TZ LIMITED — AGM Information 2023

Oct 19, 2023

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TZ Limited ACN 073 979 272

Notice of Annual General Meeting

Explanatory Statement and Proxy Form

Date of Meeting: Thursday, 23 November 2023

Time of Meeting:

11:00am (AEDT)

Place of Meeting:

via internet webinar conferencing facility

The meeting will be held virtually via a webinar conferencing facility. If you are a shareholder who wishes to attend and participate in the virtual meeting, please register in advance as per the instructions outlined in this Notice of Meeting. Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting.

The Notice of Meeting is also available on the Australian Securities Exchange Announcement platform and on the Company’s website: http://tz.net. Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting.

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay.

TZ Limited

ACN 073 979 272

Registered Office: Level 2, 40 Gloucester Street, The Rocks, NSW 2000

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of members of TZ Limited (“ TZL ” or the “ Company ”) will be held virtually via webinar conferencing facility on Thursday, 23 November 2023 at 11:00am (AEDT) (“ Annual General Meeting ”, “ AGM ” or “ Meeting ”).

Shareholders are encouraged to submit their proxies as early as possible, and in any event, prior to the cut-off date for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your personalised proxy form.

Shareholders attending the AGM virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the meeting to also cast their votes on the proposed resolutions at the AGM.

The virtual meeting can be attended using the following details:

When : Thursday, 23 November 2023 at 11.00am (AEDT) Topic: TZ Limited Annual General Meeting

Register in advance for the virtual meeting:

• • https://vistra.zoom.us/webinar/register/WN_uFNP2 AeTWytEa Mj677pA

After registering, you will receive a confirmation email containing information about joining the meeting. As noted previously, the Company strongly recommends its Shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online. The Company will conduct a poll on each resolution presented at the meeting. The Company will accept questions during the meeting either by submitting a question through the Q&A box located on screen or by raising the hand function also located on screen at which point the Company will allow your question verbally.

The Company is happy to accept and answer questions submitted prior to the meeting by email to the Company Secretary at Mathew.Watkins@vistra.com. The Company will address relevant questions during the meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions).

If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: TZL) and on its website at http://tz.net.

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AGENDA

The Explanatory Statement and proxy form which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.

Defined terms used in this Notice have the meanings given to them in the Glossary at the end of this Notice.

ORDINARY BUSINESS

Receipt and consideration of Accounts & Reports

To receive and consider the Financial Report of the Company, together with the Directors’ Report (including the Remuneration Report) and Auditor’s Report as set out in the Company’s Annual Report for the year ended 30 June 2023.

Note: Except for as set out in Resolution 1, there is no requirement for Shareholders to approve these reports. Accordingly, no resolution will be put to Shareholders on this item of business.

Resolution 1 Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“ That, for the purpose of Section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial year ended 30 June 2023 be adopted .”

Resolution 2 Election of Mr. Cary Stynes as a Director of the Company

To consider and, if thought fit, to pass the following resolution as an ordinary resolution

“ That, Mr Cary Stynes, who having been appointed as a director of the Company since the last AGM, retires in accordance with the Constitution of the Company and the ASX Listing Rules and, being eligible, offer himself for election. ”

Resolution 3 Ratification of Prior Issue of 30,000,000 Fully Paid Ordinary Shares

To consider and, if thought fit, to pass the following resolution as an ordinary resolution

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders approve, ratify and confirm the issue of 30,000,000 fully paid ordinary shares in the Company at an issue price of $0.04 (4 cents) per share on 23 March 2023 as described in the Explanatory Statement.”

Resolution 4 Ratification of Prior Issue of 15,000,000 Options

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders approve, ratify and confirm the issue of 15,000,000 options in the Company at an exercise price of $0.075 (7.5 cents) per option expiring on 23 March 2025 as described in the Explanatory Statement.”

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SPECIAL BUSINESS

Resolution 5 Approval of 10% Placement Facility

To consider and, if thought fit, pass the following resolution as a special resolution

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the fully paid ordinary securities of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.”

By order of the Board

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Mathew Watkins Company Secretary

28 September 2023

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Notes

1. Entire Notice

The details of the resolution contained in these notes and the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.

