Tower Limited Notice of Annual Meeting and Proxy Form

Tower Limited 45 Queen Street, PO Box 90347, Auckland 1142, New Zealand
Dear Shareholder
Tower Annual Shareholder Meeting – Thursday 30 March 2017
Please find enclosed a Notice of Meeting and Proxy Form for Tower’s Annual Shareholder Meeting,
to be held at 10.00am on Thursday 30 March 2017.
The Annual Shareholder Meeting is required to be held under the New Zealand Companies Act.
At this meeting, the Company’s performance for the year ending 30 September 2016 will be
presented and shareholders will be able to:
• Vote on the re-election of directors and the re-appointment and remuneration of auditors
• Ask questions about Tower’s performance
Please read the Notice of Meeting carefully and – if required – fill in and return the Proxy Form as
directed.
Tower subject to competing takeover offers
As many shareholders will be aware, Tower Limited is currently the subject of two competing
takeover offers.
On 9 February 2017, Tower announced it had entered into a Scheme Implementation Agreement
with Fairfax Financial Holdings Limited (the “Fairfax proposal”). Under this agreement, Fairfax will
acquire 100% of Tower shares at $1.17 per share.
On 22 February 2017, Tower received a non-binding indicative offer from Suncorp Group Limited (via
its wholly-owned subsidiary, Vero Insurance New Zealand Limited) to acquire 100% of Tower shares
at an indicative cash price of $1.30 per share.
The Tower Board of Directors is currently reviewing all options and will provide additional
information to shareholders in due course. A Special Meeting will then be called to enable
shareholders to vote on the recommended proposal.
Tower Special Meeting – date to be announced
As noted, a Special Meeting is required to enable shareholders to vote on the recommended
proposal. The date of that meeting is yet to be determined but is likely to be in late April 2017.
At this meeting, shareholders will be able to:
• Ask questions about the recommended proposal
• Vote on the recommended proposal
Prior to this meeting, Tower will distribute detailed information about the recommended proposal,
including the Independent Adviser’s Report commissioned by the Tower Board of Directors.
For the recommended transaction to proceed, it must be supported by at least 75% of votes cast,
representing more than 50% of the total voting rights of the company.

Signing up to receive electronic communications
Given the short timeframe and the potential for postal delivery delays, Tower is encouraging all
shareholders to register to receive Special Meeting and subsequent information electronically.
Simply log in to www.investorcentre.com/nz. Select ‘My profile’ and click on the ‘update’
button on the communication preferences tile. You will need your CSN or Holder Number
and FIN to access the Investor Centre and register your account. Alternatively you can email
tower@computershare.co.nz requesting to receive information electronically. If you have any
questions regarding the electronic registration process, please contact Computershare at
0800 222 065.
The board and management of Tower thank you for your continued support.

Michael Stiassny
Chair, Tower Limited

Tower Limited 45 Queen Street, PO Box 90347, Auckland 1142, New Zealand tower.co.nz
1. Chairman’s review
Introduction and review by the Chairman in relation
to the financial year ended 30 September 2016.
(See Explanatory Note re items 1 and 2)
2. Chief Executive Officer’s review
Review by the Chief Executive Officer in relation
to the financial year ended 30 September 2016.
(See Explanatory Note re items 1 and 2)
3. Appointment and remuneration of auditor
Resolution 1:
To record the reappointment of
PricewaterhouseCoopers as auditor of Tower
Limited and to authorise the Directors to fix the
auditor’s remuneration.
(See Explanatory Note re item 3)
4. Retirement and re-election of Directors
Michael Stiassny and Graham Stuart retire by
rotation, and being eligible, offer themselves for re-
election.
Accordingly, each by separate ordinary resolution:
Resolution 2:
To re-elect Michael Stiassny as a director; and
Resolution 3:
To re-elect Graham Stuart as a director.
(See Explanatory Note re item 4 for biographical
details)
5. General business
To consider any other business that may be properly
brought before the Annual Meeting.
(See Explanatory Note re item 5)
Refreshments will be served following the Annual
Meeting.
David Callanan
Company Secretary
10 March 2017
Tower Limited
Notice is hereby given that the
Annual Meeting of Shareholders
of Tower Limited (Tower or
the Company) will be held at:
Where Guineas Room 3, Ellerslie Event Centre, Ellerslie Racecourse, 80 Ascot Avenue, Auckland, New Zealand
When Thursday 30 March 2017 at 10.00am (New Zealand time).
Agenda
Notice of
Annual Meeting

