Tower Limited Notice of Annual Meeting and Proxy Form

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 2017.
(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 2017.
(See Explanatory Note re items 1 and 2)
3. Appointment and remuneration of auditor
By ordinary resolution:
Resolution 1:
To record the reappointment of
PricewaterhouseCoopers as auditor of Tower
and to authorise the Directors to fix the auditor’s
remuneration for the coming year.
(See Explanatory Note re item 3)
4. Retirement, re-election and election
of Directors
David Hancock retires as director and does not seek
re-election.
Steve Smith retires by rotation, and being eligible,
offers himself for re-election.
The Directors put forward Wendy Thorpe for election
on the basis described in the explanatory notes.
(See Explanatory Note re Item 4)
Accordingly, each by separate ordinary resolution:
Resolution 2:
To re-elect Steve Smith as a director.
Resolution 3:
To elect Wendy Thorpe 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.
Michael Stiassny
Chairman
13 February 2018
Tower Limited
Dear Shareholder
On behalf of the Tower Board of Directors I am pleased to invite you to our 2018 Annual Shareholder Meeting.
We encourage shareholders to take this opportunity to learn more about the business you have a stake in.
At this meeting, we will update you on the business’ progress over the last financial year, but more importantly
we will share our vision and plans to accelerate Tower’s transformation into a digital challenger brand.
If you are unable to attend in person, you are welcome to listen to the Annual Meeting webcast online
at www.tower.co.nz/investor-centre.
Where Guineas Room 3, Ellerslie Event Centre, Ellerslie Racecourse, 80 Ascot Avenue, Auckland, New Zealand
When Thursday 1 March 2018 at 2.00pm (New Zealand time).
Agenda
Notice of
Annual Meeting

How do I appoint a Proxy?
A Proxy Form is included with this Notice of Annual
Meeting. A shareholder entitled to vote at the Annual
Meeting but who is unable to attend may appoint
a Proxy to attend the meeting, to act generally and
vote on their behalf. A Proxy does not need to be a
Tower shareholder. You may appoint the Chair of the
Meeting as your Proxy. The Chair intends to vote any
discretionary proxies in favour of the resolutions.
To be valid, a completed Proxy Form (and any power
of attorney under which it is signed) must be deposited
with Tower no later than 2:00pm (New Zealand time)
on Tuesday 27 February 2018.
Where do I send the Proxy Form?
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 in New Zealand, or
+ 61 3 9473 2555 in Australia.
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 2.00pm (New Zealand time) on Tuesday
27 February 2018. Please see your proxy form for
further details.
How do I know if I’m eligible to vote?
If you’re a shareholder whose name is recorded in
the Tower share register at the close of business on
Tuesday 27 February 2018, you are entitled to attend
the Annual Meeting and vote either in person or
by Proxy (subject to the time limits for returning
Proxy Forms).
Resolutions
All of the resolutions are ordinary resolutions. 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. Motions
from the floor will not be allowed unless they are
consistent with the meeting agenda.
Can I attend the meeting online?
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.
You will not be able to log in and ask questions via an
online portal during the meeting. If you wish to ask
questions, we encourage you to attend the meeting or
appoint a Proxy to attend for you.

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 2017. Events occurring after 30 September
2017 will also be discussed.
Shareholders can access a copy of the annual report
for the year ended 30 September 2017 on Tower’s
website, www.tower.co.nz.
Features of the financial year ended 30 September 2017:
• Reported full year loss after tax of $8 million
impacted by Canterbury provisions, Kaikoura
earthquake and corporate transaction activity
• Business initiatives driving improvements in core
metrics demonstrating transformation is advancing
well, providing confidence in strategy and future
performance targets
• Further progress on Canterbury Earthquake claims
with the number of open claims reducing by 241,
down from 564 to 323
• The Tower Board determined that an additional
$70.8 million capital was required to enable
investment in the business and manage inherent
balance sheet risks
• Capital was raised via pro-rata renounceable
entitlement offer at a ratio of 1 New share for every
1 Existing share held. Issue price of NZ$0.42 cents.
• Tower’s Board remains strongly committed to
paying dividends and to the efficient management of
capital. It will review the dividend policy and look to
recommence dividends in FY18.
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
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, re-election and 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.
David Hancock has chosen to retire from the Board
of Tower to focus on his business pursuits in Australia.
David has contributed much to Tower’s Board during
his tenure, including during his 25 months as Tower
CEO. The Board wishes David all the best with his future
endeavours.
In addition to David Hancock, one further director is
required to retire at this meeting. Steve Smith and
Warren Lee are the directors longest in office since their
last election. Steve Smith, being eligible, retires and
offers himself for re-election.
Tower’s Board has undertaken a rigorous recruitment
process over the last 12 months. The Board is
pleased to announce that Tower is in the final stages
of appointing Wendy Thorpe as a Director. The
Board intends to have completed Wendy’s fit and
proper process, obtained Reserve Bank approval of
Wendy’s appointment, and completed the required
documentation to appoint Wendy as a director prior to
the meeting. The Board therefore recommends that the
shareholders elect Wendy Thorpe as a director.
The Board expects that the fit and proper process
will be completed by 1 March 2018. However, if it has
not been, Resolution 3 will still be voted on at the
meeting, and if it is passed the Board intends Wendy
Thorpe’s appointment as a Director to become effective
promptly once the fit and proper process and Reserve
Bank approval has been completed.
Background details of the Directors offering themselves
for re-election, or election, at this Annual Meeting are
set out below.

