SSH Notice – Fairfax Financial Holdings Limited

Substantial Holder Notice9 February 2017TWRFinancials

1
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Tower Limited
Date this disclosure made: 9 February 2017
Date on which substantial holding began: 9 February 2017
Substantial product holder(s) giving disclosure
Full name(s): Fairfax Financial Holdings Limited (Fairfax)
Summary of substantial holding
Class of quoted voting products: Tower Limited (Tower) ordinary shares
Summary for Fairfax:
For this disclosure,—
(a)total number held in class: 30,569,302
(b)total in class: 168,662,150
(c)total percentage held in class: 18.125%
Details of relevant interests
Details for Fairfax:
Nature of relevant interest(s): power to enforce the exercise of voting rights attached to
ordinary shares. The relevant agreement document is attached (Document A, 4 pages).
For that relevant interest,—
(a)number held in class: 16,965,182
(b)percentage held in class: 10.059%
(c)current registered holder(s): Salt Funds Management Limited
(d)registered holder(s) once transfers are registered: Fairfax Financial Holdings Limited

2
Details for Fairfax:
Nature of relevant interest(s): power to enforce the exercise of voting rights attached to
ordinary shares. The relevant agreement document is attached (Document B, 4 pages).
For that relevant interest,—
(a)number held in class: 13,604,120
(b)percentage held in class: 8.066%
(c)current registered holder(s): Accident Compensation Corporation
(d)registered holder(s) once transfers are registered: Fairfax Financial Holdings Limited
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
On 9 February 2017, Fairfax entered into voting support deeds with:
(a)Salt Funds Management Limited (Salt) in relation to 16,965,182 ordinary shares in
Tower; and
(b)Accident Compensation Corporation (ACC) in relation to 13,604,120 ordinary
shares in Tower,
regarding the proposed acquisition by Fairfax of 100% of the shares in Tower by way of a
scheme of arrangement for $1.17 per share (the Scheme). Under the voting support
deeds, Salt and ACC, respectively, have agreed to vote all the shares they each hold or
control in Tower as at 9 February 2017 in favour of any resolution put to the shareholders
of Tower to approve the Scheme.
Additional information
Address(es) of substantial product holder(s): 95 Wellington Street West, Suite 800,
Toronto, Ontario M5J 2N7, Canada
Contact details: Christos Gazeas, Senior Legal Counsel, Fairfax Financial Holdings Limited,
Phone: +001 416 367 4941, Email: cgazeas@fairfax.ca
Certification
I, Christos Gazeas, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

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03/02/2017
TOWER SCHEME – VOTING AGREEMENT
STRICTLY CONFIDENTIAL (SUBJECT TO CLAUSE 3)
DEED DATED [9 FEBRUARY]2017
PARTIES
1.Fairfax Financial Holdings Limited (the Bidder)
2.Accident Compensation Corporation (the Shareholder)
BACKGROUND
A.The Shareholder is the holder or controller of ordinary shares in Tower Limited (the
Target) that are subject to a proposed scheme of arrangement by which the Bidder
would acquire all of the ordinary shares in the Target.
B.This deed sets out the terms and conditions on which the Shareholder has agreed to
vote in favour of the proposed scheme of arrangement.
THIS DEED RECORDS THAT:
1.DEFINITIONS AND INTERPRETATION
Definitions: In this deed, unless the context indicates otherwise:
Companies Act means the Companies Act 1993 (NZ);
Court means the High Court of New Zealand;
NZX means NZX Limited and, where the context requires, the main board financial
market that it operates;
Scheme means a scheme of arrangement under Part 15 of the Companies Act by
which the Bidder would acquire all of the Target Shares for cash consideration of
NZD$1.17 per Target Share;
Scheme Implementation Agreement means an agreement between the Bidder and
the Target dated on or about the date of this deed relating to implementation of the
Scheme;
Scheme Meeting means any meeting of Target Shareholders for the purposes of
section 236A(2)(a) of the Companies Act ordered by the Court to be convened under
section 236(2)(b) of the Companies Act (and includes any adjourned meeting);
Specified Shares means those Target Shares held or controlled by the Shareholder
as at the date of this deed, being 13,604,120 Target Shares which represent 8.066%
of the Target Shares;
Target Share means a fully paid ordinary share in the Target; and

