TZ LIMITED — Governance Information 2021

Aug 29, 2021

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

TZ Limited

ABN/ARBN 26 073 979 272	Financial year ended:
26 073 979 272	30 June 2021

Our corporate governance statement[1] for the period above can be found at:[2]

This URL on our https://tz.investorportal.com.au/corporate-governance/ ☒ website:

A copy of the Statement is also attached after page 14 of this document.

The Corporate Governance Statement is accurate and up to date as at 30 August 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 30 August 2021 Name of authorised officer Craig Sowden – Company Secretary authorising lodgement:

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☐ and we have disclosed a copy of our board charter at: ……………………………………………………………………………..	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☐ and we have disclosed a copy of our diversity policy at: …………………………………………………………………………….. [insert location] and we have disclosed the information referred to in paragraph (c) at: …………………………………………………………………………….. [insert location] and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☐ and we have disclosed the evaluation process referred to in paragraph (a) at: …………………………………………………………………………….. [insert location] and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☐ and we have disclosed the evaluation process referred to in paragraph (a) at: …………………………………………………………………………….. [insert location] and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☐ and we have disclosed our board skills matrix at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors in our Corporate Governance Statement at: https://tz.investorportal.com.au/corporate-governance/ and, where applicable, the information referred to in paragraph (b) at: …………………………………………………………………………….. [insert location] and the length of service of each director in our Corporate Governance Statement at: https://tz.investorportal.com.au/corporate-governance/	☐ set out in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	☐	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☐	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☐	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY	PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY	PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☐ and we have disclosed our values at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	☐ and we have disclosed our code of conduct at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☐ and we have disclosed our whistleblower policy at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☐ and we have disclosed our anti-bribery and corruption policy at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS	PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS	PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	☒	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒	☐ set out in our Corporate Governance Statement

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE	PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☐ and we have disclosed our continuous disclosure compliance policy at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒	☐ set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS	PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	☒ and we have disclosed information about us and our governance on our website at: www.tz.net and https://tz.investorportal.com.au/corporate- governance/	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒	☐ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders in our Corporate Governance Statement at: https://tz.investorportal.com.au/corporate-governance/	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☐	☒ set out in our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☐	☒ set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK	PRINCIPLE 7 – RECOGNISE AND MANAGE RISK	PRINCIPLE 7 – RECOGNISE AND MANAGE RISK	PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	☐ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance Statement

Page 11

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☐ [If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes in our Corporate Governance Statement at: https://tz.investorportal.com.au/corporate-governance/	☒ set out in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☒ and we have disclosed whether we have any material exposure to environmental and social risks in our Corporate Governance Statement at: https://tz.investorportal.com.au/corporate-governance/ and, if we do, how we manage or intend to manage those risks at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

Page 12

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY	PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☐ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	☒ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives in our Corporate Governance Statement at: https://tz.investorportal.com.au/corporate-governance/	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☐ and we have disclosed our policy on this issue or a summary of it at: ……………………………………………………………………… [insert location]	☒ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 13

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES	ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES	ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES	ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	N/A	☐ set out in our Corporate Governance Statement OR ☐ we do not have a director in this position and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	N/A	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	N/A	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	N/A	☐ set out in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	N/A	☐ set out in our Corporate Governance Statement

Page 14

ASX Listing Rules Appendix 4G (current at 17/7/2020)

TZ Limited ABN 26 073 979 272 www.tz.net

==> picture [51 x 51] intentionally omitted <==

Corporate Governance Statement For the year ended 30 June 2021

==> picture [464 x 37] intentionally omitted <==

This Corporate Governance Statement outlines TZ Limited’s corporate governance framework and discloses the extent to which the company followed the fourth edition of the ASX Corporate Governance Principles and Recommendations during the year ended 30 June 2021.

This statement is current as at 30[th] August 2021 and has been approved by the company’s board of directors (“board”).

ASX Corporate Governance Principles and Recommendations.

