TZ LIMITED — M&A Activity 2024

Oct 20, 2024

Level 2, 40 Gloucester Street The Rocks NSW 2000 Australia

Telephone (+61) 2 9053 6753

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TZ Limited

www.tz.net

ABN 26 073 979 272

21 October 2024

ASX Announcement

PROPOSED ACQUISITION OF HIGH MARGIN, RECURRING REVENUE PROPTECH COMPANY KEYVISION HOLDINGS PTY LTD

TZ Limited (“ TZ ” or the “ Company ”) today announced that it has entered into a Heads of Agreement (“ HOA ”) to acquire Proptech company, Keyvision Holdings Pty Ltd (“ Keyvision ”).

Announcement Highlights

• Keyvision is a high margin, recurring revenue proptech company that provides Tenant Experience Apps for the property sector: Residential; Commercial; Retail; Aged Care and Community Groups

• Smart Lockers are an essential part of Keyvision’s business leading to compelling cross-selling opportunities and complementary service offerings

• Expected to be earnings accretive for TZ based upon Keyvision’s operating margins and current contracted Revenue for calendar year 2025 of $1.2M

• TZ’s Annual Recurring Revenue for calendar year 2025 is expected to be approximately $5M (TZ circa $4M and Keyvision circa $1.2M)[1]

• TZ has held talks with several financiers who have put forward proposals. The Company’s preference is a refinancing into one facility. Currently, First Samuel is owed $3.3M under first ranking debentures[2]

• The Company will work towards finalisation of a new debt facility in the next few weeks as the formal commercial, legal and technical Due Diligence of Keyvision gets underway[3] . It is expected that the Company will draw down on the new facility to fund some or all of the initial consideration payment of $2.5M

• 1 This assumes that TZ is able to complete the proposed acquisition of Keyvision on or before 31 December 2024.

2 Please see note 17 of the Company’s annual report for the financial year ended 30 June 2024 for further information in relation to the status and maturity profile of the Company’s existing debt facility with First Samuel Limited ( “ First Samuel ” ).

• 3 Shareholders should note that there can be no certainty that TZ will be able to refinance its existing debt facility with First Samuel either on terms acceptable to it or at all. In such circumstances, TZ may be required to fund some or all of the $2.5M completion payment from the proceeds of an equity raising.

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TZ ACQUISITION OF KEYVISION

Commentary

TZ Chairman Peter Graham said:

“TZ is delighted to announce its entry into the Heads of Agreement to acquire Keyvision. Their platform apps to Residential; Retail; Aged Care and Planned Communities are first class. Smart Lockers are integral to these proptech apps. This is a compelling acquisition from a CROSS-SELL point of view and allows potential global expansion for Keyvision. It is also expected to be strategically, synergistically, and financially compelling for TZ and its shareholders.”

“TZ’s focus has been on the corporate and educational sectors but wanted to explore opportunities back in the Residential market. It took us a while, but our analysis eventually found the Tenant App space. The Smart Locker integration was a standout. From there to an international search, then a short list of four.”

“The Board and certain key shareholders consider TZ undervalued, so any equity raise or dilution at these levels was ruled out. Therefore, the proposed acquisition has to be funded out of the combined cashflow of the two business.”

“ Based on current modelling, TZ expects that operating cash flow generated by the combined enterprise over the next four years will be sufficient to both fund the deferred consideration payable (for further details of which, please see below) and pay down the Company’s debt .”

“This will be an exciting journey for the Company and its shareholders. I want to thank my fellow Board members and the effort of John Wilson, our CEO, and a mention to Chris Kelliher (President of Telezygology, Inc) in the US, for all their hard work over the past 12 months to make this happen.”

John Wilson, TZ founder and CEO, said:

“We started this search globally before narrowing to a select few for negotiations. It was the quality and extensive capability of the Keyvision platform, confirmed by their ability to win contracts over their international rivals, which made them a standout. They were well advanced in their commercialisation efforts and have built a prominent position in the Australian market already.”

Mark Davis, Keyvision founder and CEO, stated:

“When approached by TZ, I was quickly impressed by the standard of their product, but it was their API capabilities that really shone out. It was far superior to most in the market. TZ’s already established global infrastructure, the corporate, financial, software and cloud management team and 24-hour technical support gives Keyvision the opportunity to quickly expand internationally.”

