Sydney (Registered Office) Level 12, 37 Bligh Street Sydney NSW 2000 AUSTRALIA Ph: +612 8233 9229 Fax: +612 8211 5299 Chicago (Operational Headquarters) 520 W. Erie Street, Suite 210 Chicago, IL 60610, USA Ph: +1 312 751 2800 Fax: +1 312 751 2801 Web: www.tzlimited.com Email: [email protected] 3 January 2008 Lodged by ASX Online – 18 pages The Manager Company Announcement Office Australian Stock Exchange Ltd. Level 4, 20 Bridge Street Sydney, NSW 2000 GENERAL MEETING TO CONSIDER PLACEMENT OF CONVERTIBLE NOTES Attached please find the formal notice of a shareholders’ General Meeting, explanatory memorandum and proxy form relating to the General Meeting of shareholders to be held on the 4 February 2008. The meeting is to consider and if thought fit, to approve, the recently announced placement of AU$24 million of convertible bonds to be issued to New York based QVT Financial LP. The proposed placement was announced on 24 December 2007. ================================================================ Media Enquiries Investor Enquiries Fraser Brown John Falconer Ph: +61 2 8233 6123 Director/Company Secretary [email protected] +61 411 420 720 [email protected] Deb Joins +1-248-220-1471, Ext. 100 [email protected] TZ LIMITED ABN 26 073 979 272 NOTICE OF GENERAL MEETING PROXY FORM EXPLANATORY MEMORANDUM Date of Meeting 4 February 2008 Time of Meeting 11.00am Place of Meeting Kemp Strang Level 16 55 Hunter Street Sydney, New South Wales 2 TZ LIMITED ABN 26 073 979 272 NOTICE OF GENERAL MEETING A General Meeting of TZ Limited ABN 26 073 979 272 will be held at 11.00am on 4 February 2008 at Kemp Strang, Level 17, 55 Hunter Street, Sydney, New South Wales. The business to be considered at the General Meeting is set out below. This Notice of Meeting should be read in its entirety in conjunction with the accompanying Explanatory Memorandum, which contains information in relation to the following resolutions. If you are in any doubt as to how you should vote on the matters set out in this Notice of Meeting, you should seek advice from your professional adviser. SPECIAL BUSINESS Resolution 1 – Approval to issue Convertible Notes To consider and, if thought fit, to pass the following ordinary resolution: “That for the purpose of Rule 7.1 of the ASX Listing Rules and for all other purposes, the Company hereby approves and authorises the issue of 24,000 Convertible Notes to QVT Fund LP and Quintessence Fund L.P. on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.” Resolution 2 – Approval to grant options to QVT Fund LP and Quintessence Fund L.P. To consider and, if thought fit, pass the following ordinary resolution: "That, for the purpose of Rule 7.1 of the ASX Listing Rules and for all other purposes, the Company approves and authorises the issue of 3,000,000 Options to subscribe for Shares in the Company to QVT Fund LP and Quintessence Fund L.P. on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting." VOTING EXCLUSION STATEMENTS Resolution 1 The Company will disregard any votes cast on Resolution 1 by QVT Fund LP and Quintessence Fund L.P. and any person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if Resolution 1 is passed and any associate of any or all such persons. However, the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or 3 (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides. Resolution 2 The Company will disregard any votes cast on Resolution 2 by QVT Fund LP and Quintessence Fund L.P. and any person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if Resolution 2 is passed and any associate of any or all such persons. However, the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides. By order of the Board Mr John Falconer Company Secretary 3 January 2008 5 TZ LIMITED ACN 073 979 272 EXPLANATORY MEMORANDUM This Explanatory Memorandum has been prepared shareholders of TZ Limited ACN 073 979 272 (“Company”) in connection with the business to be transacted at the General Meeting of the Company to be held at 11.00am on 4 February 2008 at Kemp Strang, Level 16, 55 Hunter Street, Sydney, New South Wales and contains important explanatory and other information for shareholders in relation to the resolutions set out in the attached Notice of Meeting. The Directors recommend members read this Explanatory Memorandum in full before making any decision in relation to the resolutions. Terms used in this Explanatory Memorandum are defined in the Glossary in Annexure C. RESOLUTIONS 1 & 2 – APPROVAL TO ISSUE CONVERTIBLE NOTES AND APPROVAL TO GRANT OPTIONS TO QVT FUND LP AND QUINTESSENCE FUND L.P. Background The Company and QVT Fund LP and Quintessence Fund L.P. (“Investor”) entered into a Convertible Note and Option Subscription Deed 24 December 2007 (“Deed”) pursuant to which the Investor wishes to subscribe for and the Company has agreed to issue 24,000 Convertible Notes and 3,000,000 Options on the terms and conditions of the Deed (“Placement”). QVT Fund LP will be issued 21,637 Convertible Notes and 2,704,625 Options. Quintessence Fund L.P. will be issued 2,363 Convertible Notes and 295,375 Options. ASX Listing Rule 7.1 provides that, subject to certain exceptions, a listed