SSH Notice – Vero Insurance New Zealand Limited

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Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Tower Limited
Relevant event being disclosed: A movement of 1% or more in a substantial holding
Date of relevant event: 24 February 2017
Date this disclosure made: 24 February 2017
Date last disclosure made: 22 February 2017
Substantial product holder(s) giving disclosure
Full name(s): Vero Insurance New Zealand Limited (a wholly-owned subsidiary of Suncorp
Group Limited) ("Vero")
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Tower Limited (NZX: TWR)
Summary for Vero
For this disclosure,—
(a) total number held in class: 22,416,709
(b) total in class: 168,662,150
(c) total percentage held in class: 13.291%
For last disclosure,—
(a) total number held in class: 18,782,107
(b) total in class: 168,662,150
(c) total percentage held in class: 11.136%
Details of transactions and events giving rise to relevant event
On 24 February 2017, Vero agreed to purchase 3,634,602 ordinary shares in Tower
Limited on-market from New Zealand Funds Superannuation Limited (as trustee of the
Private Dividend Yield Trust) ("Seller") at a sale price of $1.30 per Share (total
consideration of $4,724,982.60) ("Transaction"). Settlement of the Transaction is to
occur on 28 February 2017.
In connection with the Transaction, Vero has agreed to pay an "escalation payment" to the
Seller, in the following circumstances:

100080615/3821103.1
• If, in the 12 months after 24 February 2017, Vero sells shares acquired in the
Transaction from the Seller to a third party, Vero must pay the Seller (for each
share purchased from the Seller) the difference between the price paid per share to
the Seller and the greater price that Vero receives for the Seller's shares from the
third party.
• If, in the 12 months after 24 February 2017, Vero purchases shares in Tower
Limited from a person that is not involved in the Transaction, and the price paid per
share to that person is greater than the price paid per share to the Seller, then
Vero must pay (for each share purchased from the Seller) the difference between
the price per share paid to the Seller and the greater price paid per share to the
other person.
Details after relevant event
Details for Vero
Nature of relevant interest(s): Power to acquire 3,634,602 ordinary shares. There is no
relevant agreement to be attached
For that relevant interest,—
(a) number held in class: 3,634,602
(b) percentage held in class: 2.155%
(c) current registered holder(s): New Zealand Funds Superannuation Limited (as trustee
of the Private Dividend Yield Trust)
(d) registered holder(s) once transfers are registered: Vero
Additional information
Address of substantial product holder: Level 14, 48 Shortland Street, Auckland, 1010, New
Zealand
Contact details: Vero Insurance New Zealand Limited
Attn: Pamela Bonney
Level 14, 48 Shortland Street, Auckland
Email: pamela_bonney@vero.co.nz

Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: Not applicable.

Certification
I, Tim Buckett, 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.