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TZ ACQUISITION OF KEYVISION

Transaction Overview

TZ has entered into the HOA to acquire all of the issued and outstanding share capital of Keyvision. Under the terms of the HOA, the purchase price payable by TZ is as follows:

1. Completion payment of $2.5M on settlement of the proposed acquisition – anticipated to occur on or before 31[st] December 2024.

2. Progressive Earn Out Instalment Payments over four (4) years based on Keyvision achieving Annual Recurring Revenue Targets as set out below:

Year	Annual Revenue Target	Instalment Payment	Payment Date
1	$1.6M	$1.5M	30 Business Days after the end of Year 1
2	$2.1M	$2.0M	30 Business Days after the end of Year 2
3	$2.7M	$2.0M	30 Business Days after the end of Year 3
4	$3.5M	$2.0M	30 Business Days after the end of Year 4

1. If Keyvision fails to meet the Annual Revenue Target, then the Instalment Payment is adjusted down by an equal percentage.

2. Total Instalments Payments capped at $7.5M and payable if Keyvision achieves Annual Revenue Targets over the forthcoming 4-year period.

If the Annual Revenue in Year 4 is equal to, or greater than, $3.94M, then the vendor is eligible for a $2.5M Bonus Payment.

An investor presentation has been attached to this announcement.

Deferred Earn Out Instalment Payments and Bonus Payment

The Deferred Earn Out Instalment Payments referred to above will be calculated based on the Annual Revenue from all customer engagements including licensing, service and subscription sales of the Keyvision product offer in the following periods:

• i. between the Completion Date and 31 December 2025 ( Year 1 );

• ii. between 1 January 2026 and 31 December 2026 ( Year 2 );

• iii. between 1 January 2027 and 31 December 2027 ( Year 3 ); and

• iv. between 1 January 2028 and 31 December 2028 ( Year 4 ).

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TZ ACQUISITION OF KEYVISION

If the Annual Revenue for a Year is less than the Annual Revenue Target for that Year, the corresponding Instalment Payment for that Year will be adjusted down by an amount equal to the percentage of such shortfall; provided, however, that where the Annual Revenue exceeds the Annual Revenue Target in any subsequent Year during the Earn Out Period, then the Seller will be paid greater than that Year’s corresponding Instalment Payment by an amount equal to the percentage of the Annual Revenue in excess of such Annual Revenue Target for that subsequent Year up to the maximum amount of any prior shortfall(s). For the avoidance of doubt, the maximum potential aggregate amount of all Instalment Payments payable will not exceed $7.5M.

If the Annual Revenue for Year 4 is equal to or greater than $3.94M ( Bonus Revenue Target ), then in addition to the Instalment Payment payable in respect of Year 4, the Seller will be eligible to receive a bonus payment of $2.5M ( Bonus Payment ). Any such Bonus Payment will be paid after the 5th anniversary of the Completion Date. For the avoidance of doubt, any Annual Revenue for Year 4 that exceeds the Annual Revenue Target for Year 4 but is less than the Bonus Revenue Target, will not be eligible for a Bonus Payment either in whole or in part.

As noted above, TZ intends to fund the various Instalment Payments payable to the vendor from operating cash flow[4] .

Next Steps

The HOA requires the parties to negotiate long form transaction documentation to give effect to the proposed acquisition. The Company expects this process will be concluded within the next four to six weeks with signing and completion to follow as soon as possible after that. Completion of the proposed acquisition is also subject to the satisfactory conclusion of the Company’s due diligence enquiries and on the receipt of any approvals required under the Listing Rules or the Corporations Act.

The Company will keep shareholders updated in relation to the progress of the proposed acquisition in accordance with its Listing Rule disclosure obligations[5] .

4 Shareholders should note that there can be no certainty that TZ will be able to fund the instalment payments payable over the next four years from operating cash flow alone. In such circumstances, TZ may be required to fund some or all of the remaining payments from the proceeds of a future equity raising.

5 Shareholders should note that there can be no certainty that TZ and the Keyvision vendor will be able to successful negotiate the terms of the requisite long from transaction documentation. In such circumstances, it is possible that the acquisition the subject of this announcement will not proceed.

