TZ LIMITED — Capital/Financing Update 2021

May 6, 2021

Level 2, 40 Gloucester Street The Rocks NSW 2000 Australia Telephone (+61) 2 9137 7300

www.tz.net

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TZ Limited

ABN 26 073 979 272

7 May 2021

ASX Announcement

RIGHTS ISSUE OFFER DOCUMENT

TZ Limited (ASX: TZL) ( the Company ) advises that the enclosed Offer Booklet and personalised Entitlement and Acceptance Form for the Non-Renounceable Rights Issue announced on 28 April 2021 have been despatched to Eligible Shareholders today.

The Rights Issue will raise up to $7.06 million (before costs) with proceeds to pay down debt.

The Closing Date for the Rights Issue is 28 May 2021.

The Company has also despatched a letter to ineligible shareholders today.

Shareholders can request an electronic copy of their personalised Entitlement Offer application form at - https://tz.investorportal.com.au/request-rights-issue-form/

For further information, please contact:

Warrick Lace Scott Beeton Investor Relations Managing Director +61 404 656 408 +61 400 252 425 Warrick.lace@reachmarkets.com.au s.beeton@tz.net

This announcement has been approved by the board of directors.

About TZ Limited

TZ Limited (“ TZ ”) is a technology company that is listed on the Australian Securities Exchange. TZ is the leader in SMArt Device™ technology combining state-of-the-art SMA actuated intelligent fastening and locking devices with TZ remote software control. TZ’s systems deliver asset level protection and compelling solutions for security, monitoring and control applications across a number of market segments. The Company currently supplies market leading solutions to major corporations worldwide to the Data Centre industry and in the Automated Parcel Locker and E- Commerce market.

For additional information on TZ Limited, please visit www.tz.net.

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TZ Limited

ACN 073 979 272

OFFER BOOKLET

Non-Renounceable Rights Issue

A 1-for-2 non-renounceable rights issue by TZ Limited ACN 073 979 272 of up to 58,836,206 new fully paid ordinary shares in the Company at an issue price $0.12 per share to raise up to approximately $7.06 million (before costs). The rights issue is not underwritten.

Last date for acceptance and payment:

5pm (Sydney time) on Friday, 28 May 2021

This Offer Booklet is an important document and requires your immediate attention. This document and the accompanying Entitlement and Acceptance Form should be read in their entirety. If you are in any doubt about what to do, you should consult your professional adviser without delay.

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7 May 2021

Dear Shareholder

NON-RENOUNCEABLE RIGHTS ISSUE

The directors ( Directors ) of TZ Limited ACN 073 979 272 ( Company ) are pleased to offer you the opportunity to participate in a 1-for-2 pro rata non-renounceable rights issue of new shares as set out in this offer booklet ( Offer Booklet ).

The offer is available to all shareholders who are, as at 7pm (Sydney time) on Tuesday, 4 May 2021 ( Record Date ), registered (in accordance with the records of the Company's share registry) with a registered address in Australia or New Zealand ( Eligible Shareholders ).

1. Introduction

1.1 Key Details

As announced on Wednesday, 28 April 2021, the Company invites Eligible Shareholders to participate in a non-renounceable rights issue on the basis of one new fully paid ordinary share in the Company (each, a New Share ) for every two existing shares in the Company (each, a Share ) held at an issue price of $0.12 per New Share ( Issue Price ) ( Rights Issue ).

Under the Rights Issue, the Company is seeking to raise up to approximately $7.06 million. As the Rights Issue is not underwritten, there is a risk that not all New Shares will be issued by the Company and therefore there is no certainty that the full amount of approximately $7.06 million sought by the Company under the Rights Issue will be raised.

The funds raised under the Rights Issue will be used for the following purposes:

• repay part of the debt owed to First Samuel Limited[1] ( First Samuel );

• to pay the costs of the Rights Issue; and

• for general working capital purposes.

Under the Rights Issue, Eligible Shareholders may also apply for " Additional New Shares " (i.e. New Shares in excess of their pro rata entitlement under the Rights Issue ( Entitlement )). The allocation of Additional New Shares and any scale back will be subject to availability of Additional New Shares and in the Company's absolute discretion[2] .

The Rights Issue is being managed by Reach Markets Pty Ltd. For any questions about the Rights Issue, please contact Reach Markets at advisers@reachmarkets.com.au or 03 8080 5795.

Shareholders can request an electronic copy of their personalised Entitlement Offer application form at - https://tz.investorportal.com.au/request-rights-issue-form/

1 Subject to agreement with First Samuel (and Shareholder approval at a general meeting (if necessary)), the Company expects to convert all or a part of the residual amount owing to First Samuel (which amount is estimated to be approximately $4,000,000 on completion of the Rights Issue) into equity.

2 Please note that Additional New Shares will only be allocated to you if there are sufficient New Shares from Eligible Shareholders who do not take up their full Entitlement or from New Shares that would have been offered to Ineligible Shareholders had they been eligible to participate in the Rights Issue.

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1.2 Issue Price

The Issue Price represents a 29% discount to the last traded price of the Shares on ASX on Friday, 23 April 2021 (i.e. the trading day immediately before the Shares were placed in a trading halt to allow the Company to conduct the Placement (defined below)) and a discount of 10.0% to the TERP of $.01333 per Share[3] .