1: Lay solid foundations for management and oversight

1.1 Responsibilities of the Board and management

The board’s primary responsibility is to oversee the company’s business activities and

management for the benefit of company’s shareholders, which it accomplishes by:

• establishing corporate governance and ethical business standards;

• setting objectives, goals and strategic direction with a view to maximize shareholder value;

• approving and monitoring budgets and major investments;

• ensuring adequate internal controls exist and are appropriately monitored;

• ensuring significant business risks are identified and appropriately managed; and

• appointing senior executives and monitoring their performance.

The board has delegated responsibilities and authorities to management to enable management to conduct the company’s day to day activities. Matters which are not covered by these delegations, such as approvals which exceed certain limits, require board approval.

The Company intends to establish a board charter in the next reporting period.

1.2 Appointment of Directors

The company’s practice is for the board to vet each new candidate for appointment as a director. In cases where existing board members do not have personal knowledge of a candidate’s

==> picture [222 x 28] intentionally omitted <==

TZ Limited ABN 26 073 979 272 www.tz.net

==> picture [51 x 51] intentionally omitted <==

background, checks on candidates are made by seeking character references from knowledgeable sources.

Security holders are provided with a summary of each candidate’s experience and qualifications in notices of meeting proposing the election or re-election of directors. In the case of candidates standing for re-election, the candidate’s experience and qualifications are also disclosed on the company’s website and in its annual reports.

1.3 Agreements with Directors and senior executives

Each non-executive director on joining the board receives a letter of appointment detailing the terms and conditions of the appointment, including remuneration, indemnity and insurance arrangements and key corporate policies. Senior executives other than the current executive directors have written agreements with the company setting out their position, duties and responsibilities and entitlements.

1.4 Company Secretary

The company secretary reports to and takes directions from the Chair on all matters to do with supporting the proper functioning of the board.

1.5 Diversity Policy

The board is committed to an inclusive workplace that embraces and promotes diversity. The company is committed to setting measurable objectives for attracting and engaging women at the board level, in senior management positions and across the consolidated entity as a whole.

However due to the relatively small size of the company and its operations, the company has yet to establish measurable objectives for diversity and progress towards achieving them.

1.6 Evaluation of Board Performance

To date, the performance of the board and individual directors has been considered on an informal, as needs basis, due to the small size of the board and the company’s limited resources. The board intends to evaluate the performance of the board and individual directors during the next reporting period.

==> picture [222 x 28] intentionally omitted <==

TZ Limited ABN 26 073 979 272

www.tz.net

==> picture [51 x 51] intentionally omitted <==

The charters of the Audit & Risk Committee and the Remuneration & Nomination Committee require periodic evaluations of the performances of the committees. The company plans to conduct evaluations of the committees during the next reporting period.

A performance evaluation of the board, its committees and directors did not take place in the reporting period for these reasons.

1.7 Evaluation of Executives’ Performance

The company has a process for reviewing and evaluating the performances of senior executives at least once each year. An informal performance evaluation of senior executives, other than the executive directors, was undertaken during the reporting period.

2: Structure the board to be effective and add value

2.1 Nomination Committee

The board has a Remuneration & Nomination Committee with three members:

• John D’Angelo - Chair

• Peter Graham

• Scott Beeton

In accordance with the committee’s charter, the committee:

• reviews people and culture strategy and specific matters related to human resources as requested from time to time by the Board;

• oversees and makes recommendations to the Board on the succession planning frameworks and processes for the CEO, executives who report directly to the CEO and other selected executives who are in roles that are critical for the success of the business; and

• reviews progress of management succession, talent leadership development programs for executives and other selected senior roles.

At the date of this statement, the committee does not have a majority of members that are independent directors. However, the company is endeavoring in the near term to return the composition of the board and its committees to a majority of directors that are independent, and with a chair who is an independent director.

==> picture [222 x 28] intentionally omitted <==

TZ Limited ABN 26 073 979 272 www.tz.net

==> picture [51 x 51] intentionally omitted <==

Two committee meetings were held during the reporting period.

2.2 Board Skills Matrix

The company does not have a board skills matrix. The board is satisfied that it has an appropriate mix of skills and diversity for strategic decision-making and effective oversight in relation to the company’s affairs. The skills and experience of each director are set out in the ‘Information on directors’ section of the company’s annual reports.

