TZ : Adoption of New Constitution

For personal use only

	Level 2, 40 Gloucester Street
	The Rocks NSW 2000 Australia
	Telephone [phone]
TZ Limited	www.tz.net
ABN 26 073 979 272

27 January 2022

ASX Announcement

Adoption of New Constitution

In accordance with Listing Rule 15.4.2, TZ Limited (the 'Company') (ASX: TZL) provides the ASX with a copy of the Company's new Constitution approved and adopted by the shareholders by passing the special resolution at TZL's 2021 Annual General Meeting held on 27 January 2022.

Authorised for release by the Board of Directors.

For further information, please contact:

Mathew Watkins

Company Secretary

[e-mail]

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

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For personal use only

Corporations Act

A Company limited by shares

Constitution of

TZ Limited

(A.C.N. 073 979 272)

As adopted by Special Resolution by the members of the Company on 27 January 2022.

Constitution

Contents

only	1.	General
2.	Shares
3.	Certificates
4.	Calls
5.	Forfeiture and lien
use	6.	Payments by the Company
7.	Transfer of shares
	8.	Transmission of shares
	9.	General meetings
	10.	Proceedings of meetings
personal	11.	Special meetings
12.	Votes of shareholders
13.	Directors
	14.	Alternate Directors
	15.	Vacation of office of Director
	16.	Election of Directors
	17.	Managing Director and Executive Directors
	18.	Proceedings of Directors
	19.	Powers of the Board
	20.	Branch register
	21.	Seal
	22.	Minutes
For	23.	Dividends and reserves
24.	Notices
25.	Winding up
26.	Indemnity
27.	Proportional takeover approval
28.	Security Interests
	29.	Small Holdings
	30.	Listing Rules

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For personal use only

Constitution

Corporations Act

A Company limited by shares

Constitution of TZ Limited (A.C.N. 073 979 272)

1. General

1. Name of Company
   The name of the Company is TZ Limited (A.C.N. 073 979 272).
2. Liability of shareholders
   The liability of shareholders is limited.
3. Replaceable Rules
   The Replaceable Rules set out in the Act do not apply to the Company.
4. Listing Rules
   In this Constitution, a reference to the Listing Rules only applies while the Company is included in the official list of the relevant Securities Exchange.
5. Definitions
   The following definitions apply unless the context requires otherwise:
6. 1. Act means the Corporations Act 2001 (Cth) and any regulations made under that Act or any statutory modification, amendment or re-enactment in force and any reference to any section, regulation, part or division is to that provision as so modified, amended or enacted;
   2. ASX means ASX Limited (ACN 008 624 691);
   3. Board means the Directors for the time being of the Company;
   4. business day means a day defined as such under the Listing Rules;
   5. call includes any instalment of a call and any amount due on allotment of any share;
   6. Chair includes an acting Chair under rule 10;
   7. Committee means a Committee to which powers have been delegated by the Board pursuant to rule 18.7;
   8. Company means TZ Limited (A.C.N. 073 979 272);
   9. Constitution means the rules that comprise the constitution of the Company in force for the time being and as amended at any time;

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1. CS Facility means clearing and settlement facility as that term is defined in the Act;
2. Director means a person appointed or elected from time to time to the office of Director of the Company in accordance with this Constitution and includes any alternate Director duly acting as a Director;
3. Divestment Notice means a notice given under rule 29.1 to a Small Holder or a New Small Holder;
4. Executive Director means a person appointed to that position pursuant to rule 17.3;
5. Listing Rules means the Listing Rules of a Securities Exchange which are applicable while the Company is admitted to the official list of the relevant Securities Exchange, each as amended or replaced from time to time, except to the extent of any express waiver by the relevant Securities Exchange;
6. Managing Director means the person appointed to that position pursuant to rule 17.1;
7. Market Value in relation to a Share means the closing price on ASX of the Share;
8. Marketable Parcel has the meaning given to the term 'marketable parcel' in the Listing
   Rules;
9. New Small Holder is a shareholder who is the holder or a joint holder of a New Small Holding;
10. New Small Holding means a holding of Shares created after the date on which this rule came into effect by the transfer of a parcel of Shares the aggregate Market Value of which at the time a proper transfer was initiated or a paper based transfer was lodged, was less than a Marketable Parcel of Shares;
11. Office means the registered office from time to time of the Company;
12. person and words importing persons include partnerships, associations and corporations unincorporated and incorporated by Ordinance, Act of Parliament or registration as well as individuals;
13. PPSA means the Personal Property Securities Act 2009 (Cth);
14. Register means the register of shareholders of the Company and includes a branch register of shareholders established pursuant to rule 20;
15. Registered Address means the address of a shareholder specified on a transfer or any other address of which the shareholder notifies the Company as a place at which the shareholder will accept service of notices;
16. Relevant Day in relation to a takeover scheme, means the day that is 14 days before the end of the period during which the offers under the takeover scheme remain open;
17. Relevant Period means the period specified in a Divestment Notice under rule 29.3;

1. Relevant Shares are the Shares specified in a Divestment Notice;

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