==> picture [118 x 103] intentionally omitted <==

EVZ%LIMITED% ABN !87!010!550!357! ACN !010!550!357!

19!May!2017!

The!Manager! Company!Announcements!Office! Australian!Stock!Exchange!Limited! 20!Bridge!Street! SYDNEY!NSW!2000!

Offer%Information%Booklet%and%Acceptance%Form%

The!attached!Offer!Information!Booklet!and!Acceptance!Form!has!been!sent!to!Eligible!Shareholders!in! relation!to!the!fully!underwritten!Renounceable!ProNRata!Entitlement!Offer.!

For!further!information!please!contact:! Ian!Wallace! Company!Secretary! EVZ!Limited! Tel:!+61!3!9545!5288! Mob:!+61!418137844! Email:[email protected]

About%EVZ%Limited%(ASX:%EVZ)%

EVZ!Limited!is!an!industrial!group!with!a!portfolio!of!specialist!businesses!in!the!engineering!services! sector.! ! EVZ! operates! in! the! areas! of! power! generation,! bulk! storage! tank! design,! engineering! and! construction!and!stormwater!management!through!subsidiaries!TSF!Engineering,!Brockman!Engineering! and!Syfon!Systems.!!For!further!information!please!visit!our!website!www.evz.com.au

EVZ$Limited$–$22$Hargreaves$Street,$Huntingdale$Victoria$3166,$PO$Box$1070$Huntingdale,$Victoria$ 3166$

Tel:$+61$3$9545$5288,$Fax:$+61$3$9542$6061$

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EVZ LIMITED ABN 87 010 550 357

RENOUNCEABLE PRO RATA ENTITLEMENT OFFER OFFER INFORMATION BOOKLET

20 for 11 Pro Rata Renounceable Entitlement Offer at an Offer Price of $0.01 (1 cent) per New Share to raise approximately $4,379,415 (before costs)

The Entitlement Offer closes at 5.00pm (Melbourne time) on Tuesday, 30 May 2017

The Entitlement Offer is fully underwritten by Blue Ocean Equities Pty Limited.

This Offer Booklet and accompanying Acceptance Form are important documents that require your immediate attention. They should be read in their entirety. If, after reading the Offer Booklet and accompanying Acceptance Form, you have any questions, you should contact your stockbroker, solicitor, accountant or other professional adviser. This Offer Booklet is not a prospectus and has not been (and will not be) lodged with the Australian Securities and Investments Commission.

Not for distribution of release in the United States or to U.S. persons.

If you do not lodge an Acceptance Form by 5.00pm (Melbourne time) on Tuesday, 30 May 2017 , you will not be issued New Shares in the Company.

Important Information

This Offer Booklet is issued by EVZ Limited (ABN 87 010 550 357) ( EVZ or the Company ) and is dated 19 May 2017.

This Offer Booklet and the accompanying Acceptance Form are important and should be read in their entirety before deciding whether or not to participate in the Entitlement Offer. In particular, you should consider the risk factors outlined in the Investor Presentation attached as Annexure B to this Offer Booklet.

No person is authorised to give any information or make any representation in connection with the Entitlement Offer described in this Offer Booklet, which is not contained in this Offer Booklet. Any information or representation not contained in this Offer Booklet may not be relied on as being authorised by the Company or the Underwriter in connection with the Entitlement Offer. The Underwriter and its representatives, to the maximum extent permitted by law, expressly disclaim any responsibility or liability for the contents of this Offer Booklet.

Not a Prospectus

The Entitlement Offer to which this Offer Booklet relates complies with the requirements of section 708AA of the Corporations Act as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84. Accordingly, neither this Offer Booklet nor the Acceptance Form is a prospectus for the purposes of the Corporations Act. Accordingly, these documents do not contain all of the information that a prospective investor may require to make an investment decision. They do not, and are not required to, contain all of the information which would otherwise be required to be disclosed in a prospectus. They are not required to be, and will not be, lodged with ASIC.

This Offer Booklet should be read in conjunction with the Company’s other periodic and continuous disclosure announcements to ASX available at www.asx.com.au.

No overseas registration

This Offer Booklet does not, and is not intended to, constitute an offer of securities in any jurisdiction where, or to any person to whom, it would be unlawful to make such an offer. No action has been taken to register or qualify the Entitlement Offer or the New Shares, or otherwise permit a public offering of the New Shares, in any jurisdiction outside of Australia and New Zealand.

Accordingly this Entitlement Offer is not being extended to, and no New Shares will be issued to, Shareholders having registered addresses outside Australia and New Zealand. This Offer Booklet is not being sent to those Shareholders.

See Section 3 of this Offer Booklet for more details.

Future Performance and Forward Looking Statements

Neither the Company nor any other person warrants or guarantees the future performance of the Company or any return on any investment made under this Offer Booklet.

Some statements in this Offer Booklet are in the nature of forward looking statements. Forward-looking statements may be identified by words such as "aim", "intend", “should”, “expect”, “estimate” and similar expressions. Such statements are not statements of fact and are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretation of current market conditions. Forward-looking statements, opinions and estimates are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other factors, many of which are beyond the control of the Company, the Directors and management which may cause actual results to differ materially from those expressed or implied in such statements.

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Past Performance

Investors should note that past performance, including the past share price performance of the Company, is given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) the future performance of the Company including its future share price.

Financial amounts

All numbers in this Offer Booklet are in Australian dollars and any financial data is presented as at the date stated in this Offer Booklet.

Times and dates

Times and dates in this Offer Booklet are indicative only and may be subject to change. All times and dates refer to Melbourne time. Refer to the "Key Dates" section of this Offer Booklet for more details.

Trading Entitlements and New Shares

The Company will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade Entitlements before they receive their Acceptance Form, whether on the basis of confirmation of the allocation provided by the Company or the Share Registry or failure to maintain your updated details on the Share Registry or otherwise, or who otherwise trade or purport to trade Entitlements in error or which they do not hold or are not entitled to.

The Company will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by the Company or the Share Registry or failure to maintain your updated details on the Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

If you are in any doubt as to these matters you should first consult with your stockbroker, solicitor, accountant, financial adviser or other professional adviser.

Refer to Section 3 for details.

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Table of Contents
Chairman’s Letter	5
Key dates and Entitlement Offer details	7
1. Details of the Entitlement Offer	10
2. How to apply	16
3. Important information	23
4. Glossary	28
Corporate Directory	30
Annexure A – ASX Announcement	31
Annexure B – Investor Presentation	35

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Chairman’s Letter

19 May 2017

Dear Shareholder

As a valued shareholder of EVZ Limited ( EVZ or the Company ), I am pleased to offer you the opportunity to participate in a 20 for 11 fully underwritten, renounceable pro rata rights issue of new fully paid ordinary shares in the Company ( New Shares ) at an issue price of $0.01 per New Share to raise approximately $4,379,415 (before costs) ( Entitlement Offer ).

As you are aware, the Company undertook a placement of shares to Thorney Investment Group (Australia) Pty Limited ( Thorney ) to raise approximately $300,000 (before costs) ( Placement ). New Shares will be issued in connection with the Placement on 16 May 2017, which is the Record Date for the Entitlement Offer. Accordingly, Thorney will be eligible to participate in the Entitlement Offer in respect of the New Shares issued under the Placement. Thorney’s shareholding in EVZ will increase from approximately 8.4% to approximately 19.9% of EVZ’s issued capital on completion of the Placement and Thorney has committed to maintain its 19.9% shareholding on completion of the Entitlement Offer.

The funds raised under the Placement and the Entitlement Offer will be used for the following purposes:

to settle amounts owed to trade and other creditors;
to pay for the costs of the Placement and Entitlement Offer; and
for general working capital purposes.

Under the Entitlement Offer, Eligible Shareholders have the opportunity to invest at the price of $0.01 per New Share held at 7.00pm (Melbourne time) on the record date of Tuesday, 16 May 2017 ( Record Date ). The issue price of $0.01 per New Share ( Offer Price ) represents the following discounts:

0% discount to the closing price of EVZ shares on 8 May 2017, which was $0.01;
30.5% discount to the 30 trading-day VWAP as at 8 May 2017, which is $0.0144; and
0% discount to the theoretical ex-rights price (TERP) of A$0.01.

The number of New Shares you are entitled to subscribe for under the Entitlement Offer ( Entitlement ) is set out in your personalised Acceptance Form that is attached to this Offer Booklet.

The Entitlement Offer is renounceable and therefore your Entitlements may be traded on ASX or otherwise transferred if you do not wish to take up some or all of the New Shares to which you are entitled. A market will be established by the Company on ASX to facilitate the trading of Entitlements.