2. Record Date

The Company has determined that for the purposes of the Annual General Meeting, Shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm (AEDT) on the date 48 hours before the date of the Annual General Meeting. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

3. Proxies

• (a) Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.

• (b) Each Shareholder has a right to appoint one or two proxies.

• (c) A proxy need not be a Shareholder of the Company.

• (d) If a Shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act.

• (e) Where a Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion of number of votes each proxy is appointed to exercise.

• (f) If a Shareholder appoints two proxies, and the appointment does not specify the proportion or number of the Shareholder’s votes, each proxy may exercise half of the votes. If a Shareholder appoints two proxies, neither proxy may vote on a show of hands.

• (g) A proxy must be signed by the Shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation’s constitution and Corporations Act.

• (h) To be effective, Proxy Forms must be received by the Company’s share registry (Computershare Investor Services Pty Limited) no later than 48 hours before the commencement of the Annual General Meeting, this is no later than 11:00am (AEDT) on Tuesday, 21 November 2023. Any proxy received after that time will not be valid for the scheduled AGM.

4. Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

5. How the Chairman will vote Undirected Proxies

Subject to the restrictions set out in Note 6 below, the Chair of the meeting will vote undirected proxies in favour of all of the proposed resolutions.

6. Voting Exclusions Statement

Resolution 1

In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity, including as a proxy), and the Company will disregard any votes purported to be cast, on this resolution by, or on behalf of, a member of the Key Management Personnel ( KMP ), details of whose remuneration are included in the remuneration report, or a Closely Related Party of such a member ( KMP Voter ), unless the KMP voter is casting a vote on this resolution on behalf of a person who is not a KMP voter (including as a proxy) and either:

• (a) the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution;

• (b) the KMP voter is the Chair of the meeting and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on the resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company group.

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If you appoint the Chairman as your proxy and you do not direct the Chairman how to vote, you will be expressly authorising the Chairman to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 1. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

Resolution 2

There is no voting exclusion on this resolution.

Resolution 3 and Resolution 4

The Company will disregard any votes cast in favour of these Resolutions by or on behalf of any person who participated in the relevant issue of securities or any associates of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 5

As at the date of dispatch of this Notice of Meeting, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement is not required by Listing Rule 7.3A.7.

7. Restrictions on KMPs voting undirected proxies

A vote must not be cast as proxy on Resolution 1 by a member of the Key Management Personnel or a closely related party of the Key Management Personnel.

However, a person described above (a “ Restricted Voter ”) may cast a vote on Resolution 1 if:

• (d) The Restricted Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution(s); and (e) The Chair is the Restricted Voter and the written appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution(s) or expressly authorises the Chair to exercise the proxy even though the resolution(s) is or are connected with the remuneration of a member of the Key Management Personnel.

If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

8. Special Resolution

Resolution 5 is proposed as special resolution. For a special resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of shares) must be in favour of the resolution.

9. Enquiries

Shareholders are invited to contact the Company Secretary on +61 3 9692 7222 if they have any queries in respect of the matters set out in these documents.

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EXPLANATORY STATEMENT

Purpose of Information

This Explanatory Statement accompanies and forms part of the Company’s Notice of Meeting for its 2023 Annual General Meeting which will be held virtually via webinar conferencing facility.

The Notice of Meeting incorporates, and should be read together, with this Explanatory Statement.

Receipt and Consideration of Accounts and Reports

A copy of the Annual Report for the financial year ending 30 June 2023 which incorporates the Company's financial report, reports of the Directors (including the Remuneration Report and the auditors) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all Shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone at +61 2 9137 7300, and you may request that this occurs on a standing basis for future years.

Alternatively, you may access the Annual Report at the Company's website: http://tz.net or via the Company's announcement platform on ASX under the ASX Code “TZL”. Except as set out in Resolution 1, no resolution is required on these reports.

Shareholders will have the opportunity to ask questions about or make comments on the 2023 Annual Report and the management of the Company. The auditor will be invited to attend to answer questions about the audit of the Company’s 2023 Annual Financial Statements.

Resolution 1 Adoption of Remuneration Report

1.1 Background

Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report is set out in the Directors’ Report in the Company’s 2023 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

In accordance with Section 250SA of the Corporations Act, shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting.

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election.

