TZ LIMITED — AGM Information 2024

Oct 22, 2024

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TZ Limited ACN 073 979 272

Notice of Annual General Meeting

Explanatory Statement and Proxy Form

Date of Meeting: Thursday, 21 November 2024

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, 21 November 2024 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, 21 November 2024 at 11.00am (AEDT) Topic: TZ Limited Annual General Meeting

Register in advance for the virtual meeting:

https://vistra.zoom.us/webinar/register/WN_1gPXVU7vRCqGoJiybQCCMw

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 2024.

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 2024 be adopted .”

Resolution 2 Re-Election of Mr Peter Graham as a Director of the Company

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

“That, Mr Peter Graham, who retires by rotation in accordance with the Constitution, and who, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

Resolution 3 Re-Election of Mr Simon White as a Director of the Company

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

“That, Mr Simon White, who retires by rotation in accordance with the Constitution, and who, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

Resolution 4 Approval of Issues of Securities under TZL’s Equity Incentive Plan

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

“That, for the purposes of ASX Listing Rule 7.2 Exception 13(b), and for all other purposes including section 259B and 260C of the Corporations Act 2001 (Cth), approval is given to the Company's employee incentive scheme and for the Company to issue securities under the scheme as described in the Explanatory Statement.”

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SPECIAL BUSINESS

Resolution 5 Approval of Proportional Takeover Provision Renewal

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

“That, approval be given for the proportional takeover provisions contained in clause 27 of the Company’s Constitution (if Resolution 6 is passed, clause 27 of the Amended Constitution) to be renewed for a period of three years with effect from the date of the Meeting.”

Resolution 6 Approval of Constitution Amendment

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

“That, for the purposes of Section 136(2) of the Corporations Act 2001 (Cth) and for all other purposes, approval be given that the Constitution of the Company be amended in the manner set out in the Explanatory Statement, with effect from the passing of this resolution.”

Resolution 7 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

Mathew Watkins Company Secretary

16 October 2024

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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, 19 November 2024. 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.

Resolutions 2 and 3

There is no voting exclusion on these resolutions.

Resolution 4

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) a person who is eligible to participate in the employee incentive scheme or any associates of that person; or

• (b) a KMP, or any of their closely related parties.

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

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution in accordance with a direction on the Proxy Form;

• (b) the Chairman of the meeting as proxy or attorney for a person who is entitled to vote on the resolution in accordance with a direction on the Proxy Form to vote as the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP; 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.

Resolutions 5 and 6

There is no voting exclusion on these resolutions.

Resolution 7

As at the date of dispatch of this Notice, 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.

However, if, between the date of dispatch of this Notice and the date of the Meeting, the Company proposes to make an issue of Equity Securities under Listing Rule 7.1A.2, the Company will disregard votes cast in favour of this Resolution by or on behalf of:

(a) any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder or ordinary securities in the Company); or

• (b) an associate of that person or those persons.

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

• (a) a person as 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 of the Meeting to vote on the Resolution as the Chair of the Meeting 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; and

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

A vote must not be cast as proxy on Resolution 1 and 4 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

7. Restrictions on KMPs voting undirected proxies

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(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, 6 and 7 are proposed as special resolutions. 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 2024 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 2024 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 2024 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 2024 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 2024 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 Re-Election of Mr Peter Graham as a Director of the Company

2.1 Background

The Company’s Constitution requires that, a director (except for the managing director) must not hold office without re-election past the third annual general meeting following that director’s appointment or last election; or for more than three (3) years, whichever is longer. The retiring directors are eligible for re-election. Mr Graham was last elected on 27 January 2022.

Peter is an experienced corporate advisor with a comprehensive financial background. Initially in accountancy before a decade of Treasury roles with Westpac and UBS, Peter switched to equities in the 1990’s and has over 20 years’ experience as a research analyst, institutional dealer and corporate advisor. The significant finance and capital markets experience was to the fore after Peter joined the board as Chairman, with TZ embarking on successful capital raises to substantially reduce the Group’s debt.

2.2 Directors Recommendation

The Board (with Mr Peter Graham abstaining) recommends that Shareholders vote in favour of the re-election of Mr Graham.

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

2.3 Voting Exclusions

See Note 6 for voting exclusions on this resolution.