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The Entitlement Offer is fully underwritten by Blue Ocean Equities Pty Limited ACN 151 186 935 ( Underwriter ), which is not an existing shareholder of the Company.

In the event that Eligible Shareholders do not take up all of their Entitlements in full, the Company reserves the right, in consultation with the Underwriter, to place any Shortfall with any persons interested in subscribing for New Shares in the Company. Such persons may include institutional and high net worth clients of the Underwriter and various other parties identified by the Company and the Underwriter.

Any Shortfall Shares that are not subscribed for by Eligible Shareholders or placed to other persons interested in subscribing for New Shares in the Company (as outlined above), will be issued to the Underwriter.

Other information

This Information Booklet contains important information, including:

instructions on how to participate in the Entitlement Offer if you choose to do so, and a timetable of key dates;
a personalised Acceptance Form which details your Entitlement, to be completed in accordance with the instructions;
instructions on how to take up all or part of your Entitlement via BPAY[®] or cheque; and
an ASX announcement and Investor Presentation (see Annexures A and B ) that contain an update on the business of the Company and the results of the Placement.

The Entitlement Offer closes at 5.00pm on Tuesday, 30 May 2017.

Please read in full the details on how to submit your Application, which are set out in this Offer Booklet. For further information regarding the Entitlement Offer, please call the Company Secretary on +61 3 9545 5288 at any time from 8.30am to 5.00pm (Melbourne time) on Monday to Friday during the Entitlement Offer period.

You should also consult your stockbroker, solicitor, accountant or other professional adviser if you have any questions regarding whether or not to participate in the Entitlement Offer.

On behalf of the Board of EVZ, I encourage you to consider this investment opportunity and thank you for your ongoing support.

Yours sincerely

Graham Burns Chairman EVZ Limited

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Key dates and Offer details

Summary of the Entitlement Offer
	20 New Shares for
	every 11 Shares
Ratio	held by Eligible
	Shareholders on
	the Record Date
Offer Price	$0.01 (1 cent) per New Share
Total number of New Shares issued under the Entitlement Offer	437,941,482
Approximate amount to be raised under the Entitlement Offer	$4,379,415
before costs
Amount expected to be raised under the Placement	$303,190
Capital Structure
Subject to rounding of fractional Entitlements, the capital structure of EVZ following the issue
of New Shares is expected to be as follows:
Shares on issue as at 11 May 2017 (announcement of the	210,548,789
Entitlement Offer and Placement)
Shares issued under the Placement	30,319,026
New Shares to be issued under the Entitlement Offer	437,941,482
Total Shares on issue (expected) following completion of the	678,809,297
Entitlement Offer and the Placement
Total unlisted options to be issued to the Underwriter or at its	Up to 15,000,000
direction (refer to Section 3.6)

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Key Dates

The indicative timetable for the Entitlement Offer is as follows:

Event	Date
Announcement Date	prior to trading on Thursday, 11 May 2017
Company announces the
Placement and Entitlement Offer
and lodges Cleansing Notice and
Appendix 3B
Notice sent to Eligible	Friday, 12 May 2017
Shareholders and Ineligible
Shareholders
Settlement of Placement	Monday, 15 May 2017
Ex Date	Monday, 15 May 2017
Start of Entitlements trading
Issue of Shares under the	Tuesday, 16 May 2017
Placement
Record Date	7.00pm on Tuesday, 16 May 2017
Despatch Date	Friday, 19 May 2017
Company despatches the Offer
Booklet to Eligible Shareholders
Offer Opening Date	Friday, 19 May 2017
Entitlements trading ends	Tuesday 23 May 2017
Offer Closing Date	5.00pm on Tuesday, 30 May 2017
Shortfall Notification Date	Friday, 2 June 2017
Company notifies ASX of
under-subscriptions
Settlement Date	Monday, 5 June 2017
Settlement of the New Shares
Issue Date	Tuesday, 6 June 2017
Allotment of the New Shares
Trading Date	Wednesday, 7 June 2017
Trading of the New Shares
commences on a normal
settlement basis
Despatch of holding statements	Thursday, 8 June 2017
for New Shares

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This timetable is indicative only and subject to change. The Directors may vary these dates, in consultation with the Underwriter, subject to the Listing Rules. An extension of the Offer Closing Date will delay the anticipated date for issue of the New Shares. The Directors also reserve the right to withdraw or not proceed with the Entitlement Offer at any time before the allotment and issue of the New Shares. In that event, the relevant Application Monies (without interest) will be returned in full to Applicants.

The commencement of quotation of Entitlements and New Shares is subject to the discretion of ASX. Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been accepted.

Is this Offer Booklet relevant to you?

This Offer Booklet is relevant to you if you are an Eligible Shareholder.

“Eligible Shareholders” are those persons who:

are registered as a holder of Shares as at the Record Date, being 7.00pm (Melbourne time) on 16 May 2017;
have a registered address on the Company’s Share Registry in Australia or New Zealand;
are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent such person holds Shares for the account or benefit of such person in the United States); and
are eligible under all applicable securities laws to receive and participate in the Entitlement Offer.

In this Offer Booklet, references to “you” are references to Eligible Shareholders and references to “your Entitlement” (or “your Acceptance Form”) are references to the Entitlement (or Acceptance Form) of Eligible Shareholders.

Enquiries

For further information (including if you would like a replacement Acceptance Form), please call the Company Secretary on +61 3 9545 5288 at any time from 8.30am to 5.00pm (Melbourne time) Monday to Friday. Alternatively, contact your stockbroker, solicitor, accountant or other professional adviser.

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1 Details of the Entitlement Offer

1.1 Overview

The Company is making a pro rata renounceable offer of 20 New Shares for every 11 Shares held by Eligible Shareholders registered at 7.00pm (Melbourne time) on the Record Date, being 16 May 2017.

The Offer Price is $0.01 (1 cent) per New Share. The Offer Price represents the following discounts:

0% discount to the closing price of EVZ shares on 8 May 2017, which was $0.01;
30.5% discount to the 30 trading-day VWAP as at 8 May 2017, which is $0.0144; and
0% discount to the theoretical ex-rights price (TERP) of A$0.01.

The Entitlement Offer is to raise approximately $4,379,415 (before costs associated with the Entitlement Offer).

There is no minimum subscription to participate in the Entitlement Offer.

An Acceptance Form setting out your Entitlement accompanies this Offer Booklet. Eligible Shareholders may subscribe for all or part of their Entitlement.

The Entitlement Offer is renounceable, which means that Eligible Shareholders may sell their Entitlements to third parties if they do not wish to take them up. A market will be established on ASX to facilitate the trading of Entitlements.

All of the New Shares issued under the Entitlement Offer will be fully paid and rank equally with the Shares on issue at the date of this Offer Booklet.

The choices available to Eligible Shareholders in respect of the Entitlement Offer are described in Section 2. The Entitlement Offer is scheduled to close at 5.00pm (Melbourne time) on Tuesday, 30 May 2017.

Eligible Shareholders should be aware that an investment in the Company involves risks. The key risks identified by the Company are set out in the Investor Presentation attached as Annexure B to this Offer Booklet.

1.2 Purpose of Entitlement Offer

The Entitlement Offer will raise approximately $4,379,415 (before costs associated with the Entitlement Offer).

The Company intends to apply the funds for the following purposes:

to settle amounts owed to trade and other creditors;
to pay for the costs of the Entitlement Offer; and
for general working capital purposes.

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1.3 Eligibility to participate

The Entitlement Offer is being made to all Eligible Shareholders (as defined in the Glossary in Section 4). The number of New Shares to which each Eligible Shareholder is entitled is shown in the accompanying, personalised Acceptance Form.

Directors and other related parties who are Eligible Shareholders may participate in the Entitlement Offer.

Any Shareholder that is not an Eligible Shareholder will be an Ineligible Shareholder. The Company reserves the right to determine whether a shareholder is an Eligible Shareholder or an Ineligible Shareholder.

By returning a completed Acceptance Form or making a payment via BPAY, you will be taken to have represented and warranted that you satisfy each of the criteria to be an Eligible Shareholder. Nominees, trustees or custodians are therefore advised to seek independent professional advice on how to proceed.

The Entitlement Offer is not being extended to the Ineligible Shareholders because of the small number of those Shareholders, the number and value of the Shares they hold and the cost of complying with applicable regulations in foreign jurisdictions.

1.4 Entitlements and acceptance

Details of how to apply under the Entitlement Offer are set out in Section 2 of this Offer Booklet.

The Entitlement of Eligible Shareholders to participate in the Entitlement Offer will be determined on the Record Date and is set out on the Acceptance Form accompanying this Offer Booklet. Shareholders will not be permitted to apply for New Shares in excess of their Entitlement, however Shareholders who wish to acquire more New Shares may purchase Entitlements on-market.

