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 2019.
(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 2019.
(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 and re-election of Director
Michael Stiassny retires by rotation, and being
eligible, offers himself for re election.
(See Explanatory Note re Item 4)
Accordingly, by ordinary resolution:
Resolution 2:
To re-elect Michael Stiassny as a director.
(See Explanatory Note re item 4 for biographical
details)
5. Alteration of the Constitution
By special resolution:
Resolution 3:
To alter the existing constitution in accordance with the
amendments tabled at the meeting and signed by the
Chairman for the purpose of identification, with effect
from the close of the Annual Meeting.
(See Explanatory Note re item 5)
6. General business
To consider any other business that may be properly
brought before the Annual Meeting.
(See Explanatory Note re item 6)
Refreshments will be served following the
Annual Meeting.
Michael Stiassny
Chairman
14 January 2020
Tower Limited
Dear Shareholder
On behalf of the Tower Board of Directors I am pleased to invite you to our 2020 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 Friday, 14 February 2020 at 11am (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
or any director as your Proxy. The Chair of the meeting
and the directors will vote for resolutions marked
“Proxy’s Discretion”, even if they have an interest in
the outcome of the resolution. If you have ticked the
“Proxy’s Discretion” box and your named proxy does not
attend the meeting or you have not named a proxy, the
Chair of the meeting will act 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 or Computershare no later than 11am (New
Zealand time) on Wednesday 12 February 2020.
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 11am (New Zealand time) on Wednesday 12
February 2020. 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
Wednesday 12 February 2020, 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
Resolutions 1 and 2 are ordinary resolutions and
resolution 3 is a special resolution. 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. A special resolution is a
resolution approved by a majority of 75% 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 2019. Events occurring after 30 September
2019 will also be discussed.
Shareholders can access a copy of the annual report
for the year ended 30 September 2019 on Tower’s
website, www.tower.co.nz
Features of the financial year ended 30 September 2019:
• Reported full year profit:
- $16.8 million after-tax reported profit
- $27.4 million after-tax underlying profit
- $6 million after-tax impact from CEQ provision
adjustments
- Guidance for underlying NPAT in FY20 of $27m -
$30m
• Third consecutive year of strong growth achieved:
- Gross written premium in core NZ portfolio
increased 9.1% on 2018
- Growth of 17,716 risks in core NZ portfolio
• Improved claims ratio:
- Claims costs reduced by 48.8%, a 7.6 point
decrease from 56.4% in 2018 thanks to improved
pricing, underwriting and benign weather
• Slight uplift in management expense ratios as IT
transformation nears conclusion:
- Management expense ratio of 40% compared to
39% in 2018
• New IT platform delivered and launched
successfully:
- Full replacement of core platform delivered
and launched, with new business on sale and
customer migration underway
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 and
Re-election of Director (resolution 2)
Under the NZX Listing Rules, a director must not
hold office (without re-election) past the third Annual
Shareholders’ Meeting following the director’s
appointment, or 3 years, whichever is longer. If they
wish, they may seek re-election.
Michael Stiassny is the director retiring in 2020,
and Michael is seeking re-election. Michael is an
independent director (as determined by the Board
using the definition in the Listing Rules).
Background details of Michael Stiassny who is offering
himself 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 Chartered Fellow of
The Institute of Directors in NZ
(Inc) (CFInstD) and is also past
President of the Institute of Directors. He is a Fellow
of Chartered Accountants Australia and New Zealand
(retired). He has both a BCom and a law degree. He is
currently chairman of Ngati Whatua Orakei Whai Rawa
Ltd and a director of a number of other companies.
Tower’s Board unanimously recommends that
shareholders vote in favour of Mr Stiassny’s re-election
(Resolution 2).
Explanatory Note re item 5:
Alteration of Constitution
(Resolution 3)
Background
On 1 January 2019, NZX Limited introduced new NZX
Listing Rules (“New Listing Rules”). A copy of the New
Listing Rules is available at www.nzx.com.
All NZX listed companies were required to transition to
the New Listing Rules on or before 1 July 2019. Tower
transitioned to the New Listing Rules on 1 July 2019.
A class waiver was also issued by NZX providing that
an NZX listed entity may defer updating its constitution
to reflect the New Listing Rules until its next annual

meeting following its transition to the New Listing
Rules. According, Tower seeks shareholder approval at
this Annual Meeting to amend its constitution to reflect
the New Listing Rules.
A mark-up of the constitution setting out all of the
proposed amendments can be viewed on Tower’s
website: tower.co.nz/investor-centre.
Overview of Changes
Unless expressly stated otherwise, references to
clause numbers in this section are references to clause
numbers in the constitution as proposed to be altered.
The key amendments to the constitution that have
been proposed can be summarised as follows:
• General changes for consistency: Language and
cross-references throughout the constitution have
been updated to be consistent with the New Listing
Rules and to reflect the introduction of the Financial
Markets Conduct Act 2013 (FMCA);
• Board composition: The appointment and removal
of directors provisions have been updated to reflect
the New Listing Rules that two directors must be
ordinarily resident in New Zealand and two directors
must be independent;
• Director rotation: The provisions relating to director
rotation have been updated to reflect the New
Listing Rules, which require all directors to retire by
rotation on the later of three years or on the third
annual meeting of shareholders after appointment;
• Managing director changes: The managing director
provisions have been updated to reflect the New
Listing Rule requirement that a managing director
is subject to the same rotation requirements as the
other directors of the company;
• Voting: The provisions regarding voting at
shareholder meetings have been updated to reflect
the requirement in the New Listing Rules that certain
votes at a meeting of shareholders be done by
poll. Although this is a new requirement in the New
Listing Rules, Tower has already adopted a practice
of conducting voting by poll at its annual meetings;
• Half-year report: The updated constitution removes
the requirement to prepare a half year report, as this
is no longer required by the New Listing Rules.
General
If any of the provisions of the updated constitution are
inconsistent with the New Listing Rules (as amended by
any waiver or ruling granted to Tower), the New Listing
Rules will prevail.
The proposed alterations to Tower’s constitution do
not impose or remove a restriction on the activities of
Tower, or the rights attached to shares in Tower. As
such, the shareholder minority buy-out rights under the
Companies Act 1993 do not apply.
As required by New Listing Rule 2.19.1, DLA Piper has
provided an opinion to NZX Limited that it considers
that the proposed new constitution complies with the
New Listing Rules.
Tower’s Board unanimously recommends that
shareholders vote in favour of altering the current
constitution (Resolution 3).
Explanatory Note re item 6:
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 Friday 14 February 2020 at 11am New Zealand time.
For your vote to be effective it must be received by 11:00am (New Zealand time) Wednesday 12 February 2020
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, even if they have an interest in
the outcome of a resolution.
There are no voting restrictions on the
resolutions proposed in the notice of meeting.
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 and the attached RSVP form has a
space for you to submit questions before the
meeting.
A proxy is able to vote on motions from the floor
and/or any resolutions put before the meeting
to amend the resolutions stated in the Notice of
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 11.00am (New Zealand
time) on Wednesday 12 February 2020.

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 Friday 14 February 2020 at 11am 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 Friday 14th February 2020 at 11am.
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 (by ordinary resolution)
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 Director (by ordinary resolution)
2To re-elect Michael Stiassny as a director
(See Explanatory Note re item 4/Resolution 2)
Alteration of Constitution (by special resolution)
3To alter the existing constitution in accordance with the amendments tabled at the
meeting and signed by the Chairman for the purpose of identification, with effect
from the close of the Annual Meeting.
(See Explanatory Note re item 5/Resolution 3)
FORAGAINST
PROXY
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