TZ : Updated Securities Trading Policy

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

1 March 2022

ASX Announcement

Updated Securities Trading Policy

TZ Limited (the 'Company') (ASX: TZL) advises that, in accordance with ASX Listing Rule 12.10, the Company has updated its Securities Trading Policy (Policy). A copy of the Policy is also available on the Company's website.

Authorised for release by the Board of Directors.

For further information, please contact:

Mathew Watkins

Company Secretary

TZ Limited

Ph: [phone]

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

For personal use only

Securities Trading Policy

TZ LIMITED

ACN 073 979 272

Document version control:

Version	1.0
Approved and Adopted on	24 February 2022
Date of next scheduled review	February 2023

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1. Introduction

This Securities Trading Policy (Policy) sets out the policy of TZ Limited ACN 073 979 272 (Company) on dealings by directors of the Company (Directors) and employees in:

1. securities of the Company (Company Securities); and
2. securities of other entities.

If you do not understand any part of this Policy, the summary of the law or how it applies to you, you should raise the matter with your manager or the Company Secretary before dealing with any securities covered by this Policy.

2. Rationale for the Policy

Under Australian corporations law, the insider trading laws operate to prohibit people in possession of non-public, price sensitive information from dealing in securities or passing on the information to other people who may deal in securities.

This Policy is intended to:

1. ensure that all Directors, employees and contractors of the Company (and their associates) are aware of the insider trading laws as they apply to trading in Company Securities; and
2. protect the reputation of the Company and its Directors and officers by seeking to avoid the possibility that misconceptions, misunderstandings or suspicions might arise as a result of trading by Directors and others who may be, or be perceived to be, in possession of Inside Information (defined below).

This Policy seeks to do so by imposing additional restrictions on the trading of Securities by Restricted Persons (defined below).

3. Meaning of "Securities"

For the purposes of this Policy, "Securities" means shares, debentures, options, rights to subscribe for new shares and options over existing shares, warrant contracts and other derivatives relating to the shares.

4. Insider trading laws

4.1 Prohibition

If you have any Inside Information (see definition in section 4.3) about the Company (or another relevant entity, such as a company with which the Company is considering a transaction) which is not publicly known, it is a criminal offence for you to:

1. trade in Company Securities (or securities of the other relevant entity);
2. advise or procure another person to trade in Company Securities (or securities of the other relevant entity); or
3. pass on Inside Information to someone else (including colleagues, family or friends) knowing (or where you should have reasonably known) that the other person will, or

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is likely to, use that information to trade in, or procure someone else to trade in, Company Securities (or securities of the other relevant entity).

1. Consequences of insider trading
   This offence, called "insider trading", can subject you to:
2. 1. criminal liability including large fines and/or imprisonment;
   2. a civil penalty (fine) of up to hundreds of thousands of dollars; and
   3. civil liability, which may include being sued for any loss suffered as a result of illegal trading.
3. Inside Information
   "Inside information" is information that:
4. 1. is not generally available; and
   2. if it were generally available, a reasonable person would expect that it would (or would be likely to) influence investors in deciding whether to buy or sell particular securities.

The financial impact of the information is important, but strategic and other implications can be equally important in determining whether information is Inside Information. The definition of information is broad enough to include rumours, matters of supposition, intentions of a person (including the Company) and information which is insufficiently definite to warrant disclosure to the public.

Importantly, you need not be an "insider" to come across Inside Information. That is, it does not matter how you come to know the Inside Information (for example, you could learn it in the course of carrying out your responsibilities or in passing in the corridor or in a lift or at a dinner party).

1. Examples of insider trading
   The following list is illustrative only. Inside Information could include:
2. 1. the financial performance of the Company against budget;
   2. a possible acquisition or sale of any assets by the Company;
   3. a possible change in the Company's capital structure;
   4. a proposed dividend;
   5. senior management changes;
   6. development of a new business line or product offering; or
   7. any possible claim against the Company or other unexpected liability.
3. Insider trading is prohibited at all times
   If you possess Inside Information, you must not buy or sell Company Securities, advise or get others to do so or pass on the Inside Information to others. This prohibition applies regardless of how you learn the information.

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The prohibition on insider trading applies not only to information concerning Company Securities. If a person has Inside Information in relation to securities of another company, that person must not deal in those securities.

5. Confidential information

Related to the above, Directors, employees and contractors also have a duty of confidentiality to the Company. You must not reveal any confidential information concerning the Company, use that information in any way which may injure or cause loss to the Company, or use that confidential information to gain an advantage for yourself.

6. Trading restrictions imposed by this Policy

1. Additional restrictions
   Additional restrictions (described below) on trading in Company Securities apply to Restricted Persons (defined below).
2. Restricted Persons
   For the purposes of this Policy, "Restricted Persons" are:
3. 1. all Directors;
   2. the key management personnel of the Company, including the CEO;
   3. all other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, and;
   4. employees who have been notified that they are Restricted Persons for the purposes of this Policy.
4. Close family members and entities closely connected with Restricted Persons For this Policy:
5. 1. a "close family member" of a Restricted Person means a spouse or de facto, any minor children or children living with the Restricted Person (including children of the Restricted Person's spouse or de facto); and
   2. a "closely connected entity" of a Restricted Person means any family company or family trust that the Restricted Person or their close family members may control or have an interest in,

(collectively, Closely Connected Persons).

Each Restricted Person must:

1. ensure that any trading by their Closely Connected Persons are undertaken in accordance with this Policy; and
2. ensure that his or her Closely Connected Persons are aware of this Policy and the restrictions it contains.

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