The Directors reserve the right to reject any Application that they believe comes from a person who is not an Eligible Shareholder.

1.5 Entitlements trading

Your Entitlement is renounceable. This means that Eligible Shareholders may sell their Entitlements to third parties if they do not wish to take them up. A market will be established on ASX to facilitate this Entitlements trading.

The trading of Entitlements is expected to commence on ASX on Monday, 15 May 2017 and is expected to cease at close of trading on ASX on Tuesday, 23 May 2017.

There is no guarantee that there will be a liquid market in traded Entitlements. A lack of liquidity may impact the ability to sell Entitlements on ASX and the price able to be achieved.

Prices obtainable for Entitlements may rise and fall over the Entitlement trading period and will depend on many factors including the demand for and supply of Entitlements on ASX and the value of EVZ’s existing Shares relative to the Offer Price. If you sell your Entitlement in the Entitlement trading period, you may receive a higher or lower amount than a shareholder who sells their Entitlement at a different time in the Entitlement trading period.

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1.6 Placement of Shortfall

If there is a Shortfall after completion of the Entitlement Offer, the Company reserves the right, in consultation with the Underwriter, to place any Shortfall with any persons interested in subscribing for New Shares in the Company.

Such persons may include institutional and high net worth clients of the Underwriter and various other parties identified by the Company and the Underwriter.

Any placement of the Shortfall will be made, at the latest, within three months after the close of the Entitlement Offer. However, as the Listing Rules require the placement of any Shortfall to the Underwriter to be done within 15 Business Days after the Offer Closing Date (in order to rely on an exception in Listing Rule 7.2), the placement of the Shortfall is expected to occur within this time period. The Directors reserve the right to issue the Shortfall at their discretion.

1.7 Underwriting

The Entitlement Offer is fully underwritten by the Underwriter, Blue Ocean Equities Pty Limited.

The Underwriter is not a Shareholder of the Company and is not a related party of the Company for the purposes of the Corporations Act.

A summary of the underwriting arrangements for the Entitlement Offer is set out in Section 3.6.

1.8 Nominee for Ineligible Shareholders

The Company has appointed the Underwriter as nominee for the Ineligible Shareholders to arrange for the sale of the Entitlements which would have been offered to them. The Underwriter will arrange for the proceeds (if any), net of expenses, to be sent proportionally to each Ineligible Shareholder. The Underwriter will have the absolute and sole discretion to determine the timing and the price at which the Entitlements may be sold and the manner of any sale. Neither the Company nor the Underwriter will be subject to any liability for the failure to sell the Entitlements or to sell them at a particular price.

If, in the reasonable opinion of the Underwriter, there is not a viable market for the Entitlements that would have been offered to the Ineligible Shareholders or a surplus over the expenses of sale cannot be obtained for those Entitlements, then the Entitlements will be allowed to lapse and they will form part of the Shortfall Shares issued to the Underwriter, in which case the Ineligible Shareholders will not receive any proceeds.

1.9 Capital Structure following the Entitlement Offer

The capital structure of the Company following completion of the Entitlement Offer is set out below.

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Share capital structure
Shares on issue at the date of this Offer Booklet	210,548,789
New Shares to be issued under this Offer Booklet	437,941,482
Shares issued under the Placement	30,319,026
Options to be issued to the Underwriter (refer to Section 3.6)	Up to 15,000,000
Total Shares and options on issue after completion of the Entitlement Offer and the Placement	678,809,297 Shares Up to 15,000,000 unlisted options

1.10 Effect of the Placement and Entitlement Offer on the Company’s financial position

A consolidated pro forma balance sheet showing the effect of the Placement and the Entitlement Offer on the Company’s financial position is set out in the Investor Presentation (Annexure B).

1.11 Potential effect of the Entitlement Offer on control of the Company

The effect of the Entitlement Offer on control of the Company will depend on a number of factors including:

the level of Eligible Shareholder participation;
which Shareholders participate;
the ability for the Company to place Shortfall Shares with institutional and high net worth clients of the Underwriter and various other parties identified by the Company and the Underwriter; and
the extent to which the underwriting is called upon following completion of the process outlined above.

If every Eligible Shareholder takes up its full Entitlement, there will be a very small effect on the control of the Company on completion of the Entitlement Offer. The Entitlement Offer is pro-rata, and so the only Shortfall for third parties or the Underwriter to take up would relate to New Shares which would have been issued to Ineligible Shareholders.

If some Eligible Shareholders do not take up all of their Entitlements under the Entitlement Offer, then the interests of those Eligible Shareholders will be diluted.

The level of dilution of all other Shareholders will depend on the amount of the Shortfall and level of up-take by any institutional investors and high net worth persons as referred to in Section 1.6 of this Offer Booklet.

Any Shortfall Shares that are not subscribed for by Eligible Shareholders or placed to other persons interested in subscribing for New Shares in the Company (as outlined in Section 1.6), will be issued to the Underwriter. The maximum potential impact on control of EVZ in such circumstances is represented in the table below:

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Acceptance levels under the Entitlement Offer by Eligible Shareholders	Percentage interest in EVZ of shareholders other than the Underwriter	Percentage interest in EVZ of the Underwriter
100%	100.00%	0%
75%	83.87%	16.13%
50%	67.74%	32.26%
25%	51.61%	48.39%
0%	35.48%	64.52%

Assumptions:

the Underwriter is not a shareholder of EVZ and is not a related party of the Company for the purposes of the Corporations Act;
the Underwriter did not participate in the Placement;
the Underwriter will take up all the Entitlements of Ineligible Shareholders;
all Shortfall is placed with the Underwriter and no-sub-underwriter or Eligible Shareholder who has pre-committed to subscribe for New Shares acquires any Shortfall or New Shares; and
the table above does not take into account the up to 15,000,000 unlisted options to be issued to the Underwriter under the underwriting arrangements for the Entitlement Offer and Placement (refer to Section 3.6).

No sub-underwriter will acquire an interest in more than 19.9% of the Company’s issued Share capital as a result of its participation in the Entitlement Offer.

1.12 Ranking of New Shares

The New Shares issued under the Entitlement Offer will be fully paid and rank equally with existing Shares. The rights and liabilities attaching to the New Shares are set out in EVZ’s constitution, a copy of which is available by request by calling the Company Secretary on +61 3 9545 5288 at any time from 8.30am to 5.00pm (Melbourne time) Monday to Friday during the Entitlement Offer period.

1.13 Dilution

Eligible Shareholders should note that if they do not participate in the Entitlement Offer, their holdings will be diluted. Examples of how the dilution may impact Shareholders are set out in the table below:

Holder	Holdings as at the Record Date	% at the Record Date*	Entitlements under the Entitlement Offer	Holdings if Entitlement Offer not taken up	% post Offer**
Holder 1	10,000,000	4.15%	18,181,818	10,000,000	1.47%
Holder 2	5,000,000	2.08%	9,090,909	5,000,000	0.74%
Holder 3	1,000,000	0.42%	1,818,182	1,000,000	0.15%
Holder 4	500,000	0.21%	909,091	500,000	0.07%
Holder 5	50,000	0.02%	90,909	50,000	0.01%
Total	16,550,000	6.87%	30,090,909	16,550,000	2.44%

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Notes:

*% at the Record Date is calculated based on the number of Shares as at the Record Date (which includes the Shares issued under the Placement).

**% post Entitlement Offer is calculated based on the total number of Shares on issue after completion of the Placement and the Entitlement Offer (without taking into account the up to 15,000,000 unlisted options to be issued to the Underwriter under the underwriting arrangements for the Entitlement Offer (refer to Section 3.6)).

1.14 Quotation and Allotment

Application has been made to the ASX for quotation of the New Shares.

The fact that ASX may grant official quotation to the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares.

Allotment of New Shares under the Entitlement Offer will only be made after permission for their quotation on the ASX has been granted.

Application Monies will be held by the Company on trust for Applicants until the New Shares are allotted. No interest will be paid on Application Monies.

1.15 Issue and Despatch

The expected dates for issue of New Shares offered by this Offer Booklet and despatch of holding statements is expected to occur on the dates specified in the in the ‘Key dates and Entitlement Offer details’ section of this Offer Booklet.

Eligible Shareholders who have elected to receive communications from the Company by email will be emailed the Offer Booklet at their nominated email address.

It is the responsibility of Applicants to determine the allocation prior to trading in the New Shares. Applicants who sell New Shares before they receive their holding statements do so at their own risk.