Resolution 3 Re-Election of Mr Simon White as a Director of the Company

2.4 Background

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The Company’s Constitution requires that, a director (except for the managing director) must not hold office without re-election past the third annual general meeting following that director’s appointment or last election; or for more than three (3) years, whichever is longer. The retiring directors are eligible for re-election. Mr White was last elected on 27 January 2022.

Post a successful AFL career, Simon worked in corporate advisory and equity capital markets, with initial experience at Patersons Stockbroking before joining Sequoia Financial Group (SEQ) and then the Delcor Family office. In this time Simon worked on IPO’s, equity placements, corporate advisory and restructuring. He has worked on a variety of deals across many business sectors. Recently, Simon has been Director of Investor Relations with Paradigm Biopharma. Simon’s skills in corporate governance will be most beneficial to the TZ Limited board.

2.5 Directors Recommendation

The Board (with Mr Simon White abstaining) recommends that Shareholders vote in favour of the re-election of Mr White.

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

2.6 Voting Exclusions

See Note 6 for voting exclusions on this resolution.

Resolution 4 Approval of Issues of Securities under TZL’s Equity Incentive Plan;

4.1 Background

Shareholders previously approved TZ Limited’s Equity Incentive Plan ( EIP or the Plan ).

The objectives of the Plan are to:

• provide Eligible Employees with an additional incentive to improve the performance;

• attract and retain talents essential for the continued growth and development of the Company;

• promote and foster loyalty and support amongst the employees for the benefit of the Company;

• enhance the relationship between the Company and the talents for the long-term mutual benefit of all parties; and

• provide the employees with the opportunity to acquire shares, options or rights in the Company, in accordance with the EIP.

ASX Listing Rule 7.1 imposes a limit on the number of equity securities which the Company can issue in a given 12month period without prior shareholder approval. If Shareholders approval is obtained in accordance with ASX Listing Rule 7.2 (Exception 13), the number of equity securities issued under the approved employee incentive scheme will be exempted from being counted towards the ASX Listing Rule 7.1 issuing capacity. ASX Listing Rule 7.2 (Exception 13) provides an exception to ASX Listing Rule 7.1 for securities issued under an employee incentive scheme within three (3) years after shareholder approval.

The Company is therefore seeking Shareholder approval for the purpose of ASX Listing Rule 7.2 (Exception 13) for issuing securities under its EIP for the next three (3) years. A copy of the EIP rules is available on the Company’s website at https://tz.net/investors/corporate-governance/.

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The Board is committed to incentivising and retaining the Company’s Directors, employees and consultants in a manner which promotes alignment of their interests with shareholders’ interests. Additionally, the Board considers equity-based compensation an integral component of the Company’s remuneration platform. It will allow the Company to conserve and improve its cash flow position whilst offering competitive remuneration incentives to its employees.

The Plan will enable the employees, Directors or such other persons as the Board should deem eligible, to receive shares, options or rights to acquire shares in the Company.

No directors or their associates can or will be issued shares, options or rights under the Plan unless shareholder approval of each specific proposed issue is obtained.

For the purposes of ASX Listing Rule 7.2 (Exception 13), the maximum number of securities proposed to be granted under the EIP in the three (3) years period from the date of this Meeting will be 12,829,155, being 5% of the total issued Shares as at 3 October 2024. This maximum amount is not intended to be a prediction of the actual number of securities to be issued under the EIP, but is simply a maximum number for the purposes of ASX Listing Rule 7.2 (Exception 13) to allow the Company to grant up to the threshold amount over the three (3) years period without reducing its placement capacity under ASX Listing Rule 7.1. Any additional issues under the EIP above that number would be made using the Company's placement capacity under ASX Listing Rule 7.1.

The Company wishes to preserve the flexibility to use its placement capacity under ASX Listing Rule 7.1 for each of the 12-month period in the next three (3) years for issuing securities that are not related to the EIP. If this Resolution is approved, the Company will be able to issue equity securities under the EIP to eligible participants over a period of three (3) years and those equity securities will not count towards the Company’s placement capacity under ASX Listing Rule 7.1 applicable at the relevant time. If this Resolution is not approved, issues of securities under the EIP will be subject to the Company’s placement capacity under ASX Listing Rule 7.1 applicable at the relevant time.

If Shareholders approve this Resolution, any grant of securities under the EIP will not be included in the 15% limit imposed by ASX Listing Rule 7.1 for a period of three years from the date of the Meeting.