company must not issue equity securities (including convertible securities and options to be issued shares) without shareholder approval if that issue, when added to other securities issued by the Company in the previous 12 months, will exceed 15% of the ordinary securities on issue at the commencement of the 12 month period. The Convertible Notes and Options proposed to be issued under the Placement in accordance with the terms of the Deed will exceed the 15% threshold. Accordingly, the Company is seeking shareholder approval of the Placement for the purposes of ASX Listing Rule 7.1. Resolution 1 seeks shareholder approval for the issue of 24,000 Convertible Notes to the Investor in accordance with the terms of the Deed. Resolution 2 seeks shareholder approval for the issue of 3,000,000 Options to subscribe for fully paid ordinary Shares in the Company to the Investor in accordance with the terms of the Deed. 6 Information about the Placement The following information is provided in accordance with ASX Listing Rule 7.3 in respect to Resolution 1: (a) The maximum number of Convertible Notes to be issued under the Placement is 24,000. (b) The Convertible Notes must be issued in one lot on or before 31 March 2008 in accordance with the terms of the Deed set out in Annexure A. (c) The Investor must pay the Subscription Price of A$24,000,000.00 in consideration of the Company issuing 24,000 Convertible Notes and 3,000,000 Options to the Investor. Each Convertible Note will be issued at a Face Value of A$1000. (d) The Convertible Notes will be issued to QVT Fund LP and Quintessence Fund L.P. (e) The terms and conditions of the Convertible Notes issued pursuant to the Placement are set out in Annexure A to this Explanatory Memorandum. (f) The funds raised under the Placement will be used to expand current operations and fund new business initiatives which are substantially related to the line of business presently engaged in by the subsidiaries of the Company. The following information is provided in accordance with ASX Listing Rule 7.3 in respect to Resolution 2: (a) The maximum number of Options to be issued under the Placement is 3,000,000. Each Option entitles the Investor to subscribe for one Share, subject to adjustment in accordance with the terms of the Deed set out in Annexure B. (b) The Options must be issued in one lot on or before 31 March 2008 in accordance with the terms of the Deed set out in Annexure B. (c) The Investor must pay the Subscription Price of A$24,000,000.00 in consideration of the Company issuing 24,000 Convertible Notes to the Investor . The 3,000,000 Options are to be issued to the Investor for nil consideration.. (d) The Options will be issued to QVT Fund LP and Quintessence Fund L.P. (e) The Options will be exercisable at A$4.00 upon a NASDAQ listing or after two years from the grant of the options whichever comes first. Unexercised Options expire five years after their issue. The detailed terms and conditions of the Options issued pursuant to the Placement are set out in Annexure B to this Explanatory Memorandum. (f) The funds raised under the Placement will be used to expand current operations and fund new business initiatives which are substantially related to the line of business presently engaged in by the subsidiaries of the Company. 7 ANNEXURE A SUMMARY OF TERMS AND CONDITIONS OF CONVERTIBLE NOTES The Convertible Notes will be issued in accordance with the terms of the Deed. In summary, the terms are: Subscription Date and Conditions Precedent: The Convertible Notes will be allotted and issued on the Subscription Date, being the Business Day following the date of fulfilment of the Conditions Precedent (or such other date agreed between the Company and Investor). The Conditions Precedent must be satisfied by 31 March 2008 and include: (a) the Company obtaining all shareholder, regulatory or other third party approvals or consents in relation to the issue of all Convertible Notes, Options and Investor Shares contemplated by the Deed, including but not limited to shareholder approval under Rule 7.1 of the ASX Listing Rules and approval by FIRB; (b) the company providing a certificate confirming satisfaction with customary undertakings and the accuracy of customary warranties; and (c) at the Subscription Date, there has not been and there is not subsisting any material adverse event, event of default or claim that could reasonably expected to constitute a material adverse event. Subscription Price: Subject to satisfaction or waiver by the Investor of the Conditions Precedent, on the Subscription Date the Investor must pay the Subscription Price. Face Value: The Face Value of each Convertible Note issued to the Investor will be A$1,000. Maturity Date: The Maturity Date of the Convertible Notes is the fifth anniversary of the Subscription Date. Interest: Interest will be payable at the Interest Rate of 10% per annum annually in arrears on 31 December or on the date the Convertible Note is redeemed. Interest will accrue from and including the Subscription Date to the Maturity Date and on the Face Value of each Convertible Note until it becomes due and payable. Interest will