1.16 CHESS

The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of New Shares allotted to them under this Offer Booklet. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

1.17 Further information

Eligible Shareholders can obtain a copy of this Offer Booklet from the EVZ website at www.evz.com.au or by calling the Company Secretary on +61 3 9545 5288 at any time from 8.30am to 5.00pm (Melbourne time) Monday to Friday during the offer period. Persons who access the electronic version of this Offer Booklet should ensure that they download and read the entire Offer Booklet. The electronic version of this Offer Booklet will not include an Acceptance Form. A replacement Acceptance Form can be requested by calling the Share Registry.

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2 How to apply

2.1 What Eligible Shareholders may do

The number of New Shares to which you are entitled is shown on the accompanying Acceptance Form.

You may:

(a) apply for all of your Entitlement (refer to Section 2.2);
(b) apply for part of your Entitlement and elect for the balance to be sold or to lapse (refer to Section 2.3);
(c) sell your Entitlement on ASX (refer to Section 2.4);
(d) transfer your Entitlement other than on-market via ASX (refer to Section 2.5); or
(e) do nothing and allow all of your Entitlement to lapse (refer to Section 2.6).

If you have more than one registered holding of Shares, you will be sent more than one Acceptance Form and you will have a separate Entitlement for each separate holding.

2.2 Taking up all of your Entitlement

If you wish to take up your Entitlement in full, follow the instructions set out in the Acceptance Form.

Please return your completed Acceptance Form together with your Application Monies in accordance with Section 2.7 of this Offer Booklet for the amount shown on the Acceptance Form to the Share Registry so that it is received no later than 5.00pm (Melbourne time) on Tuesday, 30 May 2017 at the address set out below:

EVZ Limited C/- Computershare Investor Services Pty Limited GPO Box 505 Melbourne VIC 3001

As noted in Section 2.7(a) below, please note that should you choose to pay by BPAY:

(a) you do not need to submit the Acceptance Form but are taken to make the declarations on that Acceptance Form; and
(b) you are deemed to have applied for such whole number of New Shares which is covered in full by your Application Monies, whether that number is less than or equal to your Entitlement.

2.3 Taking up part of your Entitlement and electing for the balance to be sold or to lapse

If you wish to take up part of your Entitlement and sell the balance on ASX, complete the Acceptance Form for the number of New Shares you wish to take up and follow the other steps set out in the Acceptance Form and liaise accordingly with your stockbroker.

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You may arrange for payment through BPAY or by cheque in accordance with the instructions on the Acceptance Form. If payment is made through BPAY or by cheque and the Company receives an amount that is less than the Offer Price multiplied by your Entitlement ( Reduced Amount ), your payment may be treated as an application for as many New Shares as the Reduced Amount will pay for in full.

The portion of your Entitlement not taken up or sold will lapse without further action by you.

2.4 Sale of your Entitlements on ASX

If you wish to sell your Entitlements on ASX, follow the instructions set out on the front of your Acceptance Form.

If you decide to sell all or part of your Entitlement on ASX, you should instruct your stockbroker and provide details as requested from your Acceptance Form. You should allow sufficient time for your instructions to be carried out by your stockbroker. You may incur brokerage if you choose to sell your Entitlement on ASX.

Entitlements trading commences on 15 May 2017. You must deal with that part of your Entitlement which you do not wish to accept by close of trading on ASX on 23 May 2017 .

There is no guarantee that there will be a liquid market in traded Entitlements. A lack of liquidity may impact your ability to sell your Entitlement on ASX and the price you may be able to achieve.

Prices obtainable for Entitlements may rise and fall over the Entitlement trading period and will depend on many factors including the demand for and supply of Entitlements on ASX and the value of the Company’s existing Shares relative to the Offer Price. If you sell your Entitlement in the Entitlement trading period, you may receive a higher or lower amount than a shareholder who sells their Entitlement at a different time in the Entitlement trading period.

If you sell your Entitlement, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up that Entitlement. Your percentage shareholding in the Company will also be diluted.

2.5 Transfer of Entitlements other than on-market via ASX

If you wish to transfer all or part of your Entitlements to another person or party other than on-market using ASX, then you must forward the following:

(a) completed Renunciation and Transfer Form (obtainable from your stockbroker or the Share Registry);
(b) Acceptance Form completed by the transferee; and
(c) transferee’s cheque for the amount due in respect of the New Shares made payable to ‘EVZ Limited – Entitlement Issue’ and crossed ‘not negotiable’,

to the Share Registry by not later than 5.00pm (Melbourne time) on 30 May 2017 at:

EVZ Limited C/- Computershare Investor Services Pty Limited GPO Box 505

Melbourne VIC 3001

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If you hold issuer sponsored securities, you can obtain a Renunciation and Transfer Form through the Share Registry or by calling the Company Secretary on +61 3 9545 5288 at any time from 8.30am to 5.00pm (Melbourne time) Monday to Friday during the Entitlement Offer period.

If you hold broker / CHESS sponsored securities, you should request a Renunciation and Transfer Form from your stockbroker.

If the Share Registry receives both a completed Renunciation and Transfer Form and an application for New Shares in respect of the same Entitlement, the transfer will be given effect in priority to the application.

If you transfer your Entitlement, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up that Entitlement. Your percentage shareholding in the Company will also be diluted.

You may only transfer your Entitlement in this way to a purchaser who is resident in Australia or New Zealand and who is not in the United States and who is not acting for the account or benefit of a person in the United States. Persons who are in the United States or who are acting for the account or benefit of a person in the United States will not be eligible to purchase, trade, take up or exercise Entitlements. You should inform any transferee of these restrictions.

IMPORTANT: If you do not accept or sell your Entitlements in accordance with the instructions set out above, any Entitlements not accepted or sold will be dealt with under the procedures described in Sections 1.6 and 1.7 and you will not receive any compensation.

2.6 Allow your Entitlement to lapse

If you do not wish to accept all or any part of your Entitlement, and do not intend to sell or transfer your Entitlement, do not take any further action and that part of your Entitlement will lapse. Your percentage shareholding in the Company will be diluted.

If you do not accept all of your Entitlement in accordance with the instructions set out above, any New Shares that you would have otherwise been entitled to under the Entitlement Offer (or New Shares that relate to the portion of your Entitlement that has not been accepted) may be acquired by the Underwriter.

2.7 Payment for your Entitlement

The method of acceptance of your Entitlement will depend on your method of payment being:

by cheque; or
by BPAY

The Company encourages BPAY payments where possible.

(a) Payment by BPAY

For payment by BPAY please follow the instructions on the Acceptance Form. You can only make a payment via BPAY if you are the holder of an account with an Australian financial institution that supports BPAY transactions.

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Please note that should you choose to pay by BPAY:

you do not need to submit the Acceptance Form but are taken to make the declarations on that Acceptance Form; and
you are deemed to have applied for such whole number of New Shares which is covered in full by your Application Monies, whether that number is less than or equal to your Entitlement.

When paying by BPAY please make sure you use the specific Biller Code and your unique customer reference number (CRN) which can be found on the back of your Acceptance Form. If you pay by BPAY, and the amount paid is more than the total Application Monies for your Entitlement, the excess will be remitted to you (without interest) as soon as practicable after the Offer Closing Date.

It is your responsibility to ensure that your BPAY payment is received by the Share Registry by no later than 5.00pm (Melbourne time) on the Offer Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment, and you should therefore take this into consideration when making payment.

(b)

Payment by cheque

For payment by cheque, you should complete your Acceptance Form in accordance with the instructions on the Acceptance Form and return it accompanied by a cheque in Australian currency for the amount of the Application Monies payable to “EVZ Limited” and crossed “Not Negotiable”.

Your cheque must be:

for an amount equal to the Offer Price multiplied by the number of New Shares that you are applying for; and
in Australian currency drawn on an Australian branch of a financial institution.

If the amount of your cheque for Application Monies (or the amount of which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your Acceptance Form, you will be taken to have applied for such number of New Shares (rounded down to the nearest whole number) as your cleared Application Monies will pay for (and to have specified that number of New Shares on your Acceptance Form). Alternatively, your Application will not be accepted.

Your completed Acceptance Form and cheque must be received by the Share Registry and be cleared by no later than 5:00pm (Melbourne time) on the Offer Closing Date. It is your responsibility to ensure that your cheque clears by that time. You should be aware that financial institutions may have different lead times for the clearing of cheques and you should therefore take this into consideration when making payment.

2.8 Eligible Shareholder declarations

A completed Application, or a payment made through BPAY, constitutes a binding offer to acquire New Shares on the terms and conditions set out in this Offer Booklet and, once lodged or paid, cannot be withdrawn. If the Acceptance Form is not completed correctly it may still be treated as a valid application for New Shares. The Directors’ decision whether to treat an acceptance as valid and how to construe, amend or complete the Acceptance Form, is final.