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TZ ACQUISITION OF KEYVISION

Important Information

This announcement includes forward-looking statements. Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expects”, “intends”, “plans”, “estimates”, “anticipates”, “believes”, “continues”, “objectives”, “outlook”, “guidance” or other similar words and include statements regarding plans, strategies and objectives of management, trends and outlook. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. These forwardlooking statements involve known and unknown risks, uncertainties and other factors that may cause TZ’s actual results, performance and achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements are based upon management’s good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect TZ’s business and operations in the future. TZ cannot give any assurance that the assumptions upon which management based its forward-looking statements will prove to be correct, or that TZ’s business and operations will not be affected by other factors not currently foreseeable by management or beyond its control. Any forward-looking statements contained in this announcement speak only as of the date of this announcement.

This announcement and the attached presentation are authorised for release by TZ Limited’s Board of Directors.

For further information, please contact:

Peter Graham Chairman Phone: +61 412 225 616 Email: p.graham@tz.net

About TZ Limited

At TZ, we create solutions that can manage assets effectively or manage space and utility effectively, i.e. Smart Lockers for IT Asset Management, Smart Lockers for Package Asset Management, and secure Personal Employee Storage Solutions.

We develop end-to-end integrated solutions that are dynamic and help companies manage secure access, optimise workflows and productivity for their mobile workforce. Our ability to support individual preferences and practices and enable the collective workspace environment are underpinning deliverables in our solutions, which ensure flexibility for the User and drive a unique and enhanced User experience.

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TZ ACQUISITION OF KEYVISION

About Keyvision

Keyvision is a leading software provider, delivering innovative solutions to the property, facility, and community management industries. Our adaptable, customisable platform is trusted across key sectors including commercial, residential, mixed-use, retail, master-planned, and retirement projects.

With over 42 integrated modules, our platform optimises operational efficiency through key features such as real-time data tracking, seamless tenant communication, live newsfeeds, event management, help desk ticketing, mobile security access, community activation and advanced booking systems.

Keyvision supports smart building certifications for security and sustainability, driving enhanced engagement among owners, tenants, and users. Our comprehensive platform unifies property management into a streamlined, cost-effective solution for modern developments.

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#01

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TZ TO ACQUIRE HIGH MARGIN, RECURRING REVENUE PROPTECH COMPANY

KEYVISION HOLDINGS PTY LTD

#02

How TZ came to Keyvision

1. TZ has traditionally focused on the Corporate and Educational Sectors

2. TZ wanted to explore opportunities back into the high growth High Density Residential market

3. Discovered the high margin, recurring revenue PropTech Tenant App market

4. Staggered by the corporate and M&A activity in this market

Keyvision had by far the best and most extensive platform.

Keyvision had already started commercialisation of their product offering and is building a prominent position in the Australian market.

Although several times more expensive than the other platforms, the alternatives all required development and commercialisation.

1. Identified 55 companies globally

2. Short listed and negotiated with 4 target companies 3 local and 1 UK

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Keyvision vendor has agreed for the purchase to be paid out of the cashflow of the combined businesses.

#03

What is ?

Keyvision is a high margin, recurring revenue PropTech company based in Melbourne, Victoria.

A PropTech's purpose is to transform the built world and make it more digital, climate-conscious and efficient by applying innovative Tech.

Keyvision supplies:

A Tenant App to high rise complexes – premium residential apartment buildings.; A Retail App for Shopping Centres; a Community App for Special Groups or Organisations, or even an App dedicated to a “residential development”.

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VTS Buying Tenant Management Software Platform Lane Technologies for $200M

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#04

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What is a tenant community app A micro social platform for a thriving tenant community. Communication; retail offerings; all services and amenities; building operations and facilities, payments and special events.

Providing an additional layer of convenience, connectivity and value for the tenant.

Your residence, your community, your platform.

#05

TZ and Keyvision would be the only fully integrated supplier as competitors outsource locker supply

TZ, a smart locker company, specialises in providing secure, intelligent locker systems for package delivery, asset management, and personal storage across real estate, logistics, and corporate sectors.