Proxies
A Proxy Form is included with this Notice of Annual
Meeting. A shareholder entitled to vote at the Annual
Meeting but who cannot attend may appoint a
Proxy to attend the Annual Meeting and vote on his
or her behalf. A Proxy need not be a Tower Limited
shareholder.
To be valid, a completed Proxy Form (and any power
of attorney under which it is signed) must be deposited
with Tower Limited no later than 10:00am (New
Zealand time) on Tuesday 28 March 2017.
A completed Proxy Form may be deposited by posting
in:
New Zealand to Tower’s Share Registry,
Computershare Investor Services Limited, Private Bag
92119, Auckland 1142, New Zealand, or
Australia to Tower’s Share Registry, Computershare
Investor Services Pty Limited, GPO Box 3329,
Melbourne, VIC 3001, Australia.
A Proxy Form may also be deposited by faxing it to
+64 9 488 8787.
Alternatively you can appoint a proxy online by going to
www.investorvote.co.nz, or if you have a Smartphone,
by scanning the QR code on the first page of the proxy
form and following the prompts.
Online and Smartphone proxy appointments must be
received by 10.00am (New Zealand time) on Tuesday
28 March 2017. Please see your proxy form for further
details.
Eligibility to vote
Any shareholder whose name is recorded in the Tower
Limited share register at the close of business on
Tuesday 28 March 2017 is entitled to attend the Annual
Meeting and vote either in person or by Proxy (subject
to the time limits for returning Proxy Forms).
Ordinary resolutions of shareholders
An ordinary resolution is a resolution approved by a
majority of 50% or more of votes of those shareholders
entitled to vote and voting on the resolution.
Webcast
An audio webcast of the Annual Meeting will be played
live on the Tower website: www.tower.co.nz. It will
also be available on the Tower website for replay on
demand shortly after the Annual Meeting.

Explanatory Notes
These notes form part of the Notice of Annual Meeting
Explanatory Note re items 1 and 2:
Reviews by Chairman and Chief Executive Officer
The Chairman and Chief Executive Officer will each give
a presentation in respect of the financial year ended 30
September 2016. Events occurring after 30 September
2016 will also be discussed.
Shareholders can access a copy of the annual report
for the year ended 30 September 2016 on Tower’s
website, www.tower.co.nz
Highlights for the financial year ended 30 September
2016:
• Reported full year loss of $21.5 million impacted by IT
impairments and further Canterbury provisions
• $14.1 million impact from impairment of technology
assets announced in the first half following review
of IT infrastructure
• $25.3 million impact from additional Canterbury
provisions reflecting ongoing complexity of the
situation
• Underlying profit after tax of $20.1 million, improved
second half performance with underlying profit
growing from $7.6 million in H1 16 to $12.6 million in
H2 16
• Business initiatives driving improvements in core
metrics providing confidence in strategy and future
performance targets:
• Reduction in management expenses allowing
investment in the future
• Return to positive policy growth in the core New
Zealand book
• 2.6% improvement in Tower Direct retention rates
over the year
• Supply chain initiatives curtailing claims cost
growth in the second half
• Invested in new products and digital capability
• Full year dividend placed on hold to retain capital
Explanatory Note re item 3:
Appointment and remuneration of auditor
(Resolution 1)
Section 207T of the Companies Act 1993 provides
that a company’s auditor is automatically re-appointed
unless there is a resolution or other reason for the
auditor not to be re-appointed. The Company wishes
PricewaterhouseCoopers to continue as the Company’s
auditor, and PricewaterhouseCoopers has indicated its
willingness to do so.
Section 207S of the Companies Act 1993 provides that
the fees and expenses of the auditor are to be fixed
in such a manner as the Company determines at the
Annual Meeting. The Board proposes that, consistent
with past practice, the auditor’s fees be fixed by the
Directors.
Tower’s Board unanimously recommends that
shareholders vote in favour of Resolution 1.
Explanatory Note re item 4:
Retirement and re-election of directors
(Resolutions 2 and 3)
The NZX Main Board/Debt Market Listing Rules require
that at least one third of the directors or, if their number
is not a multiple of three, then the number nearest to
one third, shall retire from office at the annual meeting
each year, but shall be eligible for re-election at that
meeting. The directors to retire are those who have
been longest in office since their last election.
Two directors are required to retire at this meeting.
Michael Stiassny and Graham Stuart are the directors
longest in office since their last election. Michael
Stiassny and Graham Stuart, being eligible, offer
themselves for re-election.
Background details of the Directors offering themselves
for re-election, at this Annual Meeting are set out below.
Michael Stiassny
LLB, BCom, FCA, CFInstD
Chairman
Non-Executive Director
Independent
Appointed Director: 12 October 2012
Michael is a Fellow of
Chartered Accountants
Australia and New Zealand
and senior partner of
KordaMentha, based in Auckland, which specialises
in financial consulting work. He has both a Commerce
and Law degree from the University of Auckland. He is
currently Chairman of Vector Limited, Chairman of Ngati
Whatua Orakei Whai Rawa Limited, and is a director of
a number of other companies. Michael is President and
a Chartered Fellow of the Institute of Directors in New
Zealand (Inc).
Michael resides in Auckland, New Zealand.
Tower’s Board unanimously recommends that
shareholders vote in favour of Mr Stiassny’s re-election
(Resolution 2).