1.3 Rights Issue pursuant to section 708AA of the Corporations Act

The Rights Issue is being conducted by the Company in accordance with section 708AA of the Corporations Act 2001 (Cth) ( Corporations Act ) without the issue of a prospectus or disclosure document under Chapter 6D of the Corporations Act. Accordingly, this Offer Booklet is not a prospectus, disclosure document or other offering document under the Corporations Act (or any other Australian or foreign law) and has not been (and will not be) lodged with the Australian Securities and Investments Commission.

The Company is a disclosing entity for the purpose of section 111AC of the Corporations Act and as such it is subject to regular reporting and disclosure obligations under section 674 of the Corporations Act and the Listing Rules of ASX Limited ( ASX ) ( Listing Rules ). These obligations require the Company to notify ASX of information about specified events and matters as they arise for the purpose of ASX making that information available to the securities exchange conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions) to notify ASX immediately once it is or becomes aware of any information concerning the Company which a reasonable person would expect to have a material effect on the price or value of the Shares. For the Company to rely on the disclosure exemption in section 708AA of the Corporations Act, the Company is required to lodge a "cleansing notice" under section 708AA(2)(f) of the Corporations Act[4] . That notice is required to:

• (a) set out any information that has been excluded from a continuous disclosure notice in accordance with the Listing Rules and that investors and their professional advisers would reasonably require, and would reasonably expect to find in a disclosure document, for the purpose of making an informed assessment of:

• (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

• (ii) the rights and liabilities attaching to the New Shares; and

• (b) state the potential effect of the issue of the New Shares on the control of the Company and the consequences of that effect.

The 21,500,000 new Shares ( Placement Shares ) issued under the Company's recently completed placement ( Placement ) are eligible to participate in the Rights Issue[5] .

1.4

Impact on Company

The pro forma consolidated balance sheet in Section 2.4 illustrates the expected effect of the Rights Issue on the Company's financial position.

3 The theoretical ex-rights price ( TERP ) is a theoretical price at which Shares should trade immediately after the "ex" date of the Rights Issue. The TERP is a theoretical calculation only and the actual price at which Shares trade immediately after the "ex" date may not equal the TERP.

4 The Company lodged a cleansing notice in respect of the Rights Issue with ASX on Thursday, 29 April 2021

5 For further detail in relation to the Placement, please see the Company's ASX announcement released on ASX on 28 April 2021. The Placement Shares were issued on 29 April 2021.

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1.5 Timetable

The Rights Issue will be conducted in accordance with the following timetable:

Event	Date
Lodgement of Appendix 3B and Cleansing Notice for Rights Issue with ASX	Thursday, 29 April 2021
"Ex" Date (i.e. the date from which Shares trade on ASX without an Entitlement)	Monday, 3 May 2021
Record Date (i.e. the time and date for determining Entitlements)	7pm (Sydney time), Tuesday 4 May 2021
Mailing of Offer Booklet and Entitlement and Acceptance Form to Eligible Shareholders	Friday, 7 May 2021
Closing Date for acceptances by Eligible Shareholders under the Rights Issue	5pm (Sydney time), Friday 28 May 2021
Trading in New Shares on ASX on a deferred settlement basis begins	Monday, 31 May 2021
Announcement to ASX of results of Rights Issue as required by paragraph 2 of Appendix 7A	Wednesday, 2 June 2021
Issue of New Shares to successful applicants under the Rights Issue	Friday, 4 June 2021
Lodgement of Appendix 2A for New Shares issued under the Rights Issue with ASX	Before noon (Sydney time) on Friday, 4 June 2021
Trading in New Shares on ASX on a deferred settlement basis ends	Market close on Friday, 4 June 2021
Trading in New Shares on ASX on a normal ("T+2") settlement basis begins	Monday, 7 June 2021

Note : This timetable is indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and Listing Rules, to change the dates, including the Closing Date and to accept late Applications under the Rights Issue (either generally, or in particular cases) without notice. Any extension of the Closing Date will have a consequential effect on the anticipated date for the issue of the New Shares. References in the timetable (or elsewhere in this Offer Booklet) to "New Shares" includes a reference to "Additional New Shares" if the context requires .

1.6

Shortfall

Any New Shares offered under the Rights Issue that are not subscribed for by Eligible Shareholders will form part of the shortfall ( Shortfall ). The Directors reserve the right, subject to the Corporations Act and the Listing Rules, to allocate any Shortfall to Eligible Shareholders[6] that apply for Additional New Shares or otherwise, to place any remaining Shortfall[7] at their discretion within 3 months after the Closing Date (at a price not less than the Issue Price).

6 Under the terms of the Rights Issue, "related parties" (as that term is defined in section 228 of the Corporations Act) (and/or their associates) of the Company are not eligible to apply for Additional New Shares. 7 Please also note that the Company will not place any part of the Shortfall to related parties (and/or their associates) of the Company.

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2. Details of the Rights Issue

2.1

The Rights Issue

The Company is making a pro rata non-renounceable non-underwritten offer of New Shares to Eligible Shareholders to subscribe for one New Share for every two Shares held at 7pm (Sydney time) on the Record Date at the Issue Price. Fractional entitlements to New Shares will be rounded up to the nearest whole New Share.