It is noted that at the Company’s last Annual General Meeting, the votes cast against the Remuneration Report represented less than twenty-five (25%) per cent of the total votes cast on that resolution and accordingly, a spill resolution will not be required for the Meeting.

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The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies.

1.2 Directors’ Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of Meeting), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this resolution, the Directors unanimously recommend that Shareholders vote in favour of Resolution 1 to adopt the Remuneration Report.

The Chair of the Meeting intends to vote undirected proxies in favour of this resolution.

1.3 Voting Exclusions

See Note 6 for voting exclusions on this resolution.

Resolution 2 Election of Mr. Cary Stynes as a Director of the Company

2.1 Background

Mr Cary Stynes was appointed as a Non-Executive Director of the Company on 1 August 2023. The Company’s Constitution specifies that, the Company’s directors have the power at any time to appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. That director will hold office until the next general meeting of the Company when the newly appointed director may be nominated for re-election.

Cary is a senior corporate M&A lawyer and holds a current Victorian legal practicing certificate. He specializes in advising early stage companies, raising seed and later stage capital and arranging ASX company listings. He was previously a lawyer with international law firm Minter Ellison before establishing his own law firm which he has operated for over 28 years. He brings strong legal prowess to the Board. Since 2000, Cary has held executive positions with Software Communication Group Limited, CBD Online (subsequently CBD Energy Limited) and The Swish Group Limited. He is also a former Non-Executive Director of Traffic Technologies Limited, MCM Entertainment Limited, Teys Limited (now OAR Resources Limited), and has sat on the Board of children’s cancer charity The Koala Foundation. Cary is currently Executive Chairman of Botanic Wellness Limited and its Australian, UK and USA subsidiaries, and is a director of a number of private investment companies.

2.2 Directors Recommendation

The Board (with Cary Stynes abstaining) recommends that Shareholders vote in favour of this Resolution.

2.3 Voting Exclusions

See Note 6 for voting exclusions on this resolution.

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Error! Reference source not found. & Resolution 4 Ratification of Prior Issue of 30,000,000 Fully Paid Ordinary Shares and 15,000,000 Options

3.1 Background

The Company is seeking Shareholder approval pursuant to Listing Rule 7.4 to ratify the prior issue of 30,000,000 fully paid ordinary shares and 15,000,000 Options ( Issue ) to professional and sophisticated investors under a share placement ( Placement ) as announced on 20 March 2023. These Shares and Options were issued on 23 March 2023 ( Issue Date ). The Company placed 30,000,000 Shares at the price of $0.04 (4 cents) per Share. Successful participants in the Placement also received one free attaching Option for every two Shares subscribed for under the Placement with an exercise price of $0.075 cents per Option with a two-year expiry date from date of issue. The securities issued under the Placement utilised the Company’s placement capacity under ASX Listing Rules 7.1 & 7.1A available at the time.

3.2 ASX Listing Rules

Under ASX Listing Rules: (collectively “ Issuing Capacity ”)

• Listing Rule 7.1 allows the Company to issue new equity securities up to 15% of the Shares on issue in any 12-month period without the prior approval of Shareholders ( 15% Capacity ); and

• Listing Rules 7.1A enables an eligible entity to additionally issue new equity securities up to 10% of the Shares on issue over a 12-month period after the passing of special resolution at an annual general meeting ( 10% Placement Facility ).

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The Issue does not fit within any of these exceptions and, as it has not yet been approved by the Company’s shareholders, it effectively used up part of the 15% Capacity in Listing Rule 7.1 and 10% Placement Facility under Listing Rules 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the Issue Date.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the entity’s capacity to issue further equity securities without shareholder approval.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, these Resolutions seek Shareholder approval to the Issue under and for the purposes of Listing Rule 7.4.

The issue of 30,000,000 Shares and 15,000,000 Options on 23 March 2023 used the Company’s Issuing Capacity. The Company seeks Shareholders’ approval under Listing Rule 7.4 to ratify the issue of 30,000,000 Shares and 15,000,000 Options so that the issue of these securities can be treated as having been made with approval under Listing Rule 7.1.

If these Resolutions are passed, the Issue will be excluded in calculating the Company’s Issuing Capacity, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the Issue Date.