Directions to Ellerslie Event Centre
and parking details
Graham Stuart
BCom (Hons), MS, FCA
Non-Executive Director
Independent
Appointed Director: 24 May 2012
With over 30 years of senior
management experience,
Graham has held senior
leadership roles with several
major corporates, in New Zealand and overseas, the
latest being the Sealord Group of which he was Chief
Executive Officer for 7 years. Prior to that he held a
number of diverse leadership roles including CEO of
Mainland Products, Managing Director of Lion Nathan
International, and Chief Financial Officer and Director of
Strategy for the Fonterra Co-operative Group. Graham
has a Bachelor of Commerce (First Class Hons) from
the University of Otago, a Master of Science from
Massachusetts Institute of Technology and is a Fellow
of Chartered Accountants Australia and New Zealand.
Graham has served on a number of Government bodies
including the Food & Beverage Taskforce and the Maori
Economic Development Panel.
Graham resides in Auckland, New Zealand.
Tower’s Board unanimously recommends that
shareholders vote in favour of of Mr Stuart’s re-election
(Resolution 3).
Explanatory Note re item 5:
General business
There will be an opportunity to raise any other business
that may be properly brought before the Annual
Meeting which has not otherwise been addressed.
As many shareholders will be aware, Tower is currently
the subject of two competing takeover offers. On 9
February 2017, Tower announced it had entered into
a Scheme Implementation Agreement with Fairfax
Financial Holdings Limited (the “Fairfax proposal”).
Under this agreement, Fairfax will acquire 100% of
Tower shares at $1.17 per share.
On 22 February 2017, Tower received a non-binding
indicative offer from Suncorp Group Limited (via
its wholly-owned subsidiary, Vero Insurance New
Zealand Limited) to acquire 100% of Tower shares at an
indicative cash price of $1.30 per share.
The Tower Board of Directors is currently reviewing
all options and will provide additional information to
shareholders in due course. A Special Meeting will
then be called to enable shareholders to vote on the
recommended proposal.
We encourage shareholders to sign up to receive this
information electronically.
Ellerslie
event centre
Parking
available
Southern motorway
South >
< City
Greenlane
exit