Your Entitlement to New Shares under the Rights Issue is shown on your Entitlement and Acceptance Form. Details on how to accept your Entitlement (or part of it) are set out in Section 3. This Offer Booklet will be mailed to Eligible Shareholders on or about Friday, 7 May 2021 together with a personalised Entitlement and Acceptance Form.

TZ will be running a live and interactive online investor briefing to discuss the Rights Issue and the future plans for the Company. Reserve your spot here - - https://tz.investorportal.com.au/shareholder briefing/

2.2

Size of the Rights Issue

The total number of New Shares that may be issued under the Rights Issue (and any subsequent placement of the Shortfall (if any)) will be approximately 58.8 million (the exact number depends on the rounding up of individual holdings and whether any option holders exercise options for the issue of Shares prior to the Record Date).

The table below sets out, for illustrative purposes only, the existing capital structure (before the Rights Issue) together with the impact of the issue of the New Shares under the Rights Issue.

Shares	Number
Total number of Shares on issue as at noon on Friday, 7 May 2021	117,672,412
Maximum number of New Shares to be issued under the Rights Issue (subject to the effects of rounding)	58,836,206
Total number of Shares on issue on completion of the Rights Issue (assuming that the Rights Issue is fully subscribed)	176,508,6188
Total number of Shares on issue on completion of the Rights Issue (assuming that the Rights Issue is 50% subscribed)	147,090,515

Note: The above capital table assumes that no options (or other convertible securities) are exercised before the Record Date. The Company has on issue 2,241,000 unlisted options which are split into three equal series; the first series has an exercise price of $0.25 and an expiry date of 31 August 2024; the second series has an exercise price of $0.40 and an expiry date of 31 August 2025; the third series has an exercise price of $0.45 and an expiry date of 31 August 2026. If any options are exercised before the Record Date, the number of Shares on issue in the capital of the Company will increase and the maximum number of New Shares that could be issued under the Rights Issue will also increase .

8 The precise maximum number of Shares that may be on issue on completion of the Rights Issue is subject to the effects of rounding.

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If the Rights Issue is fully subscribed, the effect of the Rights Issue will be to increase the number of Shares on issue in the Company by up to 58,836,206 and increase the cash held by the Company by up to $7.06 million (before taking into account the expenses of the Rights Issue (which are expected to be up to a total of $440,000).

If the Rights Issue is 50% subscribed, the effect of the Rights Issue will be to increase the number of Shares on issue in the Company by up to 29,418,103 and increase the cash held by the Company by up to $3.53 million (before taking into account the expenses of the Rights Issue).

2.3 Use of funds raised under the Rights Issue

The purpose of the Rights Issue is to raise a maximum of $7.06 million (before costs and assuming that the Rights Issue is fully subscribed).

Assuming that the maximum amount is raised under the Rights Issue, the funds raised are intended to be allocated as follows:

Allocation of funds raised under the Rights Issue	Amount $ (maximum)
Repay part of the debt owed to First Samuel	$6,500,000
General working capital purposes	$120,345
Costs of the Rights Issue (brokerage, legal, printing, mailing, ASX Fees and share registry)	$440,000
Total	$7,060,345

Note : Eligible Shareholders should note that the estimated expenditures referred to above are subject to modification by the Company depending on the actual amount raised under the Rights Issue. Eligible Shareholders should further note that on completion of the Rights Issue the total amount owing to First Samuel will be reduced to approximately $4,000,000. Subject to agreement with First Samuel and Shareholder approval at a general meeting (if required), the Company expects to convert all or a part of this residual amount owing to First Samuel into equity .

2.4 Pro Forma Balance Sheet

The following pro forma consolidated balance sheet illustrates the effect of the Rights Issue on the Company. It has been prepared based on the reviewed half-yearly financial statements as at 31 December 2020. It is not intended to represent the financial position of the Company upon completion of the Rights Issue. It is provided as an illustration of the effect of the Rights Issue only. The actual impact on the Company's financial position is dependent on a range of factors, a number of which are outside the control of the Company.

The unaudited pro forma balance sheet as at 31 December 2020 below has been prepared on the basis of the accounting policies normally adopted by the Company and reflects the possible changes to its financial position as noted below. The pro forma balance sheet has been prepared subject to the notes set out below. As the Rights Issue is not underwritten, there is a risk that not all New Shares will be issued.

The pro forma balance sheet has been prepared to provide Eligible Shareholders with information on the pro forma assets and liabilities of the Company. The pro forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

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Pro-forma Balance Sheet

Assets Current Assets Cash & cash equivalents Trade & other receivables Other current assets Total Current Assets Non-Current Assets Plant & equipment Intangibles Other non-current assets Total Non-Current Assets Total Assets Liabilities Current Liabilities Trade & other payables Borrowings Other current liabilities Total Current Liabilities Non-Current Liabilities Borrowings Total Non-current Liabilities Total Liabilities Net Assets Equity Issued Capital Equity Reserves Assumulated losses Total Equity	A B C 31 Dec 2020 50% take up of Rights Issue 100% take up of Rights Issue Other Equity Adjustments $ $ $ $ 596,915 3,283,094 6,620,118 2,571,780 2,247,511 2,519,794 5,364,220 216,628 1,657,430 29,931 1,903,989 7,268,209 2,250,237 11,476,579 2,554,896 16,281,712 603,133 603,133 16,884,845 -9,616,636 212,680,522 3,283,094 6,620,118 2,571,780 -4,134,496 -218,162,662 -9,616,636	D E Pro forma 50% take up of Rights Issue Pro forma 100% take up of Rights Issue $ $ 6,451,789 9,788,813 2,247,511 2,247,511 2,519,794 2,519,794
		11,219,094 14,556,118
		216,628 216,628 1,657,430 1,657,430 29,931 29,931 1,903,989 1,903,989 13,123,083 16,460,107 2,250,237 2,250,237 11,476,579 11,476,579 2,554,896 2,554,896 16,281,712 16,281,712
		603,133 603,133
		603,133 603,133
		16,884,845 16,884,845
		-3,761,762 -424,738
		218,535,396 221,872,420 -4,134,496 -4,134,496 -218,162,662 -218,162,662
		-3,761,762 -424,738

