TZ LIMITED — AGM Information 2010

Oct 14, 2010

TZ Limited ABN 26 073 979 272

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15 October 2010

Lodged by ASX Online

The Manager Company Announcements Office ASX Ltd. Level 4, 20 Bridge Street Sydney, NSW 2000

Dear Sir/Madam

NOTICE OF ANNUAL GENERAL MEETING – PROXY FORM

TZ Limited (the "Company" ) refers to its earlier announcement today enclosing the notice of annual general meeting and explanatory memorandum for the financial year ended 30 June 2010. We now enclose the proxy form which was inadvertently omitted from that announcement.

Yours faithfully, TZ LIMITED

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Kenneth Ting

Company Secretary and Executive Director

Chicago (Operational Headquarters) 520 West Erie Street, Suite 100 Chicago, IL 60654 United States

Sydney (Registered Office) Level 11, 1 Chifley Square Sydney, NSW 2000 Australia

ASX: TZL Web: www.tz.net Email: info@tz.net

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Lodge your vote:

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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For your vote to be effective it must be received by 10.00am (Sydney time) on Monday 15 November 2010

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

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View your securityholder information: www.investorcentre.com View your TZ Limited 2010 Annual Report: www.tz.net

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000002

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

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Proxy Form

Please mark to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of TZ Limited hereby appoint

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the Chairman of the meeting

OR

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of TZ Limited to be held at Radisson Plaza Hotel, Press Rooms 1, 2 and 3, Lower Ground Floor, 27 O’Connell Street, Sydney, New South Wales, on Wednesday 17 November at 10.00 am (Sydney time) and at any adjournment of that meeting.

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Items of Business

ORDINARY BUSINESS

1. Re-election of Dickory Rudduck as director

2. Re-election of Mark Bouris as director

3. Adoption of Remuneration Report

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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SPECIAL BUSINESS

1. Approval of prior issue of Series III Convertible Notes to QVT Funds

2. Approval of issue of Series IIIB Convertible Notes to QVT Funds

3. Approval of issue of Options to QVT Funds

4. Approval of prior issue of Series II Convertible Notes to Sydcomp Pty Limited

5. Reorganisation of Series II Convertible Notes

6. Approval of issue of shares to Sydcomp Pty Limited

7. Approval of prior issue of Shares to Gerard Peter Rees, Eric Walsh, Dawsal Pty Limited and The Uni Pub Pty Ltd

8. Approval of prior issue of options to Howard Todd Horberg

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date / /

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1 2 0 9 2 3 A

T Z L