to manage growth

Strong balance sheet – $10m equity raising completed, CBA facility in place

Increased institutional ownership

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Business Lines

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VIC

Land and Urban

September 2014

NSW, QLD, VIC & WA

Infrastructure,

Resources

December 2014

QLD

Land and Urban,

Infrastructure, Resources

May 2015

WA

Land and Urban,

Resources

2010

Professional Services – Surveying, Town Planning and Design

Location:

Industry Focus:

Acquired:

Professional services business model: recurring revenue, solid earnings margins, low capital expenditure

Diversified end-user exposure: property, land and urban development, civil infrastructure, government, resources

National roll-up strategy underway: fragmented marketed – acquisition targets identified, revenue & cost synergies

Strong and consistent earnings: Q1 FY2016 EBITDA $3.1m

OTOC is Creating a National Surveying, Town Planning & Design Business

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Advance National Surveying Strategy

• Targeting acquisitions that enhance geographic market presence and service capability

• Sydney land and urban development markets are a priority

• Strategic geographic bolt-on opportunities

Realise Synergies

• Significant progress with revenue and cost synergies

• Revenue: national service offering for property developers, “cross-state tenders”, specialist laser scanning equipment

• Cost: developing centralised Finance, IT and HR, realised insurance and procurement savings

Grow Earnings

• First full year ownership of acquired businesses, performing in-line with budget

• Q1 FY2016 EBITDA $3.1m

5.1x 5.3x

6.8x

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Sydney Light Rail

7,500 Lot Development

Continued upward dwelling approval rates

Ellenbrook Services Extension

Tanami Road upgrade

64 Square Kilometre Array

Professional Services – Surveying, Town Planning and Design

FY2016 Actions

Professional Services Valuation Multiples

Project Association

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Infrastructure Division – Construction

Excellent Project Execution

• On-time and budget delivery for key clients Canstruct, BMA, Rio Tinto and Air Services Australia

• Lost Time Injury (LTI) free

Implemented Strategic Review Outcomes

• Re-based business plan focussed on civil and government infrastructure provides a lower risk profile

• Reduced overhead and fixed cost base

• New General Manager – Simon Lukan (formerly with Monadelphous)

• Positive FY2015 EBITDA $0.8m

Secured FY2016 Order Book

• Canstruct: installation of permanent settlement village, hospital and school at Nauru Island

• Juwi: installation of 10.6MW solar power system at Degrussa

• Air Services Australia: procurement, installation & commissioning of fibre optic ring at Perth Airport

Deliver Order Book

• FY2016 work in hand circa ~$43m

• Equates to 100% of FY2016 budgeted revenue

• EBITDA expected to cover OTOC Limited corporate costs and group overhead

Targeting Projects with Strategic Clients

• Government infrastructure

• Civil infrastructure

• Renewable energy

• Resources Sustaining Capital

• Infrastructure projects that meet strict criteria

Grow Earnings

• Q1 FY2016 EBITDA $1.4m

FY2015 Achievements FY2016 Actions

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Securing the Future

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Earnings Update

EBITDA for Quarter Ended 30 September 2015

Q1 2016($m)

Q1 2016(%)

Professional Services – Surveying, Town Planning and Design $3.1m 70%

Infrastructure Services $1.4m 30%

Operations $4.5m 100%

Corporate costs ($0.8m)

Total $3.7m

OTOC Market Valuation - November 2015

Share Price (ASX: OTC) $0.175

Ordinary shares on issue 264m

Market capitalisation $46.2m

Cash (30-Sep) $10.0m

Debt (30-Sep)1 $15.3m

Enterprise Value $51.5m

Source: unaudited management accounts

Note 1: CBA Debt ($6.75m) and Hire Purchase ($8.5m)

Strong start to FY2016

• Q1 FY16 EBITDA $3.7m vs FY15 $4.3m (full-year)

• EBITDA margin ~14%

• First period ownership of acquired Survey businesses and strong performance from Infrastructure Division

Attractive Valuation Metrics

• Annualised FY16 EBITDA multiple ~3.5-3.7x

• ASX-listed professional services multiples +6x EBITDA

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Diversified Revenue Base

50%

15%

2%

4%

28% 39%

17%4%

12%

28%

Revenue by location - Q1 FY2016

OTOC has developed a national customer base, providing diversification against any geographic or industry specific macro weakness

Revenue by location - FY2015

VIC

WA

NSW

QLD

International

VIC

WA

NSW

QLD

International

Diversification across geographic markets

• Rebalanced revenue away from historic concentration in WA

• East Coast Australia ~33% revenue in Q1 FY2016, expected to increase in future periods

Diversification across national industry sectors

• Property

• Infrastructure – commercial and government

• Town Planning

• Resources

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Revenue

Transitioning to a Professional Services Business Model

OTOC has developed a sustainable financial model

Diversified markets, consistent revenue, higher margins, strong free cash flow

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CF from Operations (LHS)

Cash (RHS)

Improved Conversion to Cash and LiquidityTargeting Recurring Revenue, Higher Earnings Margins

Improved quality of earnings

• Moved from contracting (high revenue, low margins) to professional services revenue model

• Consistent fee revenue

• Higher earnings margins, without execution risk

• Low capex, strong free cash flow

Grown market cap and net assets through bottom of resource cycle; strong platform for growth through a national professional services business

EBITDA

Net Assets Market Cap

CF from operations

Cash

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Summary and Outlook

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Summary and Outlook

FY2016 Outlook

Surveying, Town Planning & Design

• Continue to implement national strategy - Growth

• Integration and synergies

• Value-accretive acquisitions

Infrastructure Services

• FY16 infrastructure order book $43m

• Earnings underpin growth strategy

• Focus towards sustaining capital and infrastructure works programs

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Summary and Outlook

Investment Highlights

Fast-growing professional services company

Growth platform - National surveying strategy

Diversified revenue base – national clients and industry exposure

Targeting recurring, predictable and sustainable earnings

Robust balance sheet to underpin growth

Strong earnings growth anticipated in FY2016

Attractive valuation multiplesFor

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Simon Thomas Chief Executive Officer

Brian ManganoChief Financial Officer

Tel (08) 9317 0628

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