Notes to the pro forma balance sheets:

The consolidated balance sheet of 31 December 2020 has been extracted from the reviewed half-yearly financial statements. No account has been taken of any trading or transactions of the Company since 31 December 2020 except for the transactions noted below:

• (a) the adjustment to Share capital shown in column A (and included in the pro forma balance sheet in column D) reflects the issue of 29,418,103 New Shares under the Rights Issue (i.e. it assumes a 50% take up under the Rights Issue), less approximately $250,000 of costs of the Rights Issue;

• (b) the adjustment to Share capital shown in column B (and included in the pro forma balance sheet in column E) reflects the issue of 58,836,206 New Shares under the Rights Issue (i.e. it assumes a 100% take up under the Rights Issue), less approximately $440,000 of costs of the Rights Issue;

• (c) the adjustments to Share Capital shown in column C (and included in both pro forma balance sheets in columns D and E) reflect the placement of 2,000,000 shares in January 2021 to raise $180,000, less approximately $3,000 of costs, as well as the placement of 21,500,000 shares in April 2021 to raise $2,580,000, less approximately $185,000 of costs.

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2.5 No rights trading

The Rights Issue is structured as a non-renounceable rights issue. Accordingly, there will be no trading of rights to subscribe for the New Shares ( Rights ) on ASX and Rights may not be sold or transferred.

2.6 Rights Issue not underwritten

The Rights Issue is not underwritten. This means that the full amount proposed to be raised by the Company under the Rights Issue may not ultimately be raised by the Company.

Any New Shares not taken up by Eligible Shareholders by the Closing Date will form part of the Shortfall.

The Directors reserve the right, subject to the Corporations Act and the Listing Rules, to place the Shortfall to Eligible Shareholders[9] that apply for Additional New Shares (refer Section 3.4) or otherwise, at their discretion within 3 months after the close of the Rights Issue[10] (at a price not less than the Issue Price).

2.7

No cooling-off rights

Cooling-off rights do not apply to an investment in New Shares under the Rights Issue. This means that you cannot withdraw your application under your personalised Entitlement and Acceptance Form once it has been received by the Company.

2.8

Potential effect on control

Eligible Shareholders who take up their Entitlements in full will not have their interest in the Company diluted by the Rights Issue (subject to the minor effects of rounding).

The following persons are "substantial" Shareholders (i.e. Shareholders who hold 5% or more of the Company's voting securities (i.e. the Shares)):

Name	Number of Shares held (before Rights Issue)	Percent of issued capital (before Rights Issue)
First Samuel	22,899,518	19.46%
Delcor Advisory Investment Group Pty Ltd (Delcor)	14,041,074	11.93%
SG Hiscock and Company Limited	8,212,346	6.98%

So far as the Company is aware and based on the substantial holder notices given to the Company prior to the date of this Offer Booklet there are no Shareholders with a relevant interest in 20% or more of the Company's Shares.

9 Under the terms of the Rights Issue, "related parties" (as that term is defined in section 228 of the Corporations Act) (or their associates) of the Company are not eligible to apply for Additional New Shares.

10 Please also note that the Company will not place any part of the Shortfall to related parties (or their associates) of the Company.

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The potential effect of the issue of New Shares under the Rights Issue on the control of the Company is as follows:

• (a) If all Eligible Shareholders take up their Entitlement in full, then the Rights Issue will not have a significant effect on the control of the Company.

• (b) If an Eligible Shareholder does not take up their Entitlement in full, then the proportionate interest in the Company's Shares of that Eligible Shareholder will be diluted.

• (c) The proportional interests of Shareholders with registered addresses outside of Australia or New Zealand (if any), will be diluted because such ineligible foreign Shareholders are not entitled to participate in the Rights Issue.

• (d) If each of First Samuel and Delcor take up their Entitlement in full[11] , but no other Eligible Shareholders participates in the Rights Issue (and the Directors do not issue any of the Shortfall within 3 months of the Closing Date), the voting power of First Samuel[12] and Delcor[13] will increase as shown below:

Name	Shares held (before Rights Issue)	Percent of Shares (before Rights Issue)	Shares held after taking-up Entitlement	Percent of Shares (after Rights Issue)
First Samuel	22,899,518	19.46%	34,349,277	25.23%
Delcor	14,041,074	11.93%	21,061,611	15.47%

• (e) If each of First Samuel and Delcor take up their Entitlement in full[14] , and all other Eligible Shareholders subscribe for half (i.e. 50%) of their Entitlement under the Rights Issue (and the Directors do not issue any of the Shortfall within 3 months of the Closing Date), the voting power of First Samuel and Delcor will increase as shown below:

Name	Shares held (before Rights Issue)	Percent of Shares (before Rights Issue)	Shares held after taking-up Entitlement	Percent of Shares (after Rights Issue)
First Samuel	22,899,518	19.46%	34,349,277	21.97%
Delcor	14,041,074	11.93%	21,061,611	13.47%

11 As at the date of this Offer Booklet, it is not known whether Delcor (or any other substantial holder (other than First Samuel) or any Director of the Company) will participate in the Rights Issue and if so to what extent they will participate. First Samuel has committed to take up its Entitlement in full.