The acquisition of Keyvision opens new markets for TZ, including residential complexes, multi-family developments and commercial office buildings where tenant apps are increasingly essential. TZ gets the SaaS fees from the Smart Lockers and Keyvision gets the SaaS fee from the Tenant App

Integrating of Keyvision opens with TZ’s smart lockers allowing tenants to seamlessly schedule package pickups, receive real-time notifications, and manage locker use remotely, significantly improving user convenience.

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Twin revenue streams and the CROSS-SELL opportunity

Keyvision creates a digital ecosystem where TZ can offer additional services alongside its core locker products, such as cleaning services, concierge support, food delivery, and other on-demand amenities.

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#06

Opportunities

Keyvision areas of operation

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Commercial
Residential & High-Rise Apartments
Build-to-Rent
Retirement & Assisted Living
Master planned Communities
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TZ existing client possibilities

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Global Corporate Clients
Asian Real Estate Groups
US Universities
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A Tenant App for notifications, bookings and management of the following services in a premium residential apartment complex

	Basketball courts Bike storage and maintenance Cafes and coffee shops Car-charging stations Community garden Concerts Concierge services Conference rooms Cooking classes Coworking spaces Designated rideshares locations Eco-friendly amenities Educational lectures Electric car charging stations Fire pits Fitness centres	Game nights Game room Golf simulators Green space In-building laundry facilities In-building retail spaces Indoor and outdoor lounge spaces Movie nights Onsite hair, nail and spa services Outdoor kitchen Package receiving and storage Package rooms Paint nights Pet friendly areas (dog parks & grooming) Pools Putting greens	Recreational sport facilities Resident socials Retail merchants Rooftop decks Screening rooms Secure parking Smart access solutions Spa Sports tournaments Steam rooms Swimming pools Tennis courts Valet parking Visitor management Wine tastings Yoga classes

The yellow highlight represent areas where Smart Lockers are deployed

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#07

Annual cost of Tenant App is $24 to $48 – less 1% of the Strata Fee or Body Corporate Fee

Tenant App	Set-Up Fee	Monthly fee per Apartment	Minimum Monthly Fee	Annual Fee
Appfolio	$400-$2,000	$1.25	$280	$15
Avail		$5.00		$60
Axiis		$50 up to 50 units		$12
Buildium			$200 for 150 units	$16
CINC Systems		$1.25-$2.25	$300	$15-$27
Concierge Plus	$1,000	$3.00-$6.00	$250	$36-$72
Condo Control	$500-$1,500	$2.00-$4.00	$240	$24-$48
Doorloop		$2.00	$59 for 10 units	$24
Propertyware	$500-$1,000	$2.00-$4.00	$450	$24-$48
Rentec		$2.00-$4.00	$45 for 10 units	$24-$48
Tops One		$2.00-$5.00	$300-$500	$24-$60
VTS Rise			$150-$300
Yardi Breeze	$500-$1,000	$1.00	$100	$12
Yardi Breeze Premier	>$1,000	$2.00-$3.00	$400	$24-$36
Keyvision

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812/8 Marmion Place, Docklands Sold for $470,000 Beds 2 | Bath 1 | Car 1 Council Rates $918.03 per annum Water Rates $662.49 per annum Strata Fees $3,790.48 per annum

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704/100 Lorimer Street, Docklands Price $620,000 Beds 2 | Bath 1 | Car 1 Council Rates $1,200.00 approx. pa Water Rates $600.00 approx. pa Body Corporate Fee $5,000 approx. per annum

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2403E/888 Collins Street, Docklands
Price $567.000 Beds 2 | Bath 1 | Car 1
Council Rates $1,452.00 per annum
Water Rates $636.00 per annum
Strata Fees $5,208.00 per annum
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#08

Why Keyvision chose TZ

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TZ product, especially API
capability, far superior
Software Established corporate
development team presence
Australia, US,
Singapore and UK
Cloud management Global finance
team Existing client base
Regulatory and statutory compliance
24-hour global tech services
Registered in Australia; US;
capability
Singapore and UK.
Tax – Sales; Franchise; GST/VAT;
Income Tax Exempt Certification for
specific industries – Health & Education
Complimentary
architecture
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#09

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Tech Park Chennai India
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Marina Bay Sands Residences
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Lumi Hanoi
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Somerset Cam Ranh Bay Vietnam
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Kebun Sirih Raya Central Jakarta
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TZ and the cross-sell opportunity to existing clients

The CROSS-SELL opportunity

TZ has existing clients, like CapitaLand, Frasers and Guocoland in Asia, who use TZ as their Smart Locker provider. These clients are potential cross sell opportunities for the Tenant App.