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By completing and returning your Acceptance Form with the requisite Application Monies or making a payment by BPAY, you will be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that you are an Eligible Shareholder and:

(a) you have read and understand this Offer Booklet and your Acceptance Form in their entirety;
(b) you agree to be bound by the terms and conditions of the Entitlement Offer, the provisions of this Offer Booklet and the accompanying Acceptance Form, and the Company’s constitution;
(c) you authorise the Company to register you as the holder(s) of New Shares allotted to you;
(d) all details and statements in the Acceptance Form are complete and accurate;
(e) you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under the Acceptance Form;
(f) once the Company receives your Acceptance Form or any payment of Application Monies via BPAY, you may not withdraw your Application or funds provided except as allowed by law;
(g) you agree to apply for and be issued up to the number of New Shares specified in the Acceptance Form, or for which you have submitted payment of any Application Monies via BPAY, at the Offer Price per New Share;
(h) you authorise the Company, the Underwriter, the Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in your Acceptance Form;
(i) you declare that you are the registered holder(s) at the Record Date of the Shares indicated on the Acceptance Form as being held by you;
(j) the information contained in this Offer Booklet and your Acceptance Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs;
(k) this Offer Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in the Company and is given in the context of the Company’s past and ongoing continuous disclosure announcements to ASX;
(l) you acknowledge the statement of risks in the “Risk factors” section of the Investor Presentation (refer to Annexure B), and that investments in the Company are subject to risks, not all of which are disclosed in this Offer Booklet;
(m) you acknowledge that none of the Company or the Underwriter or their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of the Company, nor do they guarantee the repayment of capital;
(n) you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Entitlement Offer and of your holding of Shares on the Record Date;

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(o) you authorise the Company to correct any errors in your Acceptance Form or other form provided by you;
(p) for the benefit of the Company, the Underwriter and their respective related bodies corporate and affiliates, you are not an Ineligible Shareholder and you are eligible to participate in the Entitlement Offer;
(q) the law of any place does not prohibit you from being given this Offer Booklet and the Acceptance Form, nor does it prohibit you from making an Application for New Shares and that you are otherwise eligible to participate in the Entitlement Offer;
(r) you are an Eligible Shareholder and are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States and are not otherwise a person to whom it would be illegal to make an offer or issue New Shares under the Entitlement Offer;
(s) you acknowledge that the New Shares have not been, and will not be, registered under the US Securities Act and may not be offered or sold, directly or indirectly, in the United States absent registration except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable securities laws;
(t) you have not and will not send any materials relating to the Entitlement Offer to any person (including nominees or custodians) where to do so would breach applicable laws; and
(u) if in the future you decide to sell or otherwise transfer the New Shares, you will only do so in transactions where neither you nor any person acting on your behalf knows, or has reason to know, that the sale is illegal.

2.9 Representations by acquirers of Entitlements

Investors who acquire Entitlements on ASX or otherwise will, by acquiring those Entitlements, and by applying to take up all or part of those Entitlements, be deemed to agree to make and be subject to the representations, declarations, warranties and agreements in Section 2.8 (with references to the Acceptance Form to be read as including any other form provided or required to be provided to the Company, the Share Registry or the person’s stockbroker). Investors should note that if you purchase Entitlements in a transaction on ASX or otherwise, and in order to take up or exercise those Entitlements and subscribe for New Shares, you:

(a) must be a resident in Australia or New Zealand; and
(b) must not be in the United States or acting for the account or benefit of a person in the United States.

If you do not satisfy the above conditions, you will not be entitled to take up Entitlements or subscribe for New Shares. It is the responsibility of purchasers of Entitlements to inform themselves of the eligibility criteria for exercise. If holders of Entitlements after the end of the trading period do not meet the eligibility criteria, they will not be able to take up or exercise the Entitlements. In the event that holders are not able to take up their Entitlements, those Entitlements will lapse and holder will not receive any value for them.

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2.10 Nominees, Trustees and Custodians

Shareholders resident in Australia and New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement does not breach regulations in the relevant overseas jurisdiction. These shareholders should seek independent advice as to how they should proceed.

Return of a duly completed Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations.

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3 Important information

3.1 Information and Representations

This Offer Booklet (including the enclosed Acceptance Form) has been prepared by the Company.

There may be additional announcements made by the Company after the date of this Offer Booklet and throughout the period that the Entitlement Offer is open that may be relevant to your consideration of whether to take up, sell or transfer or do nothing in respect of, your Entitlement. Therefore, it is prudent that you check whether any further announcements have been made by the Company (by visiting the ASX website at www.asx.com.au, or the Company’s website at www.evz.com.au) before submitting your Application, or selling or transferring your Entitlement.

No party other than the Company has authorised or caused the issue of this Offer Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Offer Booklet.

No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer not contained in this Offer Booklet.

Any information or representation not contained in this Offer Booklet may not be relied on as having been authorised by the Company, the Underwriter, or any of their respective related bodies corporate, in connection with the Entitlement Offer. The Underwriter and its representatives, to the maximum extent permitted by law, expressly disclaim any responsibility or liability for the contents of this Offer Booklet.

3.2 Not a prospectus

Neither this Offer Booklet nor the Acceptance Form is a prospectus for the purposes of the Corporations Act and has not been lodged with ASIC. These documents do not contain the type of information which would be required to be included in a prospectus.

Accordingly, the level of disclosure contained in this Offer Booklet is significantly less than required under a prospectus and Eligible Shareholders should consider all relevant facts and circumstances, including their knowledge of the Company and all disclosures made to the ASX and should consult their professional advisors before deciding to accept the Entitlement Offer.

3.3 Trading of Entitlements and New Shares

It is expected that trading of Entitlements on the ASX will commence at 10.00am (Melbourne time) on 15 May 2017 and cease at close of trading on ASX on 23 May 2017 on a normal settlement basis. You may sell your Entitlements (which you do not wish to take up or let lapse) in order to realise value which may attach to those Entitlements if sold at that time. There is no guarantee that there will be a liquid market in traded Entitlements. A lack of liquidity may impact the ability to sell Entitlements on the ASX and the price able to be achieved.

It is expected that trading on the ASX of New Shares to be issued under the Entitlement Offer will commence at 10.00am (Melbourne time) on 7 June 2017 on a normal settlement basis.

3.4 Foreign Jurisdictions – restrictions and limitations

This Offer Booklet has not been, nor will it be lodged, filed or registered with any regulatory authority under the securities laws of any other country outside Australia.

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New Zealand Shareholders

The New Shares are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered address in New Zealand to whom the offer of these securities is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand) or the Financial Markets Conduct Act 2013 (New Zealand). This document is not an investment statement or prospectus or product disclosure statement under New Zealand law and is not required to and may not, contain all the information that an information statement or prospectus or product disclosure statement under New Zealand law is required to contain.

United States Shareholders

This Entitlement Offer does not constitute an offer in the United States of America, nor does it constitute an offer to a person who is a US Person or someone who is acting on behalf of a US Person.

The New Shares have not been, and will not be, registered under the US Securities Act and may not be offered or sold in the United States of America, or to, or for the account or benefit of, US Persons (as defined in Rule 902 under the US Securities Act) except under an available exemption from registration under the US Securities Act. These Shares may only be resold or transferred if registered under the US Securities Act or pursuant to an exemption from registration under the US Securities Act and in compliance with state securities laws. The Company is under no obligation and has no intention to register the New Shares in the United States of America.

3.5 Ineligible Shareholders

Shareholders who are not Eligible Shareholders are Ineligible Shareholders. The Company reserves the right to determine whether a Shareholder is an Eligible Shareholder or an Ineligible Shareholder.

The Company has determined, in reliance of Listing Rule 7.7.1, that it would be unreasonable to extend the Entitlement Offer to Ineligible Shareholders, having regard to:

(a) the small number of Ineligible Shareholders as a proportion of the total Shareholders;
(b) the small number and value of the New Shares which would be offered to Ineligible Shareholders if they were Eligible Shareholders; and
(c) the cost of complying with the legal and regulatory requirements in the overseas jurisdictions.

Accordingly, the Entitlement Offer is not being extended to any Shareholders outside Australia and New Zealand unless those Shareholders would be eligible under all applicable securities laws to receive an offer of, and be issued, New Shares under the Entitlement Offer without lodgement, filing or registration of the Entitlement Offer or any document issued in connection with the Entitlement Offer with any regulatory authority.

Where this Offer Booklet has been dispatched to an Ineligible Shareholder and where that jurisdiction’s law, code or legislation prohibits or restricts in any way the making of the Entitlement Offer, this Offer Booklet is provided for information purposes only.

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3.6 Summary of the underwriting arrangements for the Entitlement Offer

The Underwriter has agreed to manage and fully underwrite the Entitlement Offer on the terms set out in an underwriting agreement dated 11 May 2017 between the Underwriter and the Company ( Underwriting Agreement ).