12 Although considered to be unlikely, if First Samuel subscribed for its Entitlement in full (and no other Shareholder subscribed for their Entitlement (whether in full or in part), the voting power of First Samuel would increase from 19.46% to 26.6% on completion of the Rights Issue.

13 Although considered to be unlikely, if only Delcor subscribed for its Entitlement in full (and no other Shareholder subscribed for their Entitlement (whether in full or in part), the voting power of Delcor would increase from 11.93% to 16.89% on completion of the Rights Issue.

14 As at the date of this Offer Booklet, it is not known whether Delcor (or any other substantial holder (other than First Samuel) or any Director of the Company) will participate in the Rights Issue and if so to what extent they will participate. First Samuel has committed to take up its Entitlement in full.

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• (f) The Directors will not issue any portion of the Shortfall to any Eligible Shareholder or any new investor following completion of the Rights Issue if that issuance would result in that person (or persons) having voting power of 20% or more in the Company's securities.

• (g) In the unlikely event that no Eligible Shareholder participates in the Rights Issue and First Samuel takes up its Entitlement in full (which it has committed to do), First Samuel will have a relevant interest in 34,349,277 Shares (equivalent to 26.60% of the Company's Shares on issue on completion of the Rights Issue).

• (h) Given the discounted Issue Price, the relatively small number of large Shareholders and the fact that Eligible Shareholders are able to apply for Additional New Shares, the Company does not expect the Rights Issue to have a material effect on the control of the Company.

2.9 ASX quotation of New Shares

The Company has made an application to ASX for the New Shares to be quoted on the financial market provided by ASX.

If that application is not approved by ASX, the Company will not issue any New Shares and all application monies received (without interest) will be refunded in full to each applicant.

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

Trading of the New Shares will, subject to ASX approval, occur on or about the date specified in the timetable in Section 1.5.

2.10 Issue of New Shares

Subject to the New Shares being granted quotation on ASX, the New Shares will be issued in accordance with the timetable in Section 1.5.

It is expected that New Shares will be issued on 4 June 2021, and that updated holding statements for the New Shares will be despatched at the end of June 2021.

2.11 Eligible Shareholders

The Rights Issue is being made to all Eligible Shareholders who are, as at 7pm (Sydney time) on the Record Date, registered (in accordance with the records of Computershare Investor Services Pty Ltd), the Company's share registry ( Share Registry )) with a registered address in Australia or New Zealand.

This Offer Booklet and a personalised Entitlement and Acceptance Form will only be sent to Eligible Shareholders.

The offer contained in this Offer Booklet to Eligible Shareholders with registered addresses in New Zealand is being made in reliance on th e Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand) . Members of the public in New Zealand who are not existing Shareholders on the Record Date are not entitled to apply for any New Shares.

The Company reserves the right to reject any Entitlement and Acceptance Form that it believes come from a person who is not an Eligible Shareholder.

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Ineligible Shareholders

In accordance with Listing Rule 7.7.1 and section 9A of the Corporations Act, the Company has decided that it is unreasonable to extend the Rights Issue to any Shareholder with a registered address outside Australia or New Zealand as at the Record Date ( Ineligible Shareholder ), having regard to:

• (a) the number of Shareholders with addresses outside of Australia or New Zealand;

• (b) the number and value of the New Shares those Shareholders would be offered under the Rights Issue; and

• (c) the cost to the Company of complying with applicable legal and regulatory requirements in such other countries.

Accordingly, the Rights Issue is not being extended to, and does not qualify for distribution or sale by or to, and no New Shares will be issued to Shareholders having registered addresses outside Australia or New Zealand.

To the extent that there are any Ineligible Shareholders registered at the Record Date, the Company will send details of the Rights Issue to each Ineligible Shareholder and advise each Ineligible Shareholder that they will not be offered New Shares under the Rights Issue.

2.12 Overseas Shareholders

This Offer Booklet does not, and is not intended to, constitute an offer or invitation in the United States, to any US person, to any person acting for the account or benefit of a person in the United States, or in any other place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

The distribution of this Offer Booklet in jurisdictions outside of Australia or New Zealand may be restricted by law and persons who come into possession of this offer should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken by the Company to register the New Shares or otherwise permit an offering of the New Shares in any jurisdiction other than Australia or New Zealand. Eligible Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up Entitlements under the Rights Issue does not breach regulations in the relevant overseas jurisdiction.

The New Shares have not been and will not be registered under the US Securities Act of 1933 or the securities laws of any state or jurisdiction in the United States and may only be offered, sold or resold in, or to persons in, the United States in accordance with an available exemption from registration.