Keyvision will move away from current locker suppliers and install TZ Smart Lockers in new contracts (including possible substitution within existing clients).

An example of the Cross-Sell Opportunity

TZ currently installs Smart Lockers for CapitaLand – one of Asia’s largest diversified Real Estate Groups – over 1,200 properties in 259 cities.

Through CapitaLand, TZ works with the largest builder in the region – Woh Hup – over 144 completed projects in Singapore alone.

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#10

The Acquisition Metrics – industry multiples

The purchase to be paid out of the cashflow of the combined businesses

Short listed and negotiated Identified High activity and valuations with 4 target companies, in this PROPTECH market sector 55 companies globally 3 local and 1 UK October 2021 March 2023 Interview with Lane CEO in 2021 May 2024

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October 2021 March 2023
Interview with Lane CEO in 2021 May 2024
November 2019
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#11

The acquisition is subject to due diligence and the receipt of any necessary approvals

1. Completion payment of $2.5M on settlement – anticipated 31 December 2024

2. Progressive instalment payments over 4 years based on Keyvision achieving Annual Revenue Targets

Instalment Payments and Bonus Payment

1. If fails to meet Annual Revenue Target, then the Instalment is adjusted down by an equal percentage

2. Total Instalment payments are capped at $7,500,000

3. If the Annual Revenue in Year 4 is equal to, or greater than, $3.94m, then the vendor is eligible for $2,500,000 Bonus Payment

The Instalment Payments will be calculated based on the annual revenue from all customer engagements including licensing, service and subscription sales by the Group in the following periods

NOTE: The transaction is subject to Due Diligence and the receipt of any necessary approvals.

Year	Annual Revenue Target	Instalment Payment	Payment Date
1	$1,600,000	$1,500,000	30 Business Days after the end of Year 1
2	$2,100,000	$2,000,000	30 Business Days after the end of Year 2
3	$2,700,000	$2,000,000	30 Business Days after the end of Year 3
4	$3,500,000	$2,000,000	30 Business Days after the end of Year 4

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#12

Compelling Financials

“Based on current modelling, TZ expects that operating cash flows

generated by the combined enterprise over the next 4 years will be sufficient to fund both the deferred purchase price and pay down the company’s debt”.

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To achieve that target The company will require the combined ANNUAL RECURRING REVENUE (ARR), currently at over $5M per annum, to reach $10.5M in 4 years. That will require 20% pa growth.

Currently

TZ’s ARR is growing at > 20% (zero to $4M in 4 years) and Keyvision’s ARR is growing at > 20% (FY24 revenue $700K and contracted calendar year 2025 revenue of $1.2M).

#13

The Keyvision Platform

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#14

The Keyvision Commercial and Retail Platform

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Keyvision Residential and Build-to-Rent Platform

Key Benefits and Transformative Outcomes from this Case Study Project

1. Customised APP implementation

2. Streamlined workflow Contractor management including planned preventative scheduling, work order, and case history.

3. User-friendly Parcel/package processing and convenient notification

4. Reliable communication platform including push notifications, emails, and SMS

5. Database security

6. One App that can integrate with third-party platforms and API plugins

7. User-friendly booking dashboard

8. Excellent reporting structure and user analytics at your fingertips

Analytics using Keyvision Platform

• Managed 5 projects through our platform.

• Portfolio view provides an overview of all projects.

• Identified high-performing and underperforming areas.

• Generated reports faster and more efficiently.

• Streamlined operations for improved efficiency.

• Enhanced communication with residents.

• Boosted efficiency in concierge services.

• Improved decision-making with real-time data.

• Increased visibility into project status.

• Optimised resource allocation across projects.

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15
9,139 5,476 213,601
Registrations Member keys Parcels & Deliveries
4,036 2,446 109,613
Help desk Apartments Facilities bookings
1,818 1,180 366,497
Incidents | Cases Work orders Emails sent
834 527
Assets Defects reports
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#16

Keyvision Commercial and Retail Platform

• Key Benefits and Transformative Outcomes from this Case Study Project 1. Centralised Data: Unified access to all project information.