If this Resolution is not approved by Shareholders, any securities issued by the Company under the EIP will be included in the formula to calculate the number of securities which the Company may issue in any 12-month period using ASX Listing Rule 7.1 (15% Capacity).

For the avoidance of doubt, the Company must seek shareholder approval under Listing Rule 10.14 in respect of any future issues of securities under the EIP to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained.

4.2 ASX Listing Rules

ASX Listing Rules 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 ).

ASX Listing Rule 7.2 exception 13(b) provides an exception to ASX Listing Rule 7.1 for securities issued under an employee incentive scheme within 3 years after shareholder approval of the scheme. The Company therefore seeks approval of the EIP under ASX Listing Rule 7.2 Exception 13 so that issues of securities under the EIP do not impede Company’s 15% Capacity. The following information is included in accordance with Listing Rule 7.2 (Exception 13):

• (a) A summary of the terms of the EIP is set out below;

• (b) The number of securities issued under the EIP since the date of the last approval (being 27 January 2022) under Listing Rule 7.2 (Exception 13) is 7,012,500;

• (c) The maximum number of equity securities proposed to be issued under the EIP following the approval of this Meeting is stated above.

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4.2.1 Summary of material terms and conditions of the Company’s EIP

A summary of material terms and conditions of the Company's EIP is set out below. For full details of the EIP, please refer to the rules themselves which are accessible in the manner stated above. All capitalised terms under this part 4.2.1 will have the same meaning as defined under the rules of the EIP unless it is otherwise indicated.

• The EIP sets out the framework for the offer of Shares, Options or Performance Rights by the Company, and is typical for a document of this nature.

• In making its decision to issue Shares, Options or Performance Rights, the Board may decide the number of securities and the vesting conditions which are to apply in respect of the securities. The Board has broad flexibility to issue Shares, Options or Performance Rights having regard to a range of potential vesting criteria and conditions.

• In certain circumstances, unvested Options or Performance Rights will immediately lapse and any unvested Shares held by the participant will be transferred back to the Company for nil transfer price and the Company will buy back those unvested shares, if the relevant person is a “bad leaver” as distinct from a “good leaver”.

• If a participant acts fraudulently or dishonestly or is in breach of their obligations to the Company or its subsidiaries, the Board may determine that any unvested Performance Rights or Options held by the participant immediately lapse and that any unvested Shares held by the participant be forfeited.

• In certain circumstances, Shares, Performance Rights or Options can vest early, including following a change of control or other events of a similar nature. For the purposes of this rule, a relevant control event occurs in a number of scenarios as outlined within the plan.

• The total number of Shares that would be issued were each Option, Performance Right and Share under the EIP exercised or vested (as applicable), plus the number of Shares issued in the previous three years under the EIP, must not, subject to certain prescribed exemptions, at any time, exceed 5% of the total number of Company Shares on issue. Shares issued under the EIP will rank equally in all respects with other Shares and the Company must apply for the quotation of such Shares.

• The Board has discretion to impose restrictions (except to the extent prohibited by law or the ASX Listing Rules) on Shares issued or transferred to a participant on vesting of an Option or a Performance Right, and the Company may implement appropriate procedures to restrict a participant from so dealing in the Shares.

• In respect of vested Options or Performance Rights, if the Board becomes aware of an event which would have resulted in vesting criteria not being satisfied, such as a material misstatement in the Company’s financial statements during the vesting period, any affected vested Options or Rights may be cancelled for no consideration.

• The Plan allows for a cashless exercise of Options or Rights where the Board may permit the Participant to exercise Options or Rights by way of a cashless exercise.

• In the event of any reorganisation of the issued capital of the Company on, or prior to, the expiry of the Performance Rights or Options, the rights of the relevant security holder can be changed in the discretion of the Board, including to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

• The Board is granted a certain level of discretion under the EIP, including the power to amend the rules under which the EIP is governed and to waive vesting conditions, forfeiture conditions or disposal restrictions.

4.2.2 Corporations Act

Approval is also sought for the purposes of sections 259B and 260C of the Corporations Act 2001 (Cth).

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The Plan provides for the Company to take security over shares issued under the Plan, and to place restrictions on transfer and voting which may also constitute taking security over its own shares. Section 259B(1) of the Corporations Act provides that a company must not take security over shares in itself except as permitted by the Corporations Act. Section 259B(2) provides that the Company may take security over shares in itself under an employee share scheme that has been approved by shareholders at a general meeting.