Draft 03/02/2017
Target Shareholder means each person who is registered as the holder of a Target
Share from time to time.
2.VOTING THE SPECIFIED SHARES
2.1Number of Target Shares: The Shareholder acknowledges that it holds or controls
the Specified Shares and that the Specified Shares are subject to the Scheme.
2.2Specified Shares: The Shareholder:
(a)will vote, or will appoint the chairman of the Target as its proxy and direct
the chairman to vote, the Specified Shares in favour of any resolution to be
put to the Target Shareholders at the Scheme Meeting to approve or
otherwise facilitate the Scheme (or any resolution put to a subsequent
meeting of Target Shareholders to approve or otherwise facilitate an
alternative increased proposal from the Bidder); and
(b)will not:
(i)dispose of, or agree to dispose of, or encumber any of the
Specified Shares (or any interest in them);
(ii)enter into any discussions or negotiations relating to the possible
disposal of the Specified Shares; or
(iii)except as required by (a) above, fetter its right to vote the
Specified Shares.
3.CONFIDENTIALITY
The Shareholder will keep this deed and its terms confidential until:
(a)the Bidder lodges a substantial product holder notice with the NZX in
relation to the Specified Shares; or
(b)the Bidder or the Target otherwise announces the existence of this deed
and its terms to the NZX and/or in the Scheme materials,
whichever is earlier.
4.WARRANTIES
4.1Power to Enter Into Deed: Each party warrants and represents to the other that it
has the legal right, authority and full power to enter into this deed and to perform its
obligations under it and has taken all necessary corporate and other action to
authorise this deed's execution, delivery and performance.
4.2Binding Obligation: Each party warrants and represents to the other that this deed
constitutes valid and binding obligations enforceable against that party in accordance
with its terms.

Draft 03/02/2017
5.GENERAL
5.1Costs: Each party will bear its own costs and expenses in connection with the
negotiation, preparation and implementation of this deed.
5.2Entire Agreement:
(a)This deed records the entire agreement and understanding between the
parties relating to the matters dealt with in this deed. This deed supersedes
all previous agreements or understandings (whether written, oral or both)
between the parties relating to such matters.
(b)The parties acknowledge that:
(i)this deed has been concluded on commercial, arms' length terms;
(ii)other than as set out in this deed, there are no ongoing covenants
between the parties; and
(iii)the legal relationship between the parties will cease on the
implementation of the Scheme.
5.3Termination:
(a)Notwithstanding clause 2, this deed will automatically terminate if the
Scheme Implementation Agreement terminates.
(b)Termination of this deed will be without prejudice to either party's rights and
remedies in respect of any breach by the other party occurring before such
termination.
5.4Counterparts: This deed may be signed in any number of counterpart copies which,
read together, will constitute one and the same document. Any party may enter into
this deed by signing any such counterpart.
5.5Amendments: No amendment to this deed will be effective unless it is in writing and
signed by all parties.
5.6Governing Law and Jurisdiction: This deed is governed by the laws of New
Zealand. The parties submit to the exclusive jurisdiction of the New Zealand courts
in respect of all matters relating to this deed.

Draft 03/02/2017
EXECUTED AND DELIVERED AS A DEED
SIGNED on behalf of Fairfax Financial
Holdings Limited by:
[signature]
Signature of director/authorised signatory
[Paul Rivett]
Name of director/authorised signatory
In the presence of:
[signature]
Christos Gazeas
SIGNED on behalf of Accident
Compensation Corporation by:
[signature]
Signature of authorised person
[Mark Dosser]
Name of authorised person
[signature]
Signature of authorised person
[Phil Newport]
Name of authorised person
In the presence of:
[Paul Robertshawe, Fund Manager, Wellington]
[signature]

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03/02/2017
TOWER SCHEME – VOTING AGREEMENT
STRICTLY CONFIDENTIAL (SUBJECT TO CLAUSE 3)
DEED DATED [8 FEBRUARY]2017
PARTIES
1.Fairfax Financial Holdings Limited (the Bidder)
2.Salt Funds Management Limited (the Shareholder)
BACKGROUND
A.The Shareholder is the holder or controller of ordinary shares in Tower Limited (the
Target) that are subject to a proposed scheme of arrangement by which the Bidder
would acquire all of the ordinary shares in the Target.
B.This deed sets out the terms and conditions on which the Shareholder has agreed to
vote in favour of the proposed scheme of arrangement.
THIS DEED RECORDS THAT:
1.DEFINITIONS AND INTERPRETATION
Definitions: In this deed, unless the context indicates otherwise:
Companies Act means the Companies Act 1993 (NZ);
Court means the High Court of New Zealand;
NZX means NZX Limited and, where the context requires, the main board financial
market that it operates;
Scheme means a scheme of arrangement under Part 15 of the Companies Act by
which the Bidder would acquire all of the Target Shares for cash consideration of
NZD$1.17 per Target Share;
Scheme Implementation Agreement means an agreement between the Bidder and
the Target dated on or about the date of this deed relating to implementation of the
Scheme;
Scheme Meeting means any meeting of Target Shareholders for the purposes of
section 236A(2)(a) of the Companies Act ordered by the Court to be convened under
section 236(2)(b) of the Companies Act (and includes any adjourned meeting);
Specified Shares means those Target Shares held or controlled by the Shareholder
as at the date of this deed, being 16,965,182 Target Shares which represent
10.059% of the Target Shares;
Target Share means a fully paid ordinary share in the Target; and

Fairfax Financial to Acquire Tower Summary of key terms – Scheme Implementation Agreement

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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