be waived by the Investor in respect of the payment due on 31 December 2008 if a Successful NASDAQ Listing is achieved on or before such date. Status The Convertible Notes rank in all respects equally without any preference among themselves, but are subordinate to the Senior Note and in all respects equally with all present and future senior unsecured liabilities (actual or contingent) of the Company. Redemption All or part of the Convertible Notes may be redeemed in the following circumstances in accordance with the Deed: 8 • on close of business on the Maturity Date; • at the absolute discretion of the Investor during the Conversion Period; • on a Successful NASDAQ Listing; or • on the occurrence of certain customary events of default (such as insolvency events, default by the Company and certain material adverse events). In general, on redemption of a Convertible Note, the Company must pay to the Investor the Face Value of the Convertible Notes and all accrued but unpaid interest, plus other amounts payable in respect of the Convertible Note under the terms of the Deed. Conversion The Investor may, at any time during the Conversion Period, convert any of its Convertible Notes into Shares by giving an irrevocable conversion notice. The Company is required to convert each Convertible Note into a specified number of fully paid ordinary Shares on the terms of the Deed (“Share Equivalent”). The formula for calculating the Share Equivalent is set out below. Additionally, the Convertible Notes may be converted into the Share Equivalent on the occurrence of customary events of default (including insolvency events, default by the Company and certain material adverse events) in accordance with the terms of the Deed. Share Equivalent The Share Equivalent is equal to the number of Shares calculated in accordance with the following formula: Number of Shares = VN + I Conversion Price where: VN = Face Value of the outstanding Convertible Note(s) I = Interest accrued but unpaid on the outstanding Convertible Note(s) Conversion Price means $4.00 as adjusted in accordance with the terms of the Deed Issue of Shares Within 5 Business Days after notice of conversion is received by the Company, the Company must: (a) issue the Share Equivalent to which the Investor is entitled on conversion of Investor's Convertible Notes; and 9 (b) procure that a holding statement is given to the Investor in accordance with the ASTC Settlement Rules. The Company must apply for the Shares to be quoted on the Official List of ASX. Shares issued on the conversion of Convertible Notes will rank in all respects equally with the Shares on issue at the Conversion Date and are entitled to all dividends or distributions declared by the board of the Company in respect of Shares the record date for which is on or after the Conversion Date. Adjustments If the Company reorganises its capital in any way while any Convertible Notes are on issue, in respect of those Convertible Notes the Share Equivalent to be issued to that Investor will be reorganised (subject to the Company complying with any applicable ASX Listing Rules) so that the Investor will not receive a benefit that the holders of Shares do not receive and vice versa. If at any time while the Convertible Notes are on issue the Company makes a New Issue at a price less that the Conversion Price, adjusted as above, then the Conversion Price will be reduced to the Issue Price, adjusted as above (subject to the Company complying with any applicable ASX Listing Rules). Any change to the rights of the Investor must not have an effect which is materially prejudicial to the interests of the Investor. Cancellation of Notes All Convertible Notes repaid or converted will automatically be cancelled and will not be re-issued. Other terms The Convertible Notes and Options are subject to other customary terms of the Deed. NASDAQ Listing The Deed contemplates that the Company may undertake a NASDAQ Listing. In the event that the Company resolves to proceed with a NASDAQ Listing, it will comply with all applicable ASX Listing Rules including, without limitation, ASX Listing Rule 3 and will provide shareholders with all relevant applicable material information. The Deed provides that, In the event that the Company takes steps to establish NewCo in connection with a NASDAQ Listing, the Company has agreed to comply (and continue to comply) with all United States state and federal laws including, without limitation, the United States Securities Act of 1933 (the "Securities Act") and the Exchange Act along with NASDAQ Listing Rules. In addition, each Convertible Note and the Option will become subject to customary US terms and conditions including, but not limited to, customary US anti-dilution provisions, representations and warranties, undertakings and indemnities. Also, in connection with a NASDAQ Listing, the Company has also agreed to register the shares underlying the Convertible Notes in the United States pursuant to the Securities Act. 9254629_2.jf ANNEXURE B OPTION TERMS AND CONDITIONS The Options will be issued in accordance with the terms of the Deed. In summary, the terms are: 1. Subscription Date and Conditions Precedent: The Options will be issued on the Subscription Date applicable to the Convertible Notes and described in Annexure A. 2. Issue Subject to satisfaction or waiver by the Investor of the Conditions Precedent, on the Subscription Date: i. the Investor must pay the Subscription Price; and ii. the Company will issue to the Investor 3,000,000 Options. 