If these Resolutions are not passed, the Issue will be included in calculating Company’s Issuing Capacity, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the Issue Date.

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Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4:

• (a) the securities were issued to professional and sophisticated investors:

• (i) who are existing and new investors of the Company’s;

• (ii) who are not related party of the Company;

• (iii) who are not related to the Company’s Key Management Personnel (“ KMP ");

• (iv) amongst whom, the following allotee is a substantial holder in the Company:

  • A. First Samuel Ltd ACN 086243567 ;

• (v) amongst whom, the following allotees were being issued more than 1% of the Company’s current issued capital:

  • A. First Samuel Ltd ACN 086243567 ;

  • B. Bourse Securities Pty Ltd;

  • C. One Managed Investment Fund Limited ;

  • D. Mr Scott Joseph Bogue;

  • E. HSBC Custody Nominees (Australia) Limited;

• (b) the number and class of securities issued were:

• (i) 30,000,000 fully paid ordinary shares; and

• (ii) 15,000,000 Options;

• (c) The key Options terms are:

• (i) Exercise price: $0.075 (7.5 cents) per option;

• (ii) Expiry date: 23 March 2025;

• (iii) Conversion: each Option entitling the holder to be issued one fully paid ordinary Share in the Company upon conversion of that Option;

• (d) the Issue occurred on 23 March 2023;

• (e) the Shares were issued at an issue price of $0.04 (4 cents) per share, the Options were issued at nil grant price as they are free-attaching securities to the Shares subscribed under the Placement on the basis of one free attaching option for every two shares subscribed;

• (f) the purpose of the Placement was to provide funds to be used for working capital and the deployment of new projects under the TZ OPeL offering and to support fulfilment of a backlog of orders.

3.3 Directors Recommendation

The Board unanimously recommends that Shareholders vote in favour of this Resolution.

3.4 Voting Exclusions

See Note 6 for voting exclusions on this resolution.

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Resolution 5 Approval of 10% Placement Facility

5.1 Background

The Company is seeking Shareholder approval by way of a special resolution to have the ability, if required, to issue equity securities under the 10% Placement Facility. The effect of this resolution is to allow the Directors to issue equity securities under Listing Rule 7.1A during the 10% Placement Period (as defined below) without, or in addition to, using the Company’s 15% Capacity under Listing Rule 7.1.

5.2 ASX Listing Rules Information

5.2.1 Listing Rules 7.1 & 7.1A

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period ( 15% Capacity ).

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% ( 10% Placement Facility ) to 25%.

An ‘eligible entity’ for the purposes of Listing Rule 7.1A means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is, at the date of this Notice, an eligible entity for these purposes. Note however that if, on the date of the Meeting, the market capitalisation of the Company exceeds $300 million or the Company has been included in the S&P/ASX 300 Index, then this Resolution will no longer be effective and will be withdrawn.

This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without further Shareholder approval.

If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the additional 10% Placement Facility to issue equity securities without Shareholder approval provided for in LR 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

5.2.2 Formula for Calculating the 10% Placement Facility – Listing Rule 7.1A.2

The maximum number of equity securities that may be issued by the Company under the 10% Placement Facility pursuant to Listing Rule 7.1A.2 is calculated in accordance with the following formula:

(A x D) – E

A is the number of Shares on issue at the commencement of the “relevant period” (which, for the Company, is the 12 month period immediately preceding the date of the issue or agreement):

• plus the number of fully paid shares issued in the relevant period under an exception in Listing Rule 7.2, other than exception 9, 16 or 17;

• plus the number of fully paid shares issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:

• i) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

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  - ii) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under rule 7.1 or rule 7.4;

• plus the number of fully paid shares issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:

  • i) the agreement was entered into before the commencement of the relevant period; or

  • ii) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under rule 7.1 or rule 7.4;

• plus the number of fully paid shares issued in the relevant period with approval of holders of shares under Listing Rules 7.1 or 7.4;

• plus the number of partly paid shares that became fully paid in the relevant period;

• less the number of fully paid shares cancelled in the relevant period.

• D is 10%

• E is the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

The ability of an entity to issue equity securities under Listing Rule 7.1A is in addition to the entity's 15% Capacity under Listing Rule 7.1. The actual number of equity securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula stated above.

