Tower Limited Notice of Annual Meeting and Proxy Form

Tower Limited 45 Queen Street, PO Box 90347, Auckland 1142, New Zealand tower.co.nz
Presentations
(a) Chair's address
(b) CEO's address
Resolutions
Item 1: Auditor Remuneration
To consider, and if thought fit, to pass the following
by ordinary resolution:
“That the Board be authorised to determine the
auditor’s fees and expenses for the 2021 financial
year.”
Item 2: Re-election of Directors
In accordance with NZX Listing Rule 2.7.1, Wendy
Thorpe and Steve Smith retire by rotation, and
being eligible, offer themselves for re-election.
Accordingly, it is proposed that the shareholders
consider, and if thought fit, pass each of the
following ordinary resolutions for the purposes of
NZX Listing Rule 2.7.1:
2(a) Re-election of Wendy Thorpe as
Director of the Company.
“That Wendy Thorpe, who retires on rotation
in accordance with NZX Listing Rule 2.7.1, be
re-elected as a Director of the Company.”
2(b) Re-election of Steve Smith as Director
of the Company.
“That Steve Smith, who retires on rotation in
accordance with NZX Listing Rule 2.7.1 be re-
elected as a Director of the Company.”
Tower Limited
Dear Shareholder
On behalf of the Board of Directors, I am pleased to invite you to the 2021 Annual Meeting of Shareholders of
Tower Limited (Tower) on Tuesday, 23 February 2021 at 10.00am (NZT).
As at the date of issue of this notice, Tower’s Annual Meeting will be a hybrid meeting, held both online at
Lumi AGM (see the Virtual Meeting Guide released with this Notice of Meeting for more information on how
to participate online) and in Guineas Room 3, Ellerslie Event Centre, Ellerslie Racecourse, 80 Ascot