2.3 Independent Directors

The names of the directors in office at the date of this report, the date they were appointed, the date of their most recent re-election by the company’s shareholders and their status as nonexecutive, executive or independent directors are set out in the table below:

==> picture [464 x 37] intentionally omitted <==

Director	Appointed	Re-Elected	Length of Service at Report Date	Non- Executive	Independent
Peter Graham	1 October 2019	N/A	1 year	Yes	No
Scott Beeton	8 September 2020	N/A	Less than 1 year	No	No
John D’Angelo	6 October 2020	N/A	Less than 1 year	Yes	Yes
Simon White	26 August 2021	N/A	Less than 1 year	Yes	Yes

2.4 Majority Independent Directors

The company has four directors, of which two are independent directors. Mr. Peter Graham is the Chair of the Board of Directors and is not considered independent due to his relationship with Delcor Advisory Investment Group Pty Ltd, a substantial shareholder in the company.

==> picture [222 x 28] intentionally omitted <==

TZ Limited ABN 26 073 979 272 www.tz.net

==> picture [51 x 51] intentionally omitted <==

Mr. Beeton is the Managing Director and is not considered independent under the criteria in the Recommendations.

At the date of this statement, the board does not have a majority of directors that are independent. However, the company is endeavoring in the near term to return the composition of the board and its committees to a majority of directors that are independent, and with a chair who is an independent director.

2.5 Chair Should be Independent and not CEO

The chair of the company’s board, Mr. Peter Graham, is not the CEO of the company, however, Mr. Graham is not considered independent due to his relationship with Delcor Advisory Investment Group Pty Ltd, a substantial shareholder in the company.

The company therefore does not meet this guideline at the moment. However, the company is endeavoring in the near term to return the composition of the board and its committees to a majority of directors that are independent, and with a chair who is an independent director.

2.6 Induction and Professional Development of Directors

The company does not have an induction or development program for new directors. Directors are assisted by fellow directors and senior management to maintain and develop their skills and knowledge in relation to corporate governance policies and the business sector in which the company operates. All directors have direct access to the entire senior management team and are provided with information on a timely basis. The skills and knowledge of directors are also developed and maintained by their directorships with other public and private companies.

3: Instil a culture of acting lawfully, ethically and responsibly

3.1 Company Values

The company is currently preparing a Statement of Values and intends to disclose this in the next reporting period.

==> picture [222 x 28] intentionally omitted <==

TZ Limited ABN 26 073 979 272 www.tz.net

==> picture [51 x 51] intentionally omitted <==

3.2 Code of Conduct for Directors, Senior Executives and Employees

The company does not have a formal written code of conduct to guide compliance with legal and other obligations. This reflects the company’s size which makes its legal compliance a less onerous task than with larger companies. The board continues to review the situation to determine the most appropriate and effective operational procedures.

Directors are required to disclose to the board any material personal interest they may have in a matter being considered by the board, and to not vote on the matter or be present when the matter is being considered by the board.

The directors and senior executives of the company are required to comply with a share trading policy under which they will not deal in the company’s shares except during defined periods around the release of the company’s annual and half-year results, nor at any time whilst they are in possession of price sensitive information.

Directors must advise the company of any transactions conducted by them in shares in the company and details of such transactions are disclosed to the ASX.

3.3 Whistleblower Policy

The company is committed to conducting all of its business activities with fairness, honesty and integrity, and in compliance with all applicable laws, rules and regulations.

The company intends to prepare and implement a formal policy relating to whistleblowers in the next reporting period.

3.4 Anti-bribery and Corruption Policy

The company is committed to conducting all of its business activities with fairness, honesty and integrity, and in compliance with all applicable laws, rules and regulations.

The company intends to prepare and implement a formal policy relating to bribery and corruption in the next reporting period.