5.2.3 Type and Number of Equity Securities

Any equity securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of equity securities of the Company. The Company, as at 12 October 2023, has on issue one class of quoted equity securities, being Shares as follows:

ASX Security Code and Description	Total Number
TZL: Ordinary Fully Paid	256,758,114

5.3 Specific information required by Listing Rule 7.3A

5.3.1 Placement Period

The period for which the approval of the 10% Placement Facility will be valid (as set out in Listing Rule 7.1A.1) commences on the date of this Annual General Meeting and expires on the first to occur of the following:

• (a) the date that is 12 months after the date of this Annual General Meeting, being 23 November 2024;

• (b) the time and date of the Company’s next Annual General Meeting; and

• (c) the time and date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

• ( 10% Placement Period ).

The Company will only issue and allot the equity securities approved under the 10% Placement Facility during the 10% Placement Period.

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5.3.2 Minimum Issue Price and Cash Consideration – Listing Rule 7.1A.3

The equity securities will be issued at an issue price of not less than 75% of the VWAP for the Company's equity securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price at which the equity securities are to be issued is agreed by the Company and the recipient of the securities; or

• (b) if the equity securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the equity securities are issued.

5.3.3 Purpose of the Funds Raised

The purposes for which the funds raised by an issue under the 10% Placement Facility may be used by the Company include:

• (a) consideration for the acquisition(s) of the new assets and investments, including the expenses associated with such acquisition(s); and

• (b) continued expenditure on the Company’s current business and/or general working capital.

5.3.4 Risk of Economic and Voting Dilution

If this resolution is approved by Shareholders and the Company issues equity securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the dilution table below.

Shareholders may be exposed to economic risk and voting dilution, including the following:

• (a) the market price for the Company's equity securities may be significantly lower on the date of the issue of the equity securities than on the date of this Annual General Meeting; and

• (b) the equity securities may be issued at a price that is at a discount to the market price for the Company's equity securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the equity securities.

The dilution table shows the hypothetical dilution of existing Shareholders on the basis of the market price of Shares as at 12 October 2023 ( Current Share Price ) and the current number of Shares for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice of Meeting.

The dilution table also shows:

• (a) two examples where variable “A” has increased by 50% and 100%. Variable “A” is based on the number of Shares the Company has on issue. The number of Shares on issue may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (b) two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price.

This dilution table has been prepared on the following assumptions:

• (a) The Company issues the maximum number of equity securities available under the 10% Placement Facility;

• (b) No convertible security is exercised and converted into Share before the date of the issue of the Equity Securities;

• (c) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.

Page 13 of 16

• (e) The table shows only the effect of issues of equity securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (f) The issue of equity securities under the 10% Placement Facility consists only of Shares.

• (g) The Current Share Price is $0.024 being the closing price of the Shares on ASX on 12 October 2023.

Table – Dilution Table

Variable 'A' in Listing Rule 7.1A.2			Issue Price
	Dilution Scenario	50% decrease in Current Share Price	Current Share Price	100% increase in Current Share Price
		$0.012	$0.024	$0.048
Current Variable A	10% Voting Dilution		25,675,811 Shares
256,758,114
Shares	Funds raised	$308,110	$616,219	$1,232,439
50% increase in current VariableA	10% Voting Dilution		38,513,717 Shares
385,137,171
Shares	Funds raised	$462,165	$924,329	$1,848,658
100% increase in current VariableA	10% Voting Dilution		51,351,623 Shares
513,516,228
Shares	Funds raised	$616,219	$1,232,439	$2,464,878

5.3.5 Allocation Policy

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to relevant factors including, but not limited to, the following:

• (a) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;

• (b) the effect of the issue of the equity securities on the control of the Company;

• (c) the financial situation and solvency of the Company; and

• (d) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders, subject to compliance with Listing Rule 10.11, and/or new Shareholders who are not related parties or associates of a related party of the Company.

5.3.6 Previous Issue under Listing Rule 7.1A.2

Information about equity securities issued under Listing Rule 7.1A.2 in the 12-month period preceding the date of the Meeting is set out as follows:

• (a) The Company has not issued or agreed to issue any Equity Securities under Listing Rule 7.1A.2 in the 12month period preceding the date of this Meeting.