As is customary with these types of arrangements:

(a) the Underwriting Agreement includes a number of termination events (in certain circumstances, having regard to the materiality of the relevant event), including (but not limited to):
(i) there are material disruptions in financial or economic conditions in key markets, or hostilities commence or escalate in certain key countries;
(ii) there are certain delays in the timetable for the Entitlement Offer without the Underwriter’s consent;
(iii) any of the Entitlement Offer documents (including this Offer Booklet and all ASX announcements made in connection with the Entitlement Offer) is not legally compliant (including because it is or becomes misleading or deceptive);
(iv) the Entitlement Offer contravenes any applicable law or requirement;
(v) the Company fails to perform any of its material obligations under the Underwriting Agreement.
(b) the Company has agreed, subject to certain carve-outs, to indemnify the Underwriter, its affiliates and related bodies corporate, and each of its directors, officers, partners and employees against any losses they may suffer or incur in connection with the Entitlement Offer;
(c) the Company and the Underwriter have given certain representations, warranties and undertakings in connection with the Entitlement Offer;
(d) the Underwriter will receive:
(i) an underwriting fee equal to 3.0% of the gross Entitlement Offer proceeds, less 1.5% of the gross Entitlement Offer proceeds raised from certain investors nominated by the Company); and
(ii) up to 15 million unlisted options with an expiry date that is 48 months from the date of issue and with an exercise price of $0.02, which will be issued after successful completion of the Entitlement Offer; and
(e) the Underwriter is entitled to reimbursement of certain expenses.

3.7 Risks

The Investor Presentation (Annexure B) details important factors and risks that could affect the financial and operating performance of the Company. You should consider these factors in light of your personal circumstances, including financial and taxation issues, before making a decision in relation to your Entitlement.

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3.8 No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been accepted.

3.9 Rounding of Entitlements

Where fractions arise in the calculation of an Entitlement, they will be rounded up to the nearest whole number of New Shares.

3.10 No guarantees of future performance

The Company, the Underwriter, their representatives or any other person, do not warrant or guarantee the future performance of the Company or any return on any investment made under this Entitlement Offer.

3.11 No investment advice

This Entitlement Offer is being made pursuant to the provisions of the Corporations Act which allow pro rata entitlement offers to be made without a prospectus. This Offer Booklet does not constitute financial product advice and has been prepared without taking into account Eligible Shareholders’ investment objectives, financial circumstances or particular needs. The Offer Booklet does not purport to contain all the information that Eligible Shareholders may require to make an informed investment decision regarding, or about the rights attaching to, the New Shares. Before deciding whether to apply for New Shares, each Eligible Shareholder should consider whether the Company is a suitable investment for them in light of their own investment objectives and financial circumstances and should consider seeking professional advice from their accountant, stockbroker, lawyer or other professional adviser before deciding whether or not to invest.

3.12 Taxation

There may be tax implications associated with participating in the Entitlement Offer and receiving New Shares. The potential tax effects of participating in the Entitlement Offer will vary between investors. The Company considers that it is not appropriate to give advice regarding the tax consequences of subscribing for New Shares under this Offer Booklet or the subsequent disposal of any New Shares. Consequently, the Company strongly advises that all investors should satisfy themselves of any possible tax consequences by consulting their own professional tax adviser before deciding whether or not to participate in the Entitlement Offer.

3.13 Governing Law

This Offer Booklet, the Entitlement Offer and the contracts formed on acceptance of the Acceptance Forms or payment via BPAY are governed by the laws applicable in Victoria, Australia. Each Applicant for New Shares submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.

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3.14 Privacy

If you complete an Acceptance Form, you will be providing personal information to the Company (directly or through the Share Registry). The Company collects, holds and will use that information to assess your Application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

Shareholders can access, correct and update the personal information that is held about them, by contacting the Share Registry.

Collection, maintenance and disclosure of certain personal information is governed by legislation, including the Privacy Ac t 1988 (Cth) and the Corporations Act. You should note that if all information required on the Acceptance Form is not provided, the Company may not be able to accept or process your Application.

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4 Glossary

	Term	Meaning
$		Australian dollars.
	Acceptance Form	The personalised Entitlement and Acceptance Form
		accompanying this Offer Booklet.
	Applicant	A person who has applied to subscribe for New Shares
		under the Entitlement Offer.
	Application	A completed Acceptance Form submitted by an Eligible
		Shareholder.
	Application Monies	The aggregate money payable for New Shares applied for by
		an Applicant.
	ASIC	Australian Securities and Investments Commission.
	ASX	ASX Limited (ABN 98 008 624 691) or the financial market
		operated by it.
	Business Day	A business day as defined in the Listing Rules.
	CompanyorEVZ	EVZ Limited ABN 87 010 550 357.
	Corporations Act	Corporations Act 2001(Cth).
	Despatch Date	The Despatch Date referred to in the ‘Key dates and Offer
		details’ section of this Offer Booklet.
	Director	a director of the Company.
	Eligible Shareholder	A Shareholder at the Record Date who is not an Ineligible
		Shareholder.
	Entitlement	The number of New Shares that an Eligible Shareholder is
		entitled to apply for under the Offer (on the basis of 20 New
		Shares for every 11 Shares held on the Record Date).
	Entitlement Offer	20 for 11 pro-rata renounceable rights issue of New Shares
		at an offer price of $0.01 (1 cent) per New Share.
	Ex Date	The Ex Date referred to in the ‘Key dates and Offer details’
		section of this Offer Booklet.
	GST	Goods and Services Tax (imposed under the_A New Tax_
		System (Goods and Services Tax) Act 1999(Cth)).
	Ineligible Shareholder	A Shareholder at the Record Date who:
		(a) has a registered address which is not in Australia or
		New Zealand;
		(b) is in the United States or is a U.S. Person or acting
		for the account or benefit of a U.S. Person; or
		(c) is ineligible under any applicable securities laws to
		receive an offer under the Entitlement Offer.
	Issue Date	The Issue Date referred to in the ‘Key dates and Offer
		details’ section of this Offer Booklet.
	Listing Rules	The official listing rules of the ASX, as amended from time
		to time.
	New Share	A new share to be issued under the Entitlement Offer.

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	Term	Meaning
Offer Booklet		This entitlement offer information booklet in relation to the
		Entitlement Offer.
	Offer Closing Date	The Offer Closing Date referred to in the ‘Key dates and
		Offer details’ section of this Offer Booklet.
	Offer Opening Date	The Offer Opening Date referred to in the ‘Key dates and
		Offer details’ section of this Offer Booklet.
	Offer Price	$0.01 (1 cent).
	Placement	The placement of Shares to sophisticated and institutional
		investors undertaken by the Company to raise approximately
		$303,190 (excluding the costs of the Placement), which
		completed on Tuesday, 16 May 2016.
	Record Date	7.00pm (Melbourne time) on Tuesday, 16 May 2017.
	Settlement Date	The Settlement Date referred to in the ‘Key dates and Offer
		details’ section of this Offer Booklet.
	Share	A fully paid ordinary share in the capital of the Company.
	Shareholder	A holder of a Share.
	Share Registry	Computershare Investor Services Pty Limited.
	ShortfallorShortfall	Those New Shares offered under the Entitlement Offer
Shares		which are not subscribed for by Eligible Shareholders under
		their Entitlements.
	Shortfall Notification Date	The Shortfall Notification Date referred to in the ‘Key dates
		and Offer details’ section of this Offer Booklet.
	Trading Date	The Trading Date referred to in the ‘Key dates and Offer
		details’ section of this Offer Booklet.
	Underwriter	Blue Ocean Equities Pty Limited ACN 151 186 935.
	Underwriting Agreement	The underwriting agreement in respect of the Placement and
		Entitlement Offer dated 11 May 2017 between the Company
		and the Underwriter.
	U.S. Person	As defined in Regulation S under the U.S. Securities Act.
	U.S. Securities Act	U.S. Securities Act of 1933 (as amended).

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Corporate Directory

EVZ Limited (ASX:EVZ)

Directors and Officers

Graham Robert Burns Robert John Edgley Maxwell John Findlay

Chief Executive Officer Scott Farthing

Share Registry

Computershare Investor Services Pty Limited 452 Johnston Street Abbotsford VIC 3067 www.computershare.com/au

Company Secretary

Ian Victor Wallace

Registered Office

22 Hargreaves Street Huntingdale, VIC 3166 Telephone: +61 3 9545 5288 www.evz.com.au

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Annexure A – ASX Announcement

11 May 2017

The Manager Market Announcements Office Australian Securities Exchange 20 Bridge Street SYDNEY NSW 2000

EVZ LIMITED ABN 87 010 550 357 ACN 010 550 357

EVZ Announces $4.7 million Equity Raising and Debt Restructure Completion

EVZ Limited (“EVZ” or “the Company”) is pleased to announce a capital raising as the next major step in the strengthening of the Company’s balance sheet following the restructuring of its debt arrangements. The equity raising and debt restructure will provide the Company with sufficient balance sheet capacity and flexibility to pursue new growth opportunities as well as accelerate the Company’s return to a more sustainable and stable financial position.