Under section 260C(4) of the Corporations Act, a company may financially assist a person to acquire its shares if the financial assistance is given under an employee share scheme that is approved by shareholders at a general meeting. The Plan provides that the Company may make loans in respect of shares or other securities issued or to be acquired under the Plan and/or acquire shares or other securities to be held on trust for eligible participants. This may be considered to be the Company providing financial assistance for the acquisition of its own shares or other securities.

4.3 Directors Recommendation

As the Directors of the Company are excluded from voting pursuant to the Listing Rules, they make no recommendation to the shareholders in respect of the EIP.

The Chair in his capacity as proxy holder intends to vote undirected proxies in favour of approving this Resolution.

4.4 Voting Exclusions

See Note 6 for voting exclusions on this resolution.

Resolution 5 Approval of Proportional Takeover Provision Renewal

5.1 Background

The Company’s Constitution currently contains provisions dealing with proportional takeover bids for the Company’s Shares. The provisions, which are contained in clause 27 of the Constitution (and Amended Constitution), are designed to assist Shareholders to receive proper value for their Shares if a proportional takeover bid is made for the Company ( Proportional Takeover Provisions or Provisions ).

Under the Corporations Act, these Provisions must be renewed every three years, or they will cease to have effect. The Constitution (and the Provisions in Clause 27) was adopted on 27 January 2022. The current Provisions will automatically cease to have effect by 27 January 2025 unless they are renewed by Shareholders' approval under this Resolution. If renewed again at this year’s AGM, the proposed proportional takeover Provisions will be in exactly the same terms as the existing Provisions and will have effect for a three-year period commencing on the date of the Meeting.

The Corporations Act requires that the following information be provided to Shareholders when they are considering the inclusion of proportional takeover provisions in a constitution.

5.2 Statement under the Corporations Act

In seeking shareholder approval for the renewal of the Provisions, the Corporations Act requires the following information to be provided to shareholders when they are considering the renewal of the Provisions.

5.2.1 What is a proportional takeover bid?

A proportional takeover bid is a takeover bid where the bidder offers to buy only a specified proportion of each shareholder’s shares in the target company.

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5.2.2 Effect of provisions proposed to be renewed

If a proportional takeover bid is made, the Directors must ensure that Shareholders vote on a resolution to approve the bid at least 14 days before the last day of the bid period or a later date allowed by the Australian Securities and Investments Commission. The vote is decided on a simple majority.

Each person who, as at the end of the day on which the first offer under the proportional takeover bid was made, held the class of shares in the Company in respect of which offers are made under the proportional takeover bid, is entitled to vote, but the bidder and its associates are not allowed to vote.

If the resolution is not passed, transfers giving effect to a contract resulting from the acceptance of an offer made under a proportional takeover bid cannot be registered. If the resolution is approved, or is taken to have been approved, the transfers must be registered if they comply with the Corporations Act and the Company’s Constitution.

If the resolution is not voted on before the 14-day deadline specified in the Corporations Act, the bid will be taken to have been approved.

The Proportional Takeover Provisions do not apply to full takeover bids. The renewed provisions will expire after three years, unless again renewed by Shareholders by a special resolution.

5.2.3 Reason for the resolution

A proportional takeover bid means that control of a company may pass without Shareholders having the chance to sell all their shares to the bidder. The bidder may take control of the company without paying an adequate price.

To deal with this possibility, the Corporations Act permits a company to provide in its constitution that if a proportional takeover bid is made, shareholders must vote on whether to accept or reject the proportional takeover bid and that decision will be binding on all the shareholders.

The benefit of the Proportional Takeover Provisions is that they allow the Company’s Shareholders to decide collectively whether the proportional takeover bid is acceptable in principle and it may ensure that any partial offer is appropriately priced.

If the offer does proceed, individual Shareholders can then make a separate decision as to whether they wish to accept the bid for their shares.

5.2.4 Awareness of current acquisition proposals

As at the date of this Notice, none of the Directors are aware of any proposal for any person to acquire (or increase the extent of) a substantial interest in the Company from its current level.

5.2.5 Advantages and disadvantages of the Proportional Takeover Provisions

There have been no proportional takeover bids for the Company while the Provisional Takeover Provisions have been in operation. Accordingly, there are no actual examples against which to assess the advantages and disadvantages of the Provisions.