Directions to Ellerslie Event
Centre and parking details
Steve Smith
BCom, CA, Dip Bus (Finance), CFInstD
Non-Executive Director
Independent
Appointed Director: 24 May 2012
Steve has been a professional
Director since 2004. He has over
35 years’ business experience,
including being a specialist corporate finance partner
at a leading New Zealand accountancy firm. He has
a Bachelor of Commerce and Diploma in Business
from the University of Auckland, is a member of
Chartered Accountants Australia and New Zealand
and a Chartered Fellow of the Institute of Directors
in New Zealand (Inc.). Steve is Chairman of Pascaro
Investments Ltd, and a Director of Fulton Hogan Ltd,
Rimu S.A. (Chile), and the National Foundation for the
Deaf Inc.
Steve resides in Auckland, New Zealand.
Tower’s Board unanimously recommends that
shareholders vote in favour of Mr Smith’s re-election
(Resolution 2).
Wendy Thorpe
BA (French), BBus (Accounting), Grad Dip
Applied Fin & Inv, Harvard AMP, FFin, GAICD
Non-Executive Director
Independent
Wendy is an experienced financial
services leader and for the past
15 years her executive career has
focused on leading technology and operations in
insurance and wealth management. Her most recent
executive role was as Group Executive, Operations
for AMP Ltd, and she was previously Chief Operations
Officer and Chief Information Officer for AXA Asia Pacific
Holdings Ltd. Wendy is also a Director of AMP Bank
Limited, Chair of Online Education Services Pty Ltd,
and a Director of Very Special Kids, an Australian Not
for Profit. Wendy has a Bachelor of Arts from LaTrobe
University, a Bachelor of Business from Swinburne
University and a Graduate Diploma in Applied Finance
and Investment from the Securities Institute of Australia.
She completed the Advanced Management Program
at Harvard Business School, is a Fellow of the Financial
Services Institute of Australasia and a Graduate
member of the Australian Institute of Company Directors.
Wendy resides in Melbourne, Australia.
Tower’s Board unanimously recommends that
shareholders vote in favour of Ms Thorpe’s 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.
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 the Tower Limited Annual Meeting of Shareholders to be held at Guineas Room 3, Ellerslie Event Centre, Ellerslie
Racecourse, 80 Ascot Avenue, Auckland, New Zealand, on Thursday 1 March 2018 at 2.00pm New Zealand time.
For your vote to be effective it must be received by 2:00pm (New Zealand time) Tuesday 27 February 2018
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
What is this form?
This Proxy Form allows you to appoint someone
to vote in your place at Tower’s Annual
Shareholder Meeting if you are unable to attend.
Can I still attend the
meeting in person?
Yes, you can attend the meeting in person.
Bringing this form with you will assist us with
registering you to vote on the day.
How do I appoint a Proxy?
If you wish to appoint a Proxy to attend the
meeting in your place, simply fill out the form on
the next page.
Who can I appoint?
The person you appoint as your Proxy does
not have to hold shares in Tower. You can also
appoint the Chairman of the meeting, or any
other Tower Director, if you wish. If, in appointing
a proxy, you have not named a person to be
your Proxy, or your named Proxy does not
attend the Meeting, the Chairman will be your
Proxy.
How will my Proxy vote?
Your Proxy will vote whichever way you direct.
Just tick next to each resolution on the next
page whether you are ‘For’ or ‘Against’ the
resolution. You can also allow the Proxy to
decide how to vote by ticking the ‘Proxy
Discretion’ box, or you can choose to ‘Abstain’.
If you don’t tick anything, your Proxy can vote
however they wish.
If you tick more than one box next to each
resolution, your vote will be invalid on that
particular resolution.
If your Proxy is the Chairman of the Meeting
or any other Tower Director, and you tick the
‘Proxy Discretion’ box or do not include an
express direction, they will vote in favour of all
resolutions.
I am a representative of a corporate
shareholder – do I need to provide
any other documentation?
Yes – in addition to the completed Proxy
form, you will need to provide the appropriate
“Certificate of Appointment of Corporate
Representative” before you will be admitted
to the meeting.
Will you allow motions from
the floor at the meeting?
Motions from the floor will not be allowed
unless they are consistent with the meeting’s
agenda, however you can ask questions at
the meeting.
Can I attend the meeting virtually?
You will be able listen to the Annual Shareholder
Meeting by webcast (see the Notice of Meeting
for details), however you will not be able to log
in and ask questions via an online portal during
the meeting. If you wish to ask questions, we
encourage you to attend the meeting or appoint
a Proxy to attend for you.
Signing Instructions
Individual
Where the holding is in one name,
the securityholder must sign the form.
Joint Holding
Where the holding is in more than one name,
all of the securityholders should sign the form.
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 Tower)
and a signed certificate of non-revocation of the
power of attorney must be provided with this
Proxy Form.
Companies
The Proxy Form should be signed by a Director
or an authorised officer. Please sign in the
appropriate place and indicate which office
you hold.
Where do I send this form?
You can lodge your Proxy Form by post, fax or
email at the details listed under the heading
‘Lodge Your Vote’ at the top of this form.
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 this Proxy Form and following the
prompts.
Online and Smartphone proxy appointments
must be received by 2.00pm (New Zealand
time) on Tuesday 27 February 2018.

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 1 March 2018 at 2.00pm 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 and election of Directors (by separate ordinary resolution)
2To re-elect Steve Smith as a director
(See Explanatory Note re item 4/Resolution 2)
3To elect Wendy Thorpe as a director
(See Explanatory Note re item 4/Resolution 3)
of
of
FORAGAINST
PROXY
DISCRETION
ABSTAIN
Annual Meeting of Tower Limited to be held at
Guineas Room 3, Ellerslie Event Centre, Ellerslie
Racecourse, 80 Ascot Avenue, Remuera, Auckland,
New Zealand on Thursday 1 March 2018 at 2.00pm.
Attendance slip
1
2
3
I/We being a member/s of Tower Limited
or failing him/her
appoint