Placement and Entitlement Offer

EVZ is undertaking a recapitalisation via an institutional placement (“Placement”) of new, fully paid ordinary shares (“New Shares”) to raise approximately $0.3 million and a fully underwritten 20-for-11 renounceable, pro rata entitlement offer (“Entitlement Offer”) to raise $4.4 million, collectively raising approximately $4.7 million before costs. The Placement and Entitlement Offer are together referred to as the “Capital Raising”.

The proceeds from the Capital Raising will be used to satisfy trade and other creditors whilst also increasing the working capital and balance sheet flexibility of the Company to pursue larger project opportunities.

The Placement of approximately 30 million New Shares at an issue price of $0.01 per New Share is being made to Thorney Investment Group (Australia) Pty Limited utilising EVZ’s placement capacity under Listing Rule 7.1. Shares issued under the Placement will be eligible to participate in the Entitlement Offer.

The Entitlement Offer is being offered to all eligible shareholders and will result in the issue of approximately 440 million New Shares. New Shares issued under the Placement and Entitlement Offer will rank pari-passu in all regards with existing ordinary shares. Eligible shareholders, being shareholders with a registered address in Australia or New Zealand as at 7:00pm (Australian Eastern Standard Time) on Tuesday, 16 May 2017 (“Record Date”) will be entitled to subscribe for 20 new shares at $0.01 per New Share for every 11 EVZ shares held on the Record Date. Eligible shareholders will not be permitted to subscribe for New Shares in excess of their Entitlement, however they will be able to acquire renounced Entitlements on ASX during the Entitlement trading period.

The offer price of A$0.01 per New Share under the Placement and Entitlement Offer represent the following discounts:

0% discount to the closing price of EVZ shares on 8 May 2017 (A$0.01);
30.5% discount to the 30 trading day VWAP (A$0.0144); and
0% discount to the theoretical ex-rights price (TERP) of A$0.01

Blue Ocean Equities Pty Ltd is the Lead Manager to the Share Placement and Underwriter to the Entitlement Offer. Blue Ocean Equities Pty Limited will receive a cash fee along with options as payment for services provided in connection with the Placement and Entitlement Offer.

EVZ Ltd Chairman, Mr Graham Burns, stated that following this equity raising and debt restructure the Company’s financial position will be significantly strengthened, allowing EVZ to be more competitive in its markets and pursue appropriate growth strategies to enhance shareholder value.

Restructure of Debt Arrangements

In conjunction with the Capital Raising, EVZ is pleased to announce it has reached agreement with its financier, Commonwealth Bank of Australia, for the forgiveness of an additional $3.0 million in bank debt under a new, three year banking facility agreement. Once the new facility agreement is completed (which is conditional on completion of the Entitlement Offer), CBA debt will be $6.0 million, which has been reduced from $13.3 million since February 2017.

EVZ has also negotiated a restructure of its $1.0 million loan from TSF Corporation Pty Ltd, under which $600,000 of the loan will be converted to equity (at $0.01 per share), subject to shareholder approval at a general meeting to be called in the next 90 days, and repayment of the remaining $400,000 will be extended to June 2018.

P a g e | 31

Business Update

Revenue for FY17 is expected to be in a range of $50M - $52M with normalised EBITDA expected to be in a range of $0.7M - $1.0M.

EVZ is expecting FY18 to see growth in its order book with current work under advanced tender across the business in excess of $150M.

Brockman revenues continue to diversify away from one-off contract wins with a continued focus on recurrent revenue. The Brockman business has grown to ~40%* recurring maintenance earnings and TSF Maintenance is 70% recurring maintenance revenues.

Mr Scott Farthing, CEO, stated that EVZ will now be financially better positioned than ever before and given the highly developed capabilities of our staff and project teams EVZ anticipates a period of growth and improved profitability as it explores the value added opportunities clients in our sectors are seeking.

The Company will continue to assess the appropriate structure of the Board as it undergoes the rejuvenation of the business with a strong focus on organic growth across the existing business units.

Capital structure on completion of the Capital Raising

The Company currently has 210,548,789 shares on issue.

The Placement involves the issue of 30,319,026 New Shares and the Entitlement Offer involves the issue of approximately 437,941,482 New Shares.

Accordingly, on completion of the Capital Raising, the Company’s total issued share capital will comprise approximately 678,809,297 fully paid ordinary shares and 15,000,000 options.

Entitlement Offer timetable

The Entitlement Offer will be open from 10:00am Friday, 19 May 2017 to 5:00pm Tuesday, 30 May 2017. Eligible shareholders can choose to take up all, part or none of their Entitlement. The New Shares are expected to commence trading on Wednesday, 7 June 2017.

Event *	Date
Announcement Date:
Company announces the Placement and Entitlement Offer	Thursday, 11 May 2017
Ex Date:Start of Entitlements trading	Monday, 15 May2017
Issue of Shares under the Placement	Tuesday, 16 May2017
Record Date	7pm on Tuesday, 16 May2017
Despatch Date: Company despatches the Offer Booklet to Eligible Shareholders	Friday, 19 May 2017
Offer OpeningDate	Friday, 19 May2017
Entitlements tradingends	Tuesday23 May2017
Offer ClosingDate	5pm on Tuesday, 30 May2017
Shortfall Notification Date:
Company notifies ASX of under-subscriptions	Friday, 2 June 2017
Settlement Date:Settlement of the New Shares	Monday, 5 June 2017
Issue Date:Allotment of the New Shares	Tuesday, 6 June 2017
Trading Date: Trading of the New Shares commences on a normal settlement basis	Wednesday, 7 June 2017
Despatch of holdingstatements for New Shares	Thursday, 8 June 2017

* The Company reserves the right, in consultation with the underwriter, and subject to the Corporations Act, the Listing Rules and other applicable laws, to vary the dates of the Entitlement Offer, including extending the closing date of the Entitlement Offer or accepting late applications, without notice. The commencement of quotation and trading of New Shares is subject to confirmation from ASX

P a g e | 32

Entitlements trading

Entitlements are renounceable and will be tradeable on ASX or otherwise transferable. They are expected to be quoted and tradeable on ASX from Monday, 15 May 2017 to Tuesday, 23 May 2017. Blue Ocean Equities Pty Ltd has been appointed as nominee to sell the Entitlements of ineligible shareholders and will arrange for the net proceeds (if any), to be sent proportionally to each ineligible shareholder. Blue Ocean Equities Pty Ltd will have the absolute and sole discretion to determine the timing and price at which Entitlements may be sold and there is no guarantee of any sale of Entitlements.

Further information

Further details in relation to the Placement and Entitlement Offer, including important notices and key risks, is set out in an investor presentation released to ASX on 11 May 2017. The information in the “Important Notices” and “Risks” sections of the presentation applies to this announcement as if set out in full in this announcement.

Eligible shareholders wishing to participate in the Entitlement Offer should also carefully read the Entitlement Offer booklet.

The Entitlement Offer will be made under section 708AA of the Corporations Act 2001 (Cth). Accordingly, the Company will not prepare a prospectus or other disclosure document. The Company will release a copy of the Entitlement Offer booklet and the entitlement and acceptance form to ASX on or around Friday, 19 May 2017 and send a copy to eligible shareholders on this date.

Those shareholders who the Company determines to be ineligible shareholders will also be notified about the Entitlement Offer.

Scott Farthing Chief Executive Officer EVZ Limited

Tel: +61 3 9545 5288 Mob: +61 411 117 403 Email: [email protected]

Important Notice

This announcement is not an offer or an invitation to acquire securities. In particular, this release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any 'US Person' as defined in Regulation S under the US Securities Act of 1933 ( Securities Act ) ( US Person ) or in any other jurisdiction. This announcement may not be released or distributed in the United States or to any US Person. Any securities described in this announcement have not been, and will not be registered under the Securities Act or the securities law of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, or to, or for the account of or benefit of, any US Person, except in a transaction exempt from, or not subject to, the registration requirements under the Securities Act.