• (b) The Company had not agreed, before the 12-month period referred to in the preceding paragraph, to issue any Equity Securities under rule 7.1A.2 where such securities remain unissued as at the date of the Meeting.

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5.3.7 Effect of Passing this Resolution

If Shareholders pass this resolution, the number of equity securities permitted to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see below); and the Company will be able to issue equity securities up to a combined 25% of the Shares on issue without further Shareholder approval.

If this resolution is not passed, the Company will not be able to access the additional 10% Placement Facility to issue equity securities provided under LR 7.1A without Shareholder approval and will remain limited by 15% Capacity to issue equity securities.

5.4 Special Resolution

The ability to issue equity securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution. This means it requires approval of 75% of the votes cast by Shareholders present or represented, and eligible to vote.

5.5 Directors Recommendation

The Directors of the Company believe that this resolution is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this resolution.

The Chair of the Meeting intends to vote undirected proxies in favour of this resolution.

5.6 Voting Exclusions

See Note 6 for voting exclusions on this resolution.

Page 15 of 16

GLOSSARY

$	means Australian Dollars.
15% Placement	has the meaning as defined in the Explanatory Statement.
Facility
10% Placement	has the meaning as defined in the Explanatory Statement.
Period
AEDT	means Australian Eastern Daylight Standard Time.
Annual Report	means the Directors’ Report, the Financial Report, and Auditor’s Report, in respect to
	the year ended 30 June 2023.
ASX	means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as the
	context requires.
ASX Listing Ruleor	means ASX Listing Rules published and maintained by ASX Limited.
Listing RuleorLR
Auditor’s Report	means the auditor’s report on the Financial Report.
Board	means of the board of Directors of the Company.
Chairman or Chair	means the person appointed to chair the AGM.
Closely Related Party	has the meaning given to this term under Section 9 of the Corporations Act.
Company	means TZ Limited (ACN 073 979 272).
Constitution	means the constitution of the Company as at the date of the Meeting.
Corporations Act	means_Corporations Act 2001_(Cth).
Director	means a director of the Company.
Directors Report	means the annual directors’ report prepared under Chapter 2M of the Corporations Act
	for the Company and its controlled entities.
Equity Security	has the meaning as defined under Listing Rule 19.12.
Explanatory	means the explanatory statement which forms part of the Notice of Meeting.
Statement
Financial Report	means the annual financial report prepared under Chapter 2M of the Corporations Act
	for the Company and its controlled entities.
Key Management	has the meaning given to this term under Section 9 of the Corporations Act.
PersonnelorKMP
Meeting	has the meaning given in the introductory paragraph of the Notice of Meeting.
Notice of Meetingor	means this Notice of Annual General Meeting for TZ Limited (ACN 073 979 272),
Notice	including the attached notes and the Explanatory Statements.
Option	means an option entitling the holder to be issued one fully paid ordinary Share in the
	Company upon conversion of that option.
Proxy Form	means the proxy form attached to the Notice.
Remuneration Report	means the remuneration report which forms part of the Directors’ Report of the Company
	for the financial year ended 30 June 2023 and which is set out in the 2023 Annual
	Report.
S&P/ASX 300 Index	means the S&P/ASX 300 Index as published by Standard & Poors from time to time.
Share	means a fully paid ordinary share in the capital of the Company.
Trading Day	means a day determined by ASX to be a trading day in accordance with the Listing
	Rules.
VWAP	means volume weighted average price.

Page 16 of 16

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

TZL

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AEDT) on Tuesday, 21 November 2023.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

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 or abstain as they choose (to the extent permitted by law). 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.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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.

By Mail:

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

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

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

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000002/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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.



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

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

the Chairman OR of the Meeting

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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of TZ Limited to be held as a virtual meeting on Thursday, 23 November 2023 at 11:00am (AEDT) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2.

Step 2 Items of Business

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.

For Against Abstain

Resolution	1	Adoption of Remuneration Report
Resolution	2	Election of Mr. Cary Stynes as a Director of the Company
Resolution	3	Ratification of Prior Issue of 30,000,000 Fully Paid Ordinary Shares
Resolution	4	Ratification of Prior Issue of 15,000,000 Options
Resolution	5	Approval of 10% Placement Facility

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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