TZ LIMITED — Governance Information 2010

Dec 30, 2010

TZ Limited ABN 26 073 979 272

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31 December 2010

Lodged by ASX Online

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

Dear Sir/Madam

SHARE TRADING POLICY

TZ Limited attaches a copy of its Shares Trading Policy, lodged with ASX in accordance with ASX Listing Rule 12.9. The Share Trading Policy takes effect on 1 January 2011.

Yours faithfully, TZ LIMITED

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Kenneth Ting

Executive Director and Company Secretary

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

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

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

TZ Limited ABN 26 073 979 272

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SHARE TRADING POLICY TZ Limited December 2010

1. Purpose of the policy

The board of TZ Limited (the "Company" ) has established the following policy (the "Policy" ) covering restrictions on trading in the securities of the Company and its related bodies corporate (as that term is defined in the Corporations Act (Cth) 2001 (the "Act" )) (the "TZ Group" ). A copy of this Policy shall be given to the ASX Company Announcements Office for release to the market.

2. Persons covered by this policy

This policy applies to:

• all directors and officers of the TZ Group;

• all employees of the TZ Group; and

• their associates (as that terms is defined in the Act);

( "Relevant Persons" ).

3. Securities covered by this policy

This policy applies to trading in all of the following securities of the TZ Group:

• shares;

• options;

• debentures (including bonds and notes);

• interests in managed investment schemes, trusts and other financial products; and

• derivatives of any of the above;

( "Securities" ).

4. Insider Trading Laws

If a Relevant Person has inside information which is not publically known it is a criminal offense for that Relevant Person to:

• trade in Securities;

Chicago (Operational Headquarters) ASX: TZL 520 West Erie Street, Suite 100 Web: www.tz.net Chicago, IL 60654 United States Email: info@tz.net

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

Share Trading Policy – December 2010

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• advise or procure another person to trade in Securities;

• pass on inside information to someone else knowing that the other person will use that information to trade in Securities; or

• procure someone else to trade in Securities.

The Act imposes severe penalties, both criminal and civil, on persons who conduct insider trading activities.

Inside information is information which is not generally available and, if it were available, it would, or would be likely to, have a material effect on the price of the Securities or otherwise influence investors in deciding whether to trade in Securities.

Any Relevant Person in possession of inside information about the Company has a duty to keep that information confidential and must not in any way disclose or communicate that information to any person.

5. Insider Trading Prohibited

All Relevant Persons of the TZ Group are prohibited from:

• trading in Securities while in possession of inside information;

• advising or procuring others to trade in Securities;

• passing on inside information to others.

The above prohibitions apply regardless of how the Relevant Person came to learn of the inside information and irrespective of whether this Policy provides that trading could occur in a specific period, or whether it is excluded from the operation of this Policy.

6. Additional Restrictions on Trading by Directors and Executives

In addition to the general trading restrictions set out in this Policy that apply to all Relevant Persons, additional restrictions on trading in Securities apply to directors, officers and all other persons having authority and responsibility for planning, directing and controlling the activities of the TZ Group, directly or indirectly ( "Key Management Personnel" ).

6.1 Closed Periods

The Key Management Personnel may not trade in Securities:

• between July 1 and one trading day following the announcement of the full-year results; and

• between January 1 and one trading day following the announcement of the half-year results ( "Closed Periods" ).

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Share Trading Policy – December 2010

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Trading of Securities during Closed Periods may only occur:

• in the specific circumstances contemplated by ASX Guidance Note 27, paragraph 9; or

• if there are exceptional circumstances as determined by the chairman of the board or, where the chairman is involved, either the chief executive officer (if any or the company secretary, following application by the relevant Key Management Personnel in a manner consistent with ASX Guidance Notice 27, paragraphs 10 to 15, and if the approval and direction of the clearance to trade (which must not exceed 5 business days) is specified in writing (including by email) before the trade occurs.

• 6.2 Notification of dealing in Securities outside of Closed Periods

Key Management Personnel are required to notify the Company of intended dealing in Securities by themselves or their associated parties prior to such intended dealings. This should be done by written notice to the company secretary of the Company outlining:

• name of Security holder;

• type of proposed transaction; and

• number and type of Securities involved.

The company secretary may confer with the chairman of the board in relation to any such proposed dealing.

7. Trading in Derivative Products

Key Management Personnel are prohibited from trading in financial products issued or created over or in respect of Securities by third parties, or trading in associated products and entering into transactions in associated products which operate to limit the economic risk of holding Securities over unvested entitlements.

8. Directors to notify ASX

The directors of the Company are required to complete, or request that the company secretary of the Company complete, either an Appendix 3X, 3Y or 3Z (as applicable) and provide it to the Company to be lodged with the ASX in respect of their holdings of Securities in the Company for the purposes of section 205G of the Act and Listing Rule 3.19A.

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Share Trading Policy – December 2010

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9. Breaches of Policy

Strict compliance with this Policy is a condition of employment for all Relevant Persons. Breaches of this Policy will be subject to disciplinary action, which may include termination of employment.

10. Amendment of Policy

This Policy cannot be amended without the approval of the board of directors of the Company. Where the board of directors approves a material amendment to this Policy the Company must give the amended Policy to the ASX Company Announcements Office for release to the market within 5 business days of such change taking effect.

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