==> picture [222 x 28] intentionally omitted <==

TZ Limited ABN 26 073 979 272 www.tz.net

==> picture [51 x 51] intentionally omitted <==

4: Safeguard the integrity of corporate reports

4.1 Audit Committee

The board has an Audit & Risk committee with three members:

• John D’Angelo - Chair

• Peter Graham

• Scott Beeton

In accordance with the committee’s charter, the committee assists the Board in fulfilling its responsibilities for corporate governance and oversight of TZL’s financial reporting, internal control structure, financial licensing and regulatory compliance systems, risk management systems (relating to all financial and non-financial risks, including enterprise risk and risk in relation to occupational health and safety), assessment of material exposure of the enterprise to any risks associated with economic, environmental and social sustainability, and the internal and external audit functions.

At the date of this statement, the committee does not have a majority of members that are independent directors. However, the company is endeavoring in the near term to return the composition of the board and its committees to a majority of directors that are independent, and with a chair who is an independent director.

Two committee meetings were held during the reporting period.

4.2 Declarations from CEO and CFO

Before approving the company’s financial statements, the board receives a declaration from the Managing Director and CFO that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

This declaration was received for the year ended 30 June 2021.

==> picture [222 x 28] intentionally omitted <==

TZ Limited ABN 26 073 979 272 www.tz.net

==> picture [51 x 51] intentionally omitted <==

4.3 Integrity of Periodic Corporate Reports

The Board and Company Secretary are responsible for reviewing all communications to the market to ensure they are full and accurate and comply with the Company’s obligations.

5: Make timely and balanced disclosure

5.1 Continuous Disclosure Policy

The company’s directors and senior executives are aware of the continuous disclosure requirements under the ASX Listing Rules and Corporations Act and operate in an environment where strong emphasis is placed on full and appropriate disclosure.

The company does not have a written continuous disclosure policy, as this is considered unnecessary due to the small size of the senior management team and their shared close monitoring of material company affairs combined with their awareness of the continuous disclosure requirements.

5.2 Material Market Announcements

All material market announcements are approved by the board before release to the market and copies of the material announcements are also provided to the board after release to the market.

5.3 Substantive Investor or Analyst Presentations

In compliance with the continuous disclosure requirements under the ASX Listing Rules and Corporations Act, any written materials containing new price sensitive information to be used in presentations to investors or analysts are lodged with ASX prior to the presentation commencing.

==> picture [222 x 28] intentionally omitted <==

TZ Limited ABN 26 073 979 272 www.tz.net

==> picture [51 x 51] intentionally omitted <==

6: Respect the rights of security holders

6.1 Company Website

The company aims to keep shareholders informed of its performance and all major developments in a timely and ongoing manner. The information for investors provided on the company’s website includes:

• copies of the company’s ASX announcements;

• copies of the company’s annual reports and half-year reports;

• the names and brief biographical information for its directors;

• investor presentation materials and analyst reports on the company; and

• information and news about the company’s products and major supply contracts.

6.2 Investor Relations Program

The company provides investors with access to news and information via its website as described above.

6.3 Encourage Security Holder Participation

The company allows a reasonable opportunity at the AGM and other shareholder meetings for questions and comments from shareholders relating to the company and the audit of the company’s annual financial report.

6.4 Substantive Resolutions

All resolutions relating to ASX Listing Rule matters are decided by a poll. All other resolutions are decided by a show of hands unless a poll is demanded by shareholders.

6.5 Electronic Communications with Security Holders

Due to the company’s relatively small size and limited resources, the company does not currently comply with this Recommendation. Shareholders can receive notices from the company’s security registry electronically and receive notices and other communications from the company by ordinary post.

==> picture [222 x 28] intentionally omitted <==

TZ Limited ABN 26 073 979 272 www.tz.net

==> picture [51 x 51] intentionally omitted <==

7: Recognise and manage risk

7.1 Risk Committee

The board has an Audit & Risk committee with three members:

• John D’Angelo - Chair

• Peter Graham

• Scott Beeton

In accordance with the committee’s charter, the committee assists the Board in fulfilling its responsibilities for corporate governance and oversight of TZL’s financial reporting, internal control structure, financial licensing and regulatory compliance systems, risk management systems (relating to all financial and non-financial risks, including enterprise risk and risk in relation to occupational health and safety), assessment of material exposure of the enterprise to any risks associated with economic, environmental and social sustainability, and the internal and external audit functions.