Any person in the United States or any person that is, or is acting for, the account or benefit of a U.S. person with a holding through a nominee may not participate in the Rights Issue and the nominee must not take up any Entitlement or send any materials into the United States or to any person that is, or is acting for the account or benefit of, a U.S. person.

Eligible Shareholders who are nominees, trustees or custodians are advised to seek advice as to how to proceed. The Rights Issue is being made to all Eligible Shareholders. The Company is not required to determine whether or not any Eligible Shareholder is acting as a nominee or the identity or residence of any beneficial owners of Shares.

It is the responsibility of a Shareholder to ensure compliance with any laws of a country relevant to their application.

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2.13 Rights and liability attaching to New Shares

The New Shares will, from issue, rank equally with existing Shares. Full details of the rights and liabilities attaching to Shares are set out in the Company’s constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours or on request from the Company Secretary, Craig Sowden, who can be contacted on +61 437 273 049.

2.14 Costs of the Rights Issue

It is expected that the costs of a fully subscribed Rights Issue will be approximately $440,000 (excluding GST).

2.15 Privacy Act

If you complete an application for New Shares, you will be providing personal information to the Company (directly or via the Share Registry). The Company collects, holds and uses that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

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

You can access, correct and update the personal information that we hold about you. Please contact the Share Registry if you wish to do so at the relevant contact numbers set out in the Entitlement and Acceptance Form.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for New Shares, the Company may not be able to accept or process your application.

3. Action required by Shareholders

3.1

Your choices

Your personalised Entitlement and Acceptance Form details the number of New Shares to which you are entitled to subscribe for under the Rights Issue. You may:

• (a) take up all of your Entitlement (refer to section 3.2);

• (b) take up part of your Entitlement (refer to section 3.3);

• (c) take up all of your Entitlement and apply for Additional New Shares (refer to section 3.4); or

• (d) not take up any of your Entitlement (refer to section 3.5).

You cannot sell or transfer any of your Entitlement. That part of your Entitlement not taken up will form part of the Shortfall . The Company reserves the right to reject any Entitlement and Acceptance Form that is not correctly completed or that is received after the Closing Date. In such cases, any application monies received will be returned (without interest).

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3.2 Take up all of your Entitlement

If you wish to take up all of your Entitlement, pay your application monies by BPAY® in accordance with the instructions set out on your personalised Entitlement and Acceptance Form so that your application monies are received by the Share Registry by 5pm (Sydney time) on the Closing Date. If you pay by BPAY® you do not also need to forward your completed Entitlement and Acceptance Form to the Share Registry.

3.3

Take up part of your Entitlement

If you wish to take up part of your Entitlement, pay the application monies appropriate to your application by BPAY® in accordance with the instructions set out on your personalised Entitlement and Acceptance Form so that your application monies are received by the Share Registry by 5pm (Sydney time) on the Closing Date. If you pay by BPAY® you do not also need to forward your completed Entitlement and Acceptance Form to the Share Registry.

3.4

Take up all of your Entitlement and apply for Additional New Shares

If you wish to take up all of your Entitlement and also apply for Additional New Shares (i.e. New Shares in addition to your Entitlement), pay the application monies appropriate to your application by BPAY® in accordance with the instructions set out on your personalised Entitlement and Acceptance Form so that your application monies are received by the Share Registry by 5pm (Sydney time) on the Closing Date. If you pay by BPAY® you do not also need to forward your completed Entitlement and Acceptance Form to the Share Registry.

The Company will determine the allocation of any Additional New Shares under the Shortfall offer subject to the Corporations Act and Listing Rules. Accordingly, there is no guarantee that Eligible Shareholders will receive all (or any) of the Additional New Shares that they apply for.

3.5 Not take up any of your Entitlement

If you do not wish to accept any part of your Entitlement, you do not need to take any further action.

3.6 Shortfall

The Directors reserve the right, subject to the Corporations Act and the Listing Rules, to allocate any Shortfall (other than to Directors and related parties of the Company) to Eligible Shareholders that apply for Additional New Shares or otherwise, to place any remaining Shortfall at their discretion within 3 months after the close of the Rights Issue (at a price not less than the Issue Price).

3.7 Acceptance of your Entitlement

The method of acceptance of your Entitlement will be by BPAY®.

By paying your application monies by BPAY®, you will be deemed to have represented that you are an Eligible Shareholder.

3.8 Payment for New Shares

The Issue Price for each New Share accepted under your Entitlement is payable on application. Payment by BPAY® will be accepted.

All payments must be in Australian currency. Other currency will not be accepted. Cash payments will not be accepted. Other currency or cash payments will be returned to the applicant and the acceptance will be deemed invalid. The amount payable on application will

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be deemed not to have been received until the Company's receipt of clear funds. Receipts for payment will not be issued.

Application monies will be held on trust for applicants until the issue of the New Shares. Any application monies received for more than your final allocation of New Shares will be refunded (except when the amount is less than $2.00, in which case it will be retained by the Company) on or around 8 June 2021. No interest will be paid on any application monies received or refunded. Interest earned on application monies will be for the benefit of the Company and will be retained by it whether or not issue takes place.

For payment by BPAY®, please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY®:

• (a) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and

• (b) you are deemed to have applied for such whole number of New Shares which is covered in full by your application monies, whether that number is less than, equal to, or more than your Entitlement.

It is your responsibility to ensure that your BPAY® payment is received by the Share Registry by no later than 5pm (Sydney time) on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment.