3. Terms and conditions of Options (a) Each Option entitles the holder to subscribe for one Share, subject to adjustment in accordance with the terms of the Deed. (b) The Options are exercisable at any time during the Conversion Period in multiples of one thousand Options by the Investor completing an Option exercise notice and paying the Option Price. (c) The Options will not be listed on ASX. (d) All Shares issued upon exercise of the Options will rank pari passu in all respects with all existing Shares and are entitled to all dividends or distributions declared by the board of the Company the record date for which is on or after the date of exercise of the relevant Options. (e) There are no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital offered to shareholders in the Company prior to the Option being exercised through its ownership of the Options other than pursuant to any applicable anti-dilution provision of the Deed. (f) If the Company makes a pro rata issue (except a bonus issue) to the holders of Shares, the Option Price will be reduced in accordance with the formula contained in ASX Listing Rules 6.22.2 and 6.22.2A. (g) If the Company makes a bonus issue to the holders of Shares, the number of Shares over which each Option is exercisable will be increased in accordance with ASX Listing Rule 6.22.3. 2 (h) If the Company reorganises its capital (including by consolidation, sub-division, reduction, cancellation or return) the Options will be reorganised and the Company’s rights will change to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation. (i) If at any time while the Options are on issue the Company makes a New Issue at a price less that the Option Price (as adjusted as necessary under the terms of the Deed), then the Option Price will be reduced to the Issue Price. This reduction to the Issue Price is subject to granting a waiver to the Listing Rules by the ASX. The ASX have advised that they would be unlikely to grant such a waiver. (j) For so long as Shares are listed on ASX, the Company must take all necessary steps to permit the Option Price to be adjusted as contemplated by the terms of the Deed, including, if applicable, obtaining shareholder approval and otherwise complying with the ASX Listing Rules. 4. Issue of Shares The Company must, within 2 Business Days of receipt of an Option exercise notice and payment of the Option Price: (a) issue to the Investor the number of Shares for which the Options have been exercised. The Shares must be issued to the Investor or its nominee as fully paid; and (b) issue free of charge holder identification statements or other documents confirming issue of the Shares for which the Options have been exercised. 5. Official quotation and other steps The Company must within 3 Business Days of receipt of an Option Exercise Notice: (a) apply for official quotation of the Shares to be issued on exercise of the Options on ASX, or if the receipt of the Option Exercise Notice occurs after a NASDAQ listing, on NASDAQ; and (b) take all necessary steps including, without limitation, issuing a cleansing statement under section 708A of the Corporations act, to enable the Shares issued on exercise of the Options to be freely dealt with by the Investor. 6. New Issues During the Conversion Period the Company must give the Investor at least 20 Business Days written notice before the record date for any pro-rata issue of shares or other securities of the Company so as to enable the 4 Voting Entitlements In accordance with regulation 7.11.37 of the Corporations Regulations, the Directors have determined that the shareholding of each shareholders for the purposes of ascertaining voting entitlements for the General Meeting will be as it appears in the share register at [insert time] Sydney time on [insert date]. Only those persons will be entitled to vote at the General Meeting on [insert date]. Notes regarding proxies • Votes at the General Meeting may be given personally or by proxy, attorney or representative. • A member entitled to attend and vote at the meeting has the right to appoint no more than two proxies. • A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. • If the member appoints two proxies and the appointment does not specify the proportion or the number of the member’s votes each proxy may exercise, each proxy may exercise one half of the member’s votes. If the member appoints two proxies, neither proxy may vote on a show of hands. • A proxy need not be a member of the Company. • A proxy form must be signed by the member or his or her power of attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed by a Director, Company Secretary, Sole Director and Sole Company Secretary or under the hand of a duly authorised officer or attorney. • The proxy form (and any Power of Attorney under which it is signed) must be received by the Company’s share registry, Computershare Investor Services Pty Limited by mail or delivery to 452 Johnston Street, Abbotsford, Victoria 3067 facsimile on +61 2 9223 8820 or by mail or delivery to the registered office of TZ Limited being Level 12, 92 Pitt Street, Sydney, New South Wales, 2000 no later than 48 hours before the commencement of the General Meeting that is, by no later than 11.00am on 2 February 2008. Any proxy form received after that time will not be valid for the scheduled meeting. Glossary Terms used in this Notice of Meeting and accompanying Explanatory Memorandum are defined in the Glossary in Annexure C of the Explanatory Memorandum. 