2. Streamlined Processes: Simplified workflows and coordination.

3. Cost Savings: Lower operational costs through reduced overhead.

4. Reduced Errors: Less manual input minimises mistakes.

5. Boosted Productivity: More efficient use of team resources.

6. Increased Efficiency: Real-time updates and better resource management.

7. Clear Performance Insights: Overview of project progress and performance.

8. Improved Outcomes: Enhanced project success rates and goal achievement.

Analytics using Keyvision Platform

• Managed 6 projects on our platform.

• Includes 5 commercial and 1 residential.

• Portfolio view offers full project overview.

• Identified strengths & areas needing improvement.

• Improved tenant and resident communication.

• Activated spaces with targeted events.

• Streamlined operations for better efficiency.

• Boosted concierge and staff service efficiency.

• Made better decisions with real-time data.

• Increased visibility of project status.

• Optimized resource allocation across all projects.

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7,346 5,970 117,713
Registrations Event attendees Total NLA
5,849 1,746 42,714
Facility bookings Newsfeeds Emails sent
1,335 641 28,709
Events RSVP Events Parcels & Deliveries
273 203
Help desk Apartments
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Keyvision Master Planned Community Platform

• Key Benefits and Transformative Outcomes from this Case Study Project 1. Boosting Member Engagement

• Promoted Residents Mobile App through newsletters, reminders, and events.

• As of June 2024, 4,437 approved member registrations; 809 archived.

• Regular updates via Newsfeeds, Alerts, and Notifications for emergencies.

• Online surveys for committee engagement and easy access to documents and FAQs.

• Help Desk for direct communication and status tracking. Streamlined Place Management 7. Help Desk Tickets for maintenance and incidents, with tracking and updates.

• Automated Tennis Court bookings and landscape supply orders.

• Digital Access Cards for facilities, eliminating the need for physical cards.

• Directory of important contacts and preferred services.

• Event listings with RSVP capabilities for residents.

Analytics using Keyvision Platform

• Managed 3,262 residences on our platform.

• Centralised information across all departments.

• Reduced time spent on in-person resident inquiries.

• Identified strengths and areas for improvement.

• Enhanced communication with staff & residents.

• Faster action on ongoing management tasks.

• Streamlined operations for greater efficiency.

• Boosted staff service efficiency.

• Improved decision-making with real-time data.

• Increased visibility into project status.

• Optimised resource allocation across departments.

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17
5,730 3,262 14,386
Registrations Residences Help desk
6,939 5,211 14,402
Keys | Fobs
Work orders Emails sent
orders
4,007 641 12,670
Digital
Newsfeeds Facility bookings
credentials
654 285
Assets Documents
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83 Pirie Street Adelaide
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Q&A Centre Brisbane
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Major Keyvision deployments

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83 Pirie Street Adelaide
The One Residence Brisbane
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720 Bourke Street Melbourne
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Banksia Docklands Melbourne
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YarraBend Alphington Melbourne
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Escala Docklands Melbourne
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140 William Street Perth
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1 William Street Brisbane
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Union Quarter Spotswood Melbourne
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Sanctuary Lakes Melbourne
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Major Keyvision deployments

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Collins Arch Melbourne Freshwater Place Southbank Melbourne Brisbane Quarter
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M Centre Monash Melbourne
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United Care Aged Living Leichhardt Sydney
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Prima Tower
Southbank
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Some of the properties under contract

Reflecting resort living; retirement aged care; residential and office towers

Milton Green Brisbane

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Aqui Promenade
Melbourne
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Abode 318
Melbourne
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#20

Disclaimer

This Presentation has been prepared by (and is the sole responsibility of) TZ Limited ACN 073 979 272 (ASX: TZL) (TZ or the Company) for the purposes of giving an update to the market in relation to the Company’s proposed acquisition of Melbourne-based PropTech company Keyvision Holdings Pty Ltd ACN 090 038 636 (Keyvision). This Presentation has been prepared for general information purposes only, is not intended as investment advice (and must not be relied upon as such), does not contain an offer or invitation for the subscription of any securities and does not and will not form any part of any contract for the subscription of any securities in the Company. Furthermore, it does not take into account any investors’ personal objectives, financial situation or particular needs. Before making any investment decisions you should obtain your own independent financial, legal and/or taxation advice.

Summary information

This Presentation contains summary information about TZ and its activities which is current as at the date of this Presentation. It is provided for the sole purpose of providing general information about the Company, its business, the proposed acquisition of Keyvision and the industries/market segments in which the Company is operating (and is intending to operate) in. This Presentation should be read in conjunction with TZ’s other periodic and continuous disclosures lodged with and disseminated by ASX Limited (ASX).

Please note that this Presentation has been prepared at a time when TZ's commercial and legal due diligence of Keyvision has not yet been completed.

No liability

The information contained in this Presentation is given without any liability being accepted by TZ, or any of its related bodies corporate, directors, officers, employees, advisers or agents (together, the Relevant Parties). While the information in this Presentation has been prepared in good faith and with reasonable care, the Relevant Parties do not make any representations or warranties, express or implied, as to the currency, accuracy, completeness or reasonableness of the information contained in this Presentation, whether as to the past or the future matters, and to the maximum extent permitted by law, disclaim all responsibility and liability for any information contained therein. This includes any historical financial information and any estimates and projections and other information derived from them (including any forward-looking statements).

To the maximum extent permitted by law, TZ and the Relevant Parties disclaim any responsibility for any errors or omissions in the information contained in this Presentation, including the financial calculations, projections and forecasts and indications of, and guidance on or in relation to, future earnings, forecast financial position and/or performance. Except as required by law or regulation (including the ASX Listing Rules), the Company disclaims any obligation or undertaking to update any forward-looking statement in this Presentation to reflect any changes in expectations in relation to any forward-looking statement or change in events, circumstances, assumptions or conditions on which any statement is based.

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Past performance

This Presentation may contain information in relation to the past performance of TZ and/or Keyvision. Such information is given for illustrative purposes only and is not – and should not be relied upon as – an indication of future performance.

Forward-looking statements

This Presentation contains ‘forward-looking statements’, including statements regarding the expected financial condition, financial performance and results of operations of TZ (including on the assumption that it completes the proposed acquisition of Keyvision on or before the end of 2024). These statements relate to current expectations, beliefs, intentions or strategies regarding the future. Words such as ‘forecast’, ‘estimate’, ‘likely’, ‘expect’, ‘anticipate’, ‘project’, ‘opinion’, ‘would’, ‘should’, ‘could’, ‘will’, ‘may’, ‘indicative’, ‘intend’, ‘seek’, ‘continue’, ‘plan’, ‘risk’, ‘believe’, ‘aim’ and other similar expressions are intended to identify such forward-looking statements.

Indications of, and guidance in relation to, future earnings, financial position and performance are also forward-looking statements. You are cautioned not to place any reliance on any forward-looking statement, particularly in the light of the current economic climate and the significant volatility, uncertainty and disruption that is being caused by global geopolitical uncertainty. All forward-looking statements reflect beliefs and assumptions with respect to future events as at the date of this Presentation, however they are not guarantees of future performance. Such forward-looking statements involve known and unknown risks, uncertainties, assumptions, contingencies, and other factors which are, in most instances, beyond the control of the Relevant Parties, and may involve elements of subjective judgement and assumptions as to future events that may or may not be correct.

There can be no assurance that actual outcomes and results will not differ materially from those predicted or implied by any forward-looking statement. Several important factors could cause actual results or performance to differ materially from the forward-looking statements, including (without limitation) the risks and uncertainties associated with the Australian and global economic environment and capital market conditions. No representation or warranty is made or given by or on behalf of TZ or the Relevant Parties that any projection, forecast, calculation, forward-looking statement, assumption or estimate contained in this Presentation should or will be achieved or that actual outcomes will not differ materially from any forward-looking statement. All forward-looking statements are based on information available to the Company as at the date of this Presentation.

The corporate transaction the subject of this Presentation remains subject to various contingencies, including the completion of commercial and legal due diligence, the negotiation and entry by the parties into long from transaction documents and the receipt of any necessary regulatory and/or shareholder approvals. Shareholders are cautioned therefore that there is no commercial certainty that the proposed acquisition of Keyvision will complete on the terms set out in this Presentation or at all.

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