Page 14 of 22

5.2.6 Potential advantages and disadvantages of the proposed resolution for both Directors and Shareholders

An advantage to the Directors of renewing the Proportional Takeover Provisions is that the Directors will be able to assess the Shareholders’ views on a proportional takeover bid should one be made. Otherwise, the Directors consider that the proposed renewal of the Proportional Takeover Provisions has no potential advantages or disadvantages for Directors given that they remain free to make a recommendation on whether a proportional takeover bid should be approved or rejected.

The potential advantages of the Proportional Takeover Provisions for Shareholders of the Company include:

• that the provisions give Shareholders an opportunity to consider the terms of a proportional takeover bid to determine whether it is in their best interests that it proceed and, on that basis, enables Shareholders to decide whether or not to accept the offer;

• the provisions may discourage the making of a proportional takeover bid which may be opportunistic and may prevent control passing without payment of an appropriate control premium;

• an increase in Shareholders’ bargaining power may assist in ensuring that the proportional takeover bid is adequately priced;

• the provisions may assist Shareholders to avoid being locked in as a minority; and

• knowing the view of the majority Shareholders may assist each individual Shareholder assessing the likely outcome of the proportional takeover bid and whether to approve or reject that bid.

The potential disadvantages of the Proportional Takeover Provisions for Shareholders of the Company include:

• that the provisions may make proportional takeover bids more difficult to succeed and therefore effectively discourage proportional takeover bids being made;

• the provisions may reduce the freedom for Shareholders to sell some or all of their shares at a premium to persons seeking control of the Company and any takeover speculation element in the Company’s share price may also be reduced;

• the chance of a proportional takeover bid being successful may be reduced due to the delay, cost and uncertainty in convening a general meeting; and

• the provisions may be considered an additional restriction on the ability of individual Shareholders to deal freely with their shares.

The Directors consider that the potential advantages for Shareholders of the renewal of the Proportional Takeover Provisions outweigh the potential disadvantages. In particular, Shareholders as a whole are able to decide whether or not a proportional takeover bid is successful.

5.3 Directors Recommendation

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

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

5.4 Voting Exclusions

See Note 6 for voting exclusions on this resolution.

Resolution 6 Approval of Constitution Amendment

6.1 Background

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The Company is currently governed by its existing Constitution. Section 136 of the Corporations Act allows a company to modify its constitution by passing a special resolution.

This Resolution seeks shareholder approval to amend the Company’s Constitution in accordance with the amendments proposed below ( Amended Constitution ). The primary purpose of seeking shareholder approval to amend the Constitution revolves around enhancing our corporate governance practices, specifically regarding the utilisation of virtual technology in our general meetings. The amendments aim to provide clearer guidelines and protocols for conducting meetings virtually. This amendment aims to ensure that all shareholders, regardless of their physical location, can effectively participate in and contribute to our meetings using virtual platforms.

A copy of the Amended Constitution is available for review by shareholder at TZ Limited, Level 2, 40 Gloucester Street, The Rocks NSW 2000. A copy of the Amended Constitution can also be sent to shareholders upon request to the Company Secretary on/at + 61 3 9692 7222.

6.2 Proposed Amendments

The Company seeks Shareholder approval for the purposes of Section 136(2) of the Corporations Act, and for all other purposes, to amend the Constitution as follows.

Proposed Amendments

• (a) Amend and replace clause 9.1(b) to read as follows:

• “(b) The Company may hold a general meeting (whether called by Directors or requisition):

  • (i) at one or more venues;

  • (ii) at one or more venues and using Virtual Meeting Technology ( Hybrid Meeting ); or

  • (iii) without any physical attendance using Virtual Meeting Technology only ( Virtual Meeting

provided that, in each case, shareholders as a whole are given a reasonable opportunity to participate in the meeting.”

• (b) Amend and replace clause 10.6(b) to read as follows:

• “(b) If a separate meeting place is linked to the main place of a general meeting by Virtual Meeting Technology or if a Virtual Meeting is being conducted:

  • (i) members participating via Virtual Meeting Technology must be given a reasonable opportunity to participate in the business for which the meeting has been convened;

  • (ii) the Virtual Meeting Technology should allow the Chair to be aware of proceedings in the other place;

  • (iii) the Virtual Meeting Technology should enable the shareholders attending virtually or in a separate meeting place to vote on a show of hands or on a poll;

  • (iv) a shareholder presents virtually or at the separate meeting place is taken to be present at the general meeting and entitled to exercise all rights at a general meeting.”