3.9 Entitlement and Acceptance Form is binding

A completed and lodged Entitlement and Acceptance Form constitutes a binding offer to acquire New Shares (and if applicable, Additional New Shares) on the terms and conditions set out in this Offer Booklet and, once lodged, cannot be withdrawn. If the Entitlement and Acceptance Form is not completed correctly, it may still be treated as a valid application for New Shares (and if applicable to you, Additional New Shares). The Company's decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

3.10 Representations by Acceptance

By completing and returning your personalised Entitlement and Acceptance Form (or by paying your application monies by BPAY®), you will be deemed to have represented to the Company that you are an Eligible Shareholder and that you:

• (a) acknowledge that you have read and understand this Offer Booklet and your Entitlement and Acceptance Form in its entirety;

• (b) agree to be bound by the terms of the Rights Issue, the provisions of this Offer Booklet and the Company's constitution;

• (c) authorise the Company to register you as the holder of New Shares (and Additional New Shares, if applicable to you) issued to you;

• (d) declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate;

• (e) declare that you are at least 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement and Acceptance Form;

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• (f) acknowledge that once the Company receives your Entitlement and Acceptance Form or any payment of application monies, you may not withdraw your application or funds provided except as allowed by law;

• (g) agree to apply for and be issued up to the number of New Shares (and Additional New Shares, if applicable to you) specified in the Entitlement and Acceptance Form, or for which you have submitted payment of any application monies;

• (h) authorise the Company, the Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares (and Additional New Shares, if applicable) to be issued to you, including to act on instructions of the Share Registry;

• (i) declare that you were the registered holder at the Record Date of the Shares indicated on the Entitlement and Acceptance Form as being held by you on the Record Date;

• (j) acknowledge that the information contained in this Offer Booklet and your Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares (and Additional New Shares, if applicable to you) are suitable for you, given your investment objectives, financial situation or particular needs;

• (k) acknowledge that investments in the Company are speculative and involve risks;

• (l) acknowledge that neither the Company, its related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of the Company, nor do they guarantee the repayment of capital;

• (m) agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Rights Issue and of your holding of Shares on the Record Date;

• (n) authorise the Company to correct any errors in your Entitlement and Acceptance Form or other form provided by you;

• (o) represent and warrant that the law of any place does not prohibit you from being given this Offer Booklet and the Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Shares (and Additional New Shares, if applicable to you) and that you are otherwise eligible to participate in the Rights Issue as an Eligible Shareholder and you represent and warrant to the Company that there has been no breach of such laws or regulatory requirements; and

• (p) you understand and acknowledge that neither the Rights Issue nor the New Shares (or any Additional New Shares, if applicable to you) have been, or will be, registered under the U.S. Securities Act or any US State or other securities laws in any jurisdiction, and may not be offered, sold or otherwise transferred except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws.

4. General information regarding the Rights Issue

4.1 Risks

An investment in New Shares (and, if applicable to you, Additional New Shares) should be regarded as speculative and involves many risks. Eligible Shareholders intending to participate in the Rights Issue should refer to the announcements made by the Company to the ASX. This information is available on ASX's website: www.asx.com.au (ASX code: TZL). Shareholders should consider the investment in the context of their individual risk profile for speculative investments, investment objectives and individual financial circumstances.

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Each Shareholder should consult their own stockbroker, solicitor, accountant or other professional adviser before deciding whether or not to participate in the Rights Issue. Neither the New Shares (nor the Additional New Shares, if applicable) carry a guarantee with respect to the payment of dividends, returns of capital or the market value or liquidity of those Shares.

Eligible Shareholders should be aware that there are risks associated with investment in shares of companies listed on a stock exchange. The value of securities can be expected to fluctuate depending on various factors including general condition of the Australian economy, general worldwide economic and political conditions, changes in government policies, taxation changes and legislative or regulatory changes, investor sentiment, movements in the price of shares, movements in interest rates and stock markets, industrial disruption, environmental impacts, international competition, and other factors which may affect the Company's financial performance and position. Many of these factors are beyond the control of the Company and the Company cannot, to any degree of certainty, predict how they will impact on the Company. Accordingly, assuming that the New Shares (and if applicable, the Additional New Shares) are granted official quotation by ASX, they may trade on ASX at higher or lower prices than the Issue Price. The information in this Offer Booklet does not constitute a recommendation to subscribe for New Shares (or Additional New Shares) and this Offer Booklet does not purport to contain all the information that you may require to evaluate a possible application for New Shares (and if applicable, the Additional New Shares). You should make your assessment of what information is relevant to your decision to participate in the Rights Issue.

4.2 Tax consideration for investors

You should be aware that there may be taxation implications associated with participating in the Rights Issue. The Directors consider that it is not appropriate to give advice regarding the taxation consequences of subscribing for New Shares (and if applicable, the Additional New Shares) or the subsequent disposal of any such Shares. The Company, its advisers and its officers do not accept any responsibility or liability for any taxation consequences to Shareholders. The Directors recommend that all Shareholders consult their own tax advisers in connection with subscribing for, or subsequent disposal of, any securities in the Company.

