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TZ LIMITED Director's Dealing 2010

Jul 27, 2010

65975_rns_2010-07-27_b4e86a43-0c7f-434a-b612-2f1d7ae0af48.pdf

Director's Dealing

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TZ Limited ABN 26 073 979 272

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28 July 2010

BY EMAIL: [email protected]

ASX Markets Supervision Pty Limited 20 Bridge Street SYDNEY NSW 2000

Dear Sirs

TZ LIMITED (THE “COMPANY”) APPENDIX 3Y - CHANGE OF DIRECTOR’S INTEREST NOTICE

We refer to your letter dated 23 July 2010.

In response to the three questions asked in your letter, we respond as follows (using the same numbering):

  1. The Appendix 3Y forms were lodged late because the company secretarial resources of the Company had been focused on finalising the prospectus that was lodged on 20 July 2010, finalising drawdown of the US$4.1M loan facility announced on 13 July 2010 and finalising the transaction announced on 15 July 2010 concerning the conversion of convertible notes.

  2. Any change in a notifiable interest of a director of the Company is required to be advised in writing by that director immediately to the company secretary. The company secretary is then required to ensure that the disclosure obligations under Listing Rule 3.19A are satisfied.

  3. The Company believes its current arrangements are adequate and are being complied with to ensure compliance with Listing Rule 3.19B. The Directors had complied with their disclosure obligations to the Company in accordance with the time period referred to in Listing Rule 3.19B.

Yours faithfully, TZ LIMITED

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Kenneth Ting Company Secretary

ASX: TZL Web: www.tz.net Email: [email protected]

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

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

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23 July 2010

Mr Kenneth Ting Company Secretary TZ Limited Level 1 37 Bligh St Sydney NSW 2000 By email: [email protected]

ASX Markets Supervision Pty Ltd ABN 26 087 780 489 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215 Telephone 61 2 9227 0409 Facsimile 61 2 9241 7620 www.asx.com.au

TZ Limited (the “Company”) Appendix 3Y – Change of Director’s Interest Notice

We refer to the following:

  1. The Appendix 3Y lodged by the Company with ASX Limited (“ASX”) on 22 July 2010 for Mark Leigh Bouris and Kenneth Ting (the “Appendices”);

  2. Listing rule 3.19A which requires an entity to tell ASX the following:

  3. 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

    • On the date that the entity is admitted to the official list.

    • On the date that a director is appointed.

    • The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

  4. 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

  5. 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

  6. Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

  1. The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

The Appendices indicate that there was a change in the notifiable interest of Mark Leigh Bouris and Kenneth Ting on 7 July 2010. It appears that an Appendix 3Y should have been lodged with ASX by 14 July 2010. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: “Director Disclosure of Interests and Transactions in Securities – Obligations of Listed Entities”, we ask that you answer each of the following questions:

  1. Please explain why the Appendix 3Y was lodged late.

  2. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

  3. 3 If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail at [email protected] or by facsimile on facsimile number (02) 9241 7620. It should not be sent to the Company Announcements Office.

A response is requested as soon as possible and, in any event, not later than half an hour before the start of trading (ie before 9.30 a.m. A.E.S.T.) on Wednesday, 28 July 2010.

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and should separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours sincerely

(sent electronically without signature)

Styn Timmermans Adviser, Issuers (Sydney)