3 Investor to exercise its Options before the date and participate in the issue if the Investor determines. 7. Participation in new issues The Investor is entitled to participate in new securities offered generally to shareholders in the Company to the extent that it has exercised its Options on or before the date that is 2 Business Days before the record date for the new issue. In addition, the Company has agreed that it shall not issue any securities (equity, debt or otherwise) unless it has first offered to the Investors up to the full amount of any such issuance. The Company has agreed to obtain necessary shareholder approvals and comply with regulatory requirements as required. 8. Other terms As set out in Annexure A, the Options are subject to other terms set out in the Deed, including certain terms which apply to the Options in connection with the NASDAQ Listing. ANNEXURE C GLOSSARY In the accompanying Notice of Meeting and this Explanatory Memorandum, unless the contrary intention appears, the following expressions shall have the following meanings: ASX means the Australian Securities Exchange or ASX Limited, as the context requires. ASX Listing Rules the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX. Business Day means a day (not being a Saturday, Sunday or a public holiday) on which banks are open for general banking business in Sydney, Australia; New York, New York, USA; and Chicago, Illinois, USA. Completion Date means the Business Day following the date of fulfilment of the Conditions Precedent or such other date as the parties may agree in writing. Company means TZ Limited (ACN 073 979 272). Conditions Precedent means the conditions precedent set out in the Deed. Conversion Period means the period commencing on the earlier of: (a) two years after the Subscription Date; and (b) the date of a Successful NASDAQ Listing, and ending on the close of business of the Maturity Date. Convertible Note means an unsecured convertible note having the Face Value issued by the Company to the Investor on the Subscription Date in accordance with the terms of the Deed. Corporations Act means Corporations Act 2001 (Cth). Deed means the Convertible Note and Option Subscription Deed between the Company and each Investor dated [24] December 2007. Face Value means A$1,000 per Convertible Note. FIRB means the Foreign Investment Review Board. Interest Rate means 10% per annum. Investor means each of QVT Fund LP and Quintessence Fund L.P. Investor Shares means Shares issued to the Investor upon conversion of a Convertible Note or exercise of an Option. Maturity Date means the fifth anniversary of the Subscription Date. NASDAQ means The NASDAQ Stock Market Inc. 2 NASDAQ Listing means a scheme of arrangement complying with the provisions of part 5.1 of the Corporations Act whereby the members of the Company transfer all of their Shares in exchange for shares in NewCo or some other takeover or scheme which achieves a similar result. NewCo means the company whose shares are approved for listing on NASDAQ in which the shareholders of the Company are issued shares in connection with a NASDAQ Listing. New Issue means a new issue of options or convertible securities in the Company or Shares other than: (a) Shares issued to the holder of the Senior Note on conversion of all or part of that note; (b) Shares issued upon the exercise of options which were issued prior to the date of the Deed; (c) Shares issued to employees under an employee share scheme, provided those issues are approved by the executive committee of the Company and the Investor and consistent with past practices; and (d) Shares or options issued to directors with the approval of the executive committee of the Company and the Investor and consistent with past practices. Option means an option to subscribe for Shares in accordance with the terms of the Deed. Option Price means $4.00 per Share as adjusted in accordance with the terms of the Deed. Senior Note means the balance outstanding under the secured convertible note issued by the Company to DKR SoundShore Oasis Holding Fund Limited. Shares means fully paid ordinary shares issued in the capital of the Company. Subscription Date means the Completion Date. Subscription Price means A$24,000,000.00. Successful NASDAQ Listing means when NewCo raises additional capital of not less than US$25,000,000.00 at an issue price of not less than US$4.50 per share and if a NASDAQ listing