Forward-looking statements

This release contains forward-looking statements. The words 'forecast', 'estimate', 'likely', 'anticipate', 'believe', 'expect', 'project', 'predict', 'outlook', 'guidance', 'intend', 'should', 'could', 'may', 'target', 'plan' and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements in this release include statements regarding our strategy, future operational and financial results, acquisitions, future projects, the results of the Entitlement Offer and the use of proceeds there from. You are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements, opinions and estimates provided in this release are based on assumptions and contingencies that are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Forward-looking statements are subject to known and unknown risks and uncertainties, there can be no assurance that actual outcomes will not differ materially from forward-looking statements and readers are cautioned not to place undue reliance on these forward looking statements. The Company assumes no obligation to update or revise these forward-looking statements to reflect any change in expectations or assumptions.

About EVZ

EVZ Limited is an industrial group with a portfolio of specialist businesses in the engineering services sector. EVZ operates in the areas of power generation, bulk storage tank design, engineering and construction and storm water management through subsidiaries TSF Engineering, Brockman Engineering and Syfon Systems. For further information please visit our website www.evz.com.au

P a g e | 33

P a g e | 34

Annexure B – Investor Presentation

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For all enquiries:

Phone:

(within Australia) 03 9545 5288 (outside Australia) +61 3 9545 5288

Web:

www.investorcentre.com/contact

Make your payment:

See overleaf for details of the Offer and how to make your payment

Renounceable Rights Issue — Acceptance Form

� [Your payment must be received by 5.00pm (Melbourne Time) Tuesday, 30 May 2017]

This is an important document that requires your immediate attention. It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

ASX will quote a market for Entitlements between Monday, 15 May 2017 and Tuesday, 23 May 2017. Please refer to the Offer Booklet for details on how to renounce your Entitlements.

Step 1: Registration Name & Offer Details

Details of the shareholding and Entitlements for this Entitlement Offer are shown overleaf.

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.

Step 2: Make Your Payment

You can apply to accept either all or part of your Entitlement. Enter the number of New Shares you wish to apply for and the amount of payment for those New Shares. The Offer Price is $0.01 per New Share. You are not permitted to apply for New Shares in excess of your Entitlement.

By making your payment you confirm that you agree to all of the terms and conditions as detailed in the Offer Booklet dated Friday, 19 May 2017.

Choose one of the payment methods shown below.

BPAY ®: See overleaf. Do not return the payment slip with BPAY payment.

By Mail: Complete the reverse side of the payment slip and detach and return with your payment. Make your cheque, bank draft or money order payable in Australian dollars to " EVZ Limited " and cross " Not Negotiable ". The cheque must be drawn from an Australian bank. Cash is not accepted.

Payment will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques received may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the payment slip. Receipts will not be forwarded. Funds cannot be debited directly from your account.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

Turn over for details of the è Entitlement Offer

Sale of your Entitlements in full by your Stockbroker/Agent

If you wish to sell your Entitlements in full, you should instruct your Stockbroker personally and provide details as requested, which appear overleaf.

DO NOT forward your requests for sale to Computershare Investor Services Pty Limited.

Sale of your Entitlements in part by your Stockbroker/Agent and take up the balance

If you wish to sell part of your Entitlements and take up the balance you should:

Instruct your Stockbroker personally and provide details as requested, which appear overleaf, AND
Send the payment slip to Computershare Investor Services Pty Limited with your cheque, bank draft or money order payment OR make payment using BPAY , in order to take up the balance of your Entitlements.

Disposal of your Entitlements held on the Issuer Sponsored Sub-register

A Standard Renunciation Form must be used for an off market transfer of Entitlements. These forms may be obtained from your Stockbroker or Computershare Investor Services Pty Limited.

EVZ Limited Renounceable Rights Issue

Payment must be received by 5.00pm (Melbourne Time) Tuesday, 30 May 2017

® Registered to BPAY Pty Limited ABN 69 079 137 518

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Acceptance Form

Registration Name & Offer Details

�[For your security keep your SRN/] HIN confidential.

Registration Name:

Entitlement No:

Offer Details:

Existing shares entitled to participate as at 7.00pm (Melbourne Time) Tuesday, 16 May 2017: Entitlement to New Shares on a 20 for 11 basis: Amount payable on full acceptance at $0.01 per New Share:

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Make Your Payment

Pay by Mail:

Biller Code: Pay by Mail:

Ref No: � Make your cheque, bank draft or money order payable to " EVZ Limited " and cross " Not Negotiable ". Contact your financial institution to make your Return your cheque with the below payment slip to: payment from your cheque or savings account. Computershare Investor Services Pty Limited GPO BOX 505 Melbourne Victoria 3001 Australia

Contact your financial institution to make your payment from your cheque or savings account.

Lodgement of Acceptance

If you are applying for New Shares and your payment is being made by BPAY, you do not need to return the payment slip below. Your payment must be received by no later than 5.00pm (Melbourne Time) Tuesday, 30 May 2017. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. Neither Computershare Investor Services Pty Limited (CIS) nor EVZ Limited accepts any responsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility of the Applicant to ensure that funds submitted through BPAY are received by this time.

If you are paying by cheque, bank draft or money order the payment slip below must be received by CIS by no later than 5.00pm (Melbourne Time) Tuesday, 30 May 2017. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for shareholders in Australia. Other Eligible Shareholders will need to affix the appropriate postage. Return the payment slip below with cheque attached. Neither CIS nor EVZ Limited accepts any responsibility if you lodge the payment slip below at any other address or by any other means.

Privacy Notice

The personal information you provide on this form is collected by Computershare Investor Services Pty Limited (CIS), as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third parties upon direction by the issuer where related to the issuers administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at http://www.computershare.com/au.

Detach here

EVZ Limited Acceptance Payment Details

Entitlement taken up:

Amount enclosed at $0.01 per New Share: A$ . Entitlement No:

Payment must be received by 5.00pm (Melbourne Time) Tuesday, 30 May 2017

Contact Details

Contact Daytime Name Telephone Cheque Details Drawer Cheque Number BSB Number Account Number Amount of Cheque

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AI assistant

EVZ LIMITED — Capital/Financing Update 2017

64889_rns_2017-05-18_6bdda190-6a79-4804-9b07-18df3e33728a.pdf

Offer%Information%Booklet%and%Acceptance%Form%

About%EVZ%Limited%(ASX:%EVZ)%

EVZ LIMITED ABN 87 010 550 357

RENOUNCEABLE PRO RATA ENTITLEMENT OFFER OFFER INFORMATION BOOKLET

Important Information

Not a Prospectus

No overseas registration

Future Performance and Forward Looking Statements

Past Performance

Financial amounts

Times and dates

Trading Entitlements and New Shares

Table of Contents

Chairman’s Letter

Other information

Key dates and Offer details

Key Dates

Is this Offer Booklet relevant to you?

Enquiries

1.1 Overview

1.2 Purpose of Entitlement Offer

1.3 Eligibility to participate

1.4 Entitlements and acceptance

1.5 Entitlements trading

1.6 Placement of Shortfall

1.7 Underwriting

1.8 Nominee for Ineligible Shareholders

1.9 Capital Structure following the Entitlement Offer

1.10 Effect of the Placement and Entitlement Offer on the Company’s financial position

1.11 Potential effect of the Entitlement Offer on control of the Company

1.12 Ranking of New Shares

1.13 Dilution

1.14 Quotation and Allotment

1.15 Issue and Despatch

1.16 CHESS

1.17 Further information

2.1 What Eligible Shareholders may do

2.2 Taking up all of your Entitlement

2.3 Taking up part of your Entitlement and electing for the balance to be sold or to lapse

2.4 Sale of your Entitlements on ASX

2.5 Transfer of Entitlements other than on-market via ASX

2.6 Allow your Entitlement to lapse

2.7 Payment for your Entitlement

(a) Payment by BPAY

(b)

Payment by cheque

2.8 Eligible Shareholder declarations

2.9 Representations by acquirers of Entitlements

2.10 Nominees, Trustees and Custodians

3.1 Information and Representations

3.2 Not a prospectus

3.3 Trading of Entitlements and New Shares

3.4 Foreign Jurisdictions – restrictions and limitations

New Zealand Shareholders

United States Shareholders

3.5 Ineligible Shareholders

3.6 Summary of the underwriting arrangements for the Entitlement Offer

3.7 Risks

3.8 No cooling off rights

3.9 Rounding of Entitlements

3.10 No guarantees of future performance

3.11 No investment advice

3.12 Taxation

3.13 Governing Law

3.14 Privacy

4 Glossary

EVZ Limited (ASX:EVZ)

Directors and Officers

Share Registry

Company Secretary

Registered Office

11 May 2017

EVZ Announces $4.7 million Equity Raising and Debt Restructure Completion

Placement and Entitlement Offer

Restructure of Debt Arrangements

Business Update

Capital structure on completion of the Capital Raising

EVZ LIMITED Capital/Financing Update 2017