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 2018.
(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 2018.
(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 Limited
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
Warren Lee and Graham Stuart retire by rotation, and
being eligible, offer themselves for re election.
Marcus Nagel, having been appointed as a
director by the Directors of Tower Limited on the
recommendation of Bain Capital to fill a casual
vacancy, and being eligible, offers himself 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 Warren Lee as a director.
Resolution 3:
To re-elect Graham Stuart as a director.
Resolution 4:
To elect Marcus Nagel 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
21 January 2019
Tower Limited
Dear Shareholder
On behalf of the Tower Board of Directors I am pleased to invite you to our 2019 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 progress we’ve made in transforming our business over the last
financial year, and importantly, sharing our vision and plans to continue accelerating 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 Tuesday, 19 February 2019 at 2.30pm (New Zealand time).
Agenda
Notice of
Annual Meeting

How do I appoint a Proxy?
A Proxy Form accompanies 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
or any director as your Proxy. The Chair and directors
intend 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 2:30pm (New Zealand time) on
Sunday 17 February 2019.
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 emailing to
corporateactions@computershare.co.nz or faxing 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 2.30pm (New Zealand time) on Sunday 17
February 2019. 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 Friday
15 February 2019, 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 2018. Events occurring after 30 September
2018 will also be discussed.
Shareholders can access a copy of the annual report
for the year ended 30 September 2018 on Tower’s
website, www.tower.co.nz.
Features of the financial year ended 30 September 2018:
• Transformation of core business well underway and
driving strong GWP growth, demonstrated by:
- Gross written premium in core book increased
11.9% over prior year
- Growth of 18,192 risks in core book
- 45% of new business sales online in September
2018, up from less than 10% during FY16
• Increases to claims costs:
- Severe weather in the Pacific contributed to
claims cost increases as well as development of
prior year claims and other cost impacts in
New Zealand
- Each of these is well understood with pricing
and underwriting responses either already
implemented or in train to improve performance
through the coming year
• Management expense ratio decreased
- Management expense ratio decreased to 39%
compared to 39.9% in prior year
• Major technology upgrade progressing well
- Full replacement of core platform with leading
technology is tracking to expectations, with costs
remaining within tolerances
- IT simplification is a critical enabler for Tower’s
transformation and will accelerate growth and
reduce expenses, delivering a step change in
results from the end of FY19
• Reported full year loss of $6.7 million impacted by:
- $16.2 million after-tax impact from Peak Re
settlement
- $11 million before-tax impact from weather and
large events
- Minor adjustment to Canterbury provisions,
resulting in a $3.6 million after-tax impact
• Continued positive progress closing Canterbury
earthquake claims, with open claims almost halved,
down to 163, from 323 on October 1 2017
• Tower has provided a one-off guidance for FY19
to demonstrate its confidence in the strategy and
performance of its underlying business. Tower’s
guidance for underlying NPAT in FY19 is in excess of
$22m.
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, 3 and 4)
The NZX Main Board/Debt Market Listing Rules
currently 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.
Graham Stuart and Warren Lee are the directors
longest in office since their last election. Both directors,
being eligible, retire and offer themselves for re-
election.
Marcus Nagel was nominated by Bain Capital Credit
LP (Bain Capital) to represent Bain Capital’s stake in
Tower and his appointment on a casual basis was
supported by the Tower Board in January 2019.
Marcus has significant experience in the insurance
industry having performed senior leadership roles for
Zurich in Europe both in life insurance and general
insurance. In accordance with Tower’s Constitution,
directors appointed on a casual basis must retire
and put themselves forward for election at the next
available shareholder meeting. The Board therefore
recommends that the shareholders elect Marcus Nagel
as a director.

Background details of the Directors offering themselves
for re-election, or election, at this Annual Meeting are
set out below.
Warren Lee
BCom, CA
Non-Executive Director
Independent
Appointed Director: 26 May 2015
Warren has extensive experience
and a long record of leadership
in the international insurance
industry, including 15 years at AXA
in senior management positions within the company’s
Australian and Asian businesses. Warren's two most
recent positions were Chief Executive Officer of the
Victorian Funds Management Corporation and Chief
Executive Officer, Australia and New Zealand for AXA
Asia Pacific Holdings Limited. Warren is a non executive
director of MyState Limited, a listed Australian Financial
Services Group. He has a Bachelor of Commerce
from the University of Melbourne and is a member of
Chartered Accountants Australia and New Zealand.
Warren resides in Melbourne, Australia.
Tower’s Board unanimously recommends that
shareholders vote in favour of Mr Lee’s election
(Resolution 2).
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 Mr Stuart’s re-election
(Resolution 3).
Marcus Nagel
MBA.Economics, M.Intnl Mgmt
Non-Executive Director
Non-Independent Director
Appointed Director: 14 January 2019
Marcus was nominated by Bain
Capital Credit LP (Bain Capital) to
represent Bain Capital’s stake in
Tower (Bain Capital hold 19.99%
of Tower’s ordinary shares). His election is supported by
the Tower Board, noting his position with Bain Capital as
a Special Advisor, Mr Nagel will not be considered an
independent director and Tower’s Board and Bain Capital
have agreed and implemented necessary governance
and confidentiality protocols to protect the interests of all
shareholders. Marcus has significant experience in the
insurance industry having performed senior leadership
roles for Zurich in Europe both in life insurance and
general insurance. These roles have included being the
branch manager of Zurich Insurance plc Germany, and
the CEO of Zurich Group Germany.
Marcus resides in Schindellegi, Switzerland..
Tower’s Board unanimously recommends that
shareholders vote in favour of Mr Nagel’s election
(Resolution 4).
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.
Directions to Ellerslie Event
Centre and parking details
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 Tuesday 19 2019 February at 2.30pm New Zealand time.
For your vote to be effective it must be received by 2:30pm (New Zealand time) Sunday 17 February 201
9
Smartphone?
Scan the QR code
Please note: You will need the above Control Number, 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 you appoint the Chairman of the Meeting or
any other Tower Director, 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
agenda. You can however 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, appoint
a Proxy to attend for you, or submit questions in
advance of the meeting.
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 2.30pm (New Zealand
time) on Sunday 17 February 2019.

Proxy/Corporate
Representative form
Step one appoint a Proxy to vote on your behalf
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 Tuesday 19 February 2019 at 2.30pm and at any
adjournment of that meeting. If you wish, you may appoint as your proxy ‘The Chairman of the Meeting’.
of
of
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 Tuesday 19th February 2019 at 2.30pm.
Attendance slip
1
Step two Items of Business/Resolutions - Voting Instructions/Ballot Paper (if a Poll is called)
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
behalf 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 Warren Lee as a director
(See Explanatory Note re item 4/Resolution 2)
3To re-elect Graham Stuart as a director
(See Explanatory Note re item 4/Resolution 3)
4To elect Marcus Nagel as a director
(See Explanatory Note re item 4/Resolution 4)
FORAGAINSTPROXY
DISCRETION
ABSTAIN
2
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
3
I/We being a shareholder/s of Tower Limited
or failing him/her
appoint