At the date of this statement, the committee does not have a majority of members that are independent directors. However, the company is endeavoring in the near term to return the composition of the board and its committees to a majority of directors that are independent, and with a chair who is an independent director.

Two committee meetings were held during the reporting period.

7.2 Risk Management

The Company established a risk management framework in 2019. The Audit & Risk Committee reviews the risk management framework on an annual basis to satisfy itself that the framework continues to be sound.

The Company recently completed implementation of a new ERP system across all companies across the international group, replacing a number of older accounting and other systems. A review of the risk management framework was delayed until the ERP implementation was completed so that the broad effects of the new system on the risk framework can be properly considered. Consequently, a review of the risk framework was not completed during the reporting period, but the Company intends to conduct a review early in the next reporting period.

==> picture [222 x 28] intentionally omitted <==

TZ Limited ABN 26 073 979 272 www.tz.net

==> picture [51 x 51] intentionally omitted <==

7.3 Internal Audit

The company does not have a formal internal audit function. In the opinion of the board, the risks facing the company are adequately managed and controlled by the informal processes described above, due to the small size of the executive team, the small company staff, and the limited nature and extent of the company’s business operations. The effectiveness of the company’s risk management and internal control processes is continuously assessed by the board and senior executives in their close dialogue on company affairs.

7.4 Material Exposure to Economic, Environmental and Social Sustainability Risks

In the opinion of the board, the company does not have any material exposure to environmental or social risks. The company discloses financial risks to which it is subject in the notes to its annual financial report. The company has not identified any particular risk that poses a “material exposure” for the company within the meaning of the Recommendations (i.e. a real possibility that the risk in question could substantively impact the company’s ability to create or preserve value for shareholders over the short, medium or long term).

==> picture [464 x 37] intentionally omitted <==

==> picture [222 x 28] intentionally omitted <==

TZ Limited ABN 26 073 979 272 www.tz.net

==> picture [51 x 51] intentionally omitted <==

8: Remunerate fairly and responsibly

8.1 Remuneration Committee

The board has a Remuneration & Nomination Committee with three members:

• John D’Angelo - Chair

• Peter Graham

• Scott Beeton

In accordance with the committee’s charter, the committee reviews, advises and makes

recommendations to the Board on remuneration strategy, policies and practices for the Board, the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), senior executives and other

employees. These policies and practices are designed to:

• (a) Ensure that the company's remuneration and incentive policies, practices and performance indicators are aligned to the Board's vision, values and overall business objectives;

• (b) Enable TZL to attract, retain and motivate directors, executives and employees who will create value for shareholders;

• (c) Be fair and appropriate having regard to the performance of TZL and the relevant director, executive or employee; and

• (d) Comply with relevant legal requirements.

At the date of this statement, the committee does not have a majority of members that are independent directors. However, the company is endeavoring in the near term to return the composition of the board and its committees to a majority of directors that are independent, and with a chair who is an independent director.

Two committee meetings were held during the reporting period.

8.2 Remuneration of Non-Executive Directors and Senior Executives

The company’s remuneration report is contained in the company’s annual report (a copy of which is available on the company’s website). The remuneration report discloses the company’s remuneration policy for non-executive directors separately from its remuneration policy for senior managers.

==> picture [222 x 28] intentionally omitted <==

TZ Limited ABN 26 073 979 272 www.tz.net

==> picture [51 x 51] intentionally omitted <==

8.3 Equity-based Remuneration

The company has issued options to executive directors and senior executives as part of their remuneration. Details of the options and their terms are set out in the remuneration report of the company’s annual report. The company does not have a policy on whether option recipients are permitted to enter into transactions which limit the economic risk of holding the options. However, the board notes that the Corporations Act prohibits the company’s key management personnel from entering into hedging arrangements in relation to unvested equity-based remuneration.

==> picture [222 x 28] intentionally omitted <==