occurs. TZ LIMITED ABN 26 073 979 272 PROXY FORM – GENERAL MEETING Australian Registered Office – Level 12, 92 Pitt Street, Sydney, New South Wales, 2000 SECTION 1 - FIRST PROXY I/We (name) ...................................................................................................................................... of (address) ...................................................................................................................................... being a member/members of TZ LIMITED and entitled to attend and vote hereby appoint ...................................................................................................................................... or failing the person so named (or if no person is named), the Chairman of the Meeting as my/our proxy to act generally at the meeting on my/our behalf and to vote ......... % of my/our voting rights, as directed hereunder (or if no directions have been given, as the Proxy sees fit), for and on my/our behalf at the General Meeting of shareholders of the Company convened to be held on [insert date] and at any adjournment thereof. SECTION 2 - SECOND PROXY I/We (name) ...................................................................................................................................... of (address) ...................................................................................................................................... being a member/members of TZ LIMITED hereby appoint ...................................................................................................................................... or failing him or her, the Chairman of the Meeting as my/our proxy to represent and to vote ......... % of my/our voting rights, as directed hereunder, for and on my/our behalf at the General Meeting of shareholders of the Company convened to be held on [insert date] and at any adjournment thereof. SECTION 3 – DIRECTIONS AS TO VOTING BY PROXY Voting directions to your Proxy – please mark X to indicate your directions: BUSINESS: FOR AGAINST ABSTAIN* RESOLUTION 1 Approval to issue Convertible Notes RESOLUTION 2 Issue of Options to QVT Fund LP and Quintessence Fund L.P. 2 * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. SECTION 4 – EXERCISE OF PROXY BY CHAIRMAN OF THE MEETING If the Chairman of the Meeting is to be your proxy, or may be appointed by default and you have not directed your proxy how to vote on items 1 and 2 above, please place a mark in this box: By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of that resolution and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your vote on any of the resolutions and your vote will not be counted in calculating the required majority if a poll is called on any resolution. The Chairman of the Meeting intends to vote undirected proxies in favour of the resolutions. SECTION 5 – EXECUTION OF PROXY FORM Dated the ................................................. day of ....................................................................... 2008 This section must be signed in accordance with the instructions below to enable your directions to be implemented. Individual or Security holder 1 Security holder 2 Security holder 3 Sole Director and sole Company Secretary Director Director/ Company Secretary Full Name……………………… Full Name……………………… Full Name……………………… NOTES 1. A proxy need not be a member of the Company. 2. A member entitled to attend the Meeting is entitled to appoint no more than two proxies. Where more than one proxy is appointed, both sections 1 and 2 must be completed. The appointment of 2 proxies shall have no effect unless each proxy is appointed to represent a specified portion of the member’s voting rights. 3. To direct the proxy, place a tick or cross in the appropriate box against each item in Section 3. Where more than one proxy is appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions. 4. You may appoint as your proxy “The Chairman of the Meeting”. Please refer to Section 4 of this Form 5. Where the shareholder is an individual, that individual must sign. A proxy given by a corporation must be executed by two Directors or a Director and Company Secretary or under power of attorney. Where the corporation has a sole director who is also the sole Company Secretary, that person must sign. Where a proxy form is signed under power of 3 attorney, a certified copy of the power of attorney is to be delivered to the Australian registered office of the Company, as set out below. 6. Either of the joint holders of a share may sign the proxy form. 7. The proxy form (and any Power of Attorney under which it is signed) must be received facsimile by the Company’s share registry, Computershare Investor Services Pty Limited by mail or delivery to 452 Johnston Street, Abbotsford, Victoria 3067 facsimile on +61 2 9223 8820 or by mail or delivery to the registered office of TZ Limited being Level 12, 92 Pitt Street, Sydney, New South Wales, 2000, facsimile (02) 9223 8820 no later than 48 hours before the commencement of the General Meeting.
I think we are all on our way now,woo hoo
TZL Price at posting:
0.0¢ Sentiment: Buy Disclosure: Held