Lodge your vote
By Mail
TOWER Share Registry
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
New Zealand
TOWER Share Registry
Computershare Investor Services Pty Limited
GPO Box 3329
Melbourne VIC 3001
Australia
By Fax
+64 9 488 8787 (New Zealand)
+61 3 9473 2500 (Australia)
For all enquiries contact
Freephone within New Zealand: 0800 222 065
Telephone within New Zealand: +64 9 488 8777
Freephone within Australia: 1800 501 366
Telephone within Australia: +61 3 9415 4083
corporateactions@computershare.co.nz
or
For your vote to be effective it must be received by 10:00 am (New Zealand time) Monday 9 February 2015
Proxy/Voting Form
How to Vote on Items of Business / Resolutions
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business / resolution overleaf. If you do not mark a box your proxy may vote
as they choose. If you mark more than one box on a resolution your vote will be
invalid on that resolution.
Appointing the Chairman or a Director as your proxy
If you appoint the Chairman or any Director as your proxy and either tick the
‘Proxy Discretion’ box or do not mark a box, you acknowledge that they may
exercise your proxy even if they have an interest in the outcome of that resolution
(subject to the NZSX and ASX Listing Rules). The Chairman and Directors intend
to vote all discretionary proxies in favour of resolutions 1, 2 and 3.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you will need to provide the
appropriate “Certificate of Appointment of Corporate Representative” prior to
admission.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders
should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form must be signed by a Director jointly with either another Director or
an authorised officer, or a Sole Director can also sign alone. Please sign in the
appropriate place and indicate the office held.
Comments & Questions
If you have any comments or questions for the Company, please write them on
a separate sheet of paper and return with this form.
Turn over to complete the form to vote
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and Postcode or country of residence (if outside New Zealand)
to securely access Investorvote and then follow the prompts to appoint and exercise your vote online.
www.investorvote.co.nz
Vote online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
Lodge your vote
By mail in New Zealand:
Tower Share Registry
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
Or mail in Australia:
Tower Share Registry
Computershare Investor Services Pty Limited
GPO Box 3329, Melbourne, VIC 3001, Australia
By Fax in New Zealand: +64 9 488 8787
By Fax in Australia: +61 3 9473 2555
For all enquiries contact
Freephone within New Zealand: 0800 222 065
Telephone within New Zealand: +64 9 488 8777
Freephone within Australia: 1800 501 366
Telephone within Australia: +61 3 9415 4083
corporateactions@computershare.co.nz
Please turn over to complete the form to vote
Proxy/Voting form
Vote online: www.investorvote.co.nz available 24 hours a day, 7 days a week
Control number:CSN/Securityholder Number:
For your vote to be effective it must be received by 10:00 am (New Zealand time) Tuesday 28 March 2017
Smartphone?
Scan the QR code
Please note: You will need your CSN/Securityholder Number and Postcode or country of residence (if outside New Zealand)
to securely access Investorvote and then follow the prompts to appoint and exercise your vote online.
Your secure access information
How to Vote on Items of
Business/Resolutions
All your securities will be voted in
accordance with your directions.
Appointment of Proxy
Voting of your holding
Direct your proxy how to vote by making
the appropriate election, either online or
on this Proxy Form, in respect of each item
of business / resolution overleaf. If you
do not make an election in respect of a
resolution, your proxy may vote as he/she
sees fit. If you make more than one election
in respect of a resolution your vote will be
invalid on that resolution.
Appointment of proxy
The Chairman of the Meeting or any
Director is willing to act as a proxy for any
securityholder who wishes to appoint him /
her. To appoint the Chairman of the Meeting
or any Director as your proxy write “The
Chairman of the Meeting”, or to appoint a
Director or another person as your proxy
write the full name of that Director or the full
name of such other person (as applicable)
in the space allocated on the reverse of
this form. If you do not appoint a proxy your
Proxy Form will be invalid. Your proxy need
not also be a securityholder. The Chairman
and Directors intend to vote all discretionary
proxies in favour of all resolutions.
Attending the Meeting
Bring this form to assist registration. If a
representative of a corporate securityholder
or proxy is to attend the meeting you
will need to provide the appropriate
“Certificate of Appointment of Corporate
Representative” prior to admission.
Signing Instructions for Proxy Forms
Individual
Where the holding is in one name, the
securityholder must sign.
Joint Holding
Where the holding is in more than one
name, all of the securityholders should sign.
Power of Attorney
If this Proxy Form has been signed under
a power of attorney, a copy of the power
of attorney (unless already deposited with
the Company) and a signed certificate of
non-revocation of the power of attorney
must be produced to the Company with
this Proxy Form.
Companies
This form should be signed by a Director
or an authorised officer. Please sign in the
appropriate place and indicate the office
held.
Comments and questions
If you have any comments or questions
for the Company, please write them on a
separate sheet of paper and return with this
form.

Proxy/Corporate
Representative form
Step one appoint a Proxy to vote on your behalf
Step two Items of Business/Resolutions - Voting Instructions/Ballot Paper (if a Poll is called)
Sign Signature of Securityholder(s)
This section must be completed
Securityholder 1
(or Director/Authorised Officer)
Contact name
Securityholder 2
(if second joint shareholder)
Telephone (day)
Securityholder 3
(if third joint shareholder)
Date
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following
directions (or if no directions have been given, the proxy will vote as he/she sees fit) at the Annual Meeting
of shareholders of Tower Limited to be held at Guineas Room 3, Ellerslie Event Centre, Ellerslie Racecourse,
80 Ascot Avenue, Remuera, Auckland, New Zealand on Thursday 30 March 2017 at 10.00am and at any
adjournment of that meeting. If you wish, you may appoint as your proxy ‘The Chairman of the Meeting’.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
Resolutions
1 Appointment and remuneration of the Auditor:
To record the reappointment of PricewaterhouseCoopers as auditor of Tower Limited
and to authorise the Directors to fix the auditor’s remuneration.
(See Explanatory Note re item 3/Resolution 1)
Re-election of Directors (by separate resolution)
2To re-elect Michael Stiassny as a director
3To re-elect Graham Stuart as a director
of
of
FORAGAINSTPROXY
DISCRETION
ABSTAIN
Annual Meeting of Tower Limited to be held at the
Guineas Room 3, Ellerslie Event Centre, Ellerslie
Racecourse, 80 Ascot Avenue, Remuera, Auckland,
New Zealand on Thursday 30 March 2017 at 10.00am.
Attendance slip
1
2
3
I/We being a member/s of Tower Limited
or failing him/her
appoint