4.3

Appointment of nominee

Although the Rights Issue is structured as a non-renounceable rights issue, the Company will appoint a nominee and will issue that nominee with the rights to subscribe for the New Shares which would otherwise have been available for subscription by Ineligible Shareholders (i.e. had they been eligible to participate in the Rights Issue). Those rights will then be offered (off-market) for sale by the nominee and to the extent that there is any value generated from that sale that value will be remitted pro rata to Ineligible Shareholders. However, as the Rights Issue is structured as a non-renounceable rights issue and the sale price for those entitlements will be the same as the Issue Price, it is not expected that there will be any premium generated from that sale process (and therefore it is not expected that the nominee will be in a position to remit any value to Ineligible Shareholders).

4.4

Brokerage

No brokerage is payable by Eligible Shareholders who accept their Entitlement. No stamp duty is payable for subscribing for an Entitlement.

4.5

Governing law

This Offer Booklet and the contracts which arise on the acceptance of applications are governed by the laws applicable in New South Wales and each applicant submits to the nonexclusive jurisdiction of the courts of New South Wales.

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4.6 Enquiries

If you have any questions regarding the Rights Issue, please contact Craig Sowden, Company Secretary on +61 437 273 049 or contact your professional adviser.

4.7 ASIC and ASX

Neither ASX nor the Australian Securities & Investments Commission ( ASIC ) take any responsibility for the contents of this Offer Booklet.

4.8 Authorisation

For and on behalf of TZ Limited

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Peter Graham Non-Executive Chairman

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TZ Limited Non-Renounceable Rights Issue

You have received this information pack as you are eligible to participate in the current TZ Limited ( TZL or the Company ) Rights Issue ( RI or the Offer ) to raise up to $7.06 million, as announced on the ASX on 28 April 2021.

Enclosed you will find the Rights Issue Offer Booklet which contains the terms and conditions of the Offer as well as your personal application form with all the information required for you to participate in this Offer.

The issue price under the Rights Issue is $0.12 per share (Issue Price) which represents a discount of 25% to TZL’s 30day VWAP of approximately $0.16 cents per share.

To participate in the Rights Issue:

To request an electronic copy of your application form, visit: https://tz.investorportal.com.au/request-rights-issue-form/

Or use a QR code scanner from your Smartphone and scan this code ⇨

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BPAY

To participate in the Offer the only action required is to BPAY the funds for the amount you would like to invest in this Offer, using your Unique Reference Number. The action of BPAY the funds will constitute your acceptance of the Offer, and there is no need for you to return the paper form enclosed.

Your unique BPAY details can be found on the second page on your Rights Issue Application Form.

Acceptances and payment must be received by our registry, Computershare before 5.00pm (Sydney time) on 28 May 2021.

TZ’s largest Shareholder and debt provider, First Samuel Limited have confirmed they will take up their full entitlement in the rights issue. After the rights issue First Samuel Limited have agreed to convert a minimum of $2 million of debt into equity. This will substantially lessen the company of its debt burden and release the $0.9 million per annum previously used for interest payments.

To join a shareholder briefing:

CEO & MD Scott Beeton will be hosting a number of live shareholder briefings in the upcoming weeks, where he will address recent results and developments at TZL.

Please join a briefing by registering below: https://tz.investorportal.com.au/webcast/

Or use a QR code scanner from your Smartphone and scan this code ⇨

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Reach Markets are the advisers assisting with the Offer. You can also contact Reach Markets on admin@reachmarkets.com.au or 1300 805 795 with any questions relating to the Offer.

TZ Limited would like to thank you for being a loyal shareholder and for your ongoing support.

For all enquiries:

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Phone:

(within Australia) 03 8080 5795 (outside Australia) +61 3 8080 5795

Web:

www.investorcentre.com/contact

TZL

MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000

Make your payment:

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

Non-Renounceable Rights Issue — Entitlement and Acceptance Form

 Your payment must be received by 5:00pm (Sydney time) Friday, 28 May 2021

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

Step 1: Registration Name & Offer Details

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

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

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

Step 2: Make Your Payment

You can apply to accept either all or part of your Entitlement. If you accept your full Entitlement, you can also apply for Additional New Shares.

By making your payment you confirm that you agree to all of the terms and conditions as detailed in the Offer Booklet dated 7 May 2021.

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

Turn over for details of the Offer è

TZ Limited Non-Renounceable Rights Issue Payment must be received by 5:00pm (Sydney time) Friday, 28 May 2021

® Registered to BPAY Pty Limited ABN 69 079 137 518

916CR_0_Sample_CA/000001/000001/i

X 9999999991

I ND

Entitlement and Acceptance Form

Registration Name & Offer Details

MR SAM SAMPLE Registration Name: 123 SAMPLE STREET SAMPLETOWN VIC 3000

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

Entitlement No: 12345678

Offer Details:

Existing shares entitled to participate as at 7:00pm (Sydney time) Tuesday, 4 May 2021: Entitlement to New Shares on a 1 for 2 basis: Amount payable on full acceptance at $0.12 per New Share:

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Make Your Payment by 5:00pm (Sydney time) Friday, 28 May 2021

To avoid postal delay make your payment via BPAY either online or by phone with your bank using the payment details below.

BPAY

Biller Code: 999999 Ref No: 1234 5678 9123 4567 89

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

BPAY

Neither Computershare Investor Services Pty Limited (CIS) nor TZ Limited accepts any responsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time. Eligible Shareholders should use the customer reference number shown on this Application Form when making a BPAY payment.

Privacy Notice

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

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