Other Minor Amendments

Some minor amendments have also been carried out throughout the document in order to refresh definitions, that do not alter the meaning of the clauses, that are cosmetic or that are needed in order render the foregoing amendments effective.

Page 16 of 22

6.3 Directors Recommendation

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

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

6.4 Voting Exclusions

See Note 6 for voting exclusions on this resolution.

Resolution 7 Approval of 10% Placement Facility

7.1 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.

7.2 ASX Listing Rules Information

7.2.1 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.

7.2.2 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:

Page 17 of 22

(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

  • 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.

7.2.3 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 15 October 2024, has on issue one class of quoted equity securities, being Shares as follows:

ASX Security Code and Description	Total Number
TZL: Ordinary Fully Paid	256,583,114

7.3 Specific information required by Listing Rule 7.3A

Page 18 of 22

7.3.1 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 21 November 2025;

• (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.

7.3.2 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.

7.3.3 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.

7.3.4 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 15 October 2024 ( 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:

Page 19 of 22

• (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.

• (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 $0.033 being the closing price of the Shares on ASX on 15 October 2024.

Table – Dilution Table

Variable 'A' in Listing Rule			Issue Price
7.1A.2
	Dilution Scenario	50% decrease in Current Share Price	Current Share Price	100% increase in Current Share Price
		$0.017	$0.033	$0.066
CurrentVariableA	10% Voting Dilution		25,658,311 Shares
256,583,114
Shares	Funds raised	$423,362	$846,724	$1,693,449
50% increase in current VariableA	10% Voting Dilution		38,487,467 Shares
384,874,671
Shares	Funds raised	$635,043	$1,270,086	$2,540,173
100% increase in current VariableA	10% Voting Dilution		51,316,623 Shares
513,166,228
Shares	Funds raised	$846,724	$1,693,449	$3,386,897

7.3.5 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

Page 20 of 22

• (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.

7.3.6 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.

7.3.7 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.

7.4 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.

7.5 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.

7.6 Voting Exclusions

See Note 6 for voting exclusions on this resolution.

Page 21 of 22

GLOSSARY

	GLOSSARY
$	means Australian Dollars.
15% Placement	has the meaning as defined in the Explanatory Statement.
Facility
10% Placement Period	has the meaning as defined in the Explanatory Statement.
AEDT	means Australian Eastern Daylight Standard Time.
Amended Constitution	means the constitution of the Company as amended in accordance with the proposed
	amendments as set out in this Notice if Resolution 6 is passed.
Annual Report	means the Directors’ Report, the Financial Report, and Auditor’s Report, in respect to
	the year ended 30 June 2024.
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.
EIP	means the TZ Limited Employee Incentive Plan.
Equity Security	has the meaning as defined under Listing Rule 19.12.
Explanatory Statement	means the explanatory statement which forms part of the Notice of Meeting.
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.
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 2024 and which is set out in the 2024
	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 22 of 22

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

TZ Limited Annual General Meeting

The TZ Limited Annual General Meeting will be held on Thursday, 21 November 2024 at 11:00am (AEDT). You are encouraged to participate in the meeting using the following options:

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MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

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

For your proxy appointment to be effective it must be received by 11:00am (AEDT) on Tuesday, 19 November 2024.

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ATTENDING THE MEETING VIRTUALLY

To watch the webcast, ask questions and vote on the day of the meeting, you will need to register

via

https://vistra.zoom.us/webinar/register/WN_1gPXVU7vRCqGoJiybQCCMw

After registering, you will receive a confirmation email containing information about joining the meeting.

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/000001/000001

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, 19 November 2024.

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, 21 November 2024 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 Resolutions 1 and 4 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 4 are 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 Resolutions 1 and 4 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	Re-Election of Mr. Peter Graham as a Director of the Company
Resolution	3	Re-Election of Mr. Simon White as a Director of the Company
Resolution	4	Approval of Issues of Securities under TZL’s Equity Incentive Plan
Resolution	5	Approval of Proportional Takeover Provision Renewal
Resolution	6	Approval of Constitution Amendment
Resolution	7	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.

Step 3 Signature of Securityholder(s)

This section must be completed.

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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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T Z L