SSH – 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: Change in the nature of any relevant interest in the
substantial holding
Date of relevant event: 1 March 2017
Date this disclosure made: 1 March 2017
Date last disclosure made: 1 March 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: 22,416,709
(b) total in class: 168,662,150
(c) total percentage held in class: 13.291%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
On 22 February 2017, Vero agreed to purchase 18,782,107 ordinary shares in Tower
Limited on-market from various holders at a sale price of $1.30 per share (total
consideration of $24,416,739.10) ("Transaction"). Settlement in respect of 1,472,628
ordinary shares in Tower involved in the Transaction was completed on 1 March 2017.
Settlement has now occurred in respect of all of the ordinary shares in Tower Limited

100080615/3821103.1
acquired by Vero in the Transaction (as well as those acquired on-market on 24 February
2017).
In connection with the Transaction, Vero has agreed to pay an "escalation payment" to
each of the sellers from which it has acquired shares, in the following circumstances:
• If, in the 12 months after 22 February 2017, Vero sells shares acquired in the
Transaction from a particular seller to a third party, Vero must pay that seller (for
each share purchased from that seller) the difference between the price paid per
share to the seller and the greater price that Vero receives for that seller's shares
from the third party.
• If, in the 12 months after 22 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 a particular seller,
then Vero must pay (for each share purchased from that seller) the difference
between the price per share paid to that seller and the greater price paid per share
to the other person.
Details after relevant event
Details for Vero
Nature of relevant interest(s): Registered holder and beneficial owner of ordinary shares.
There is no relevant agreement to be attached
For that relevant interest,—
(a) number held in class: 1,472,628
(b) percentage held in class: 0.873%
(c) current registered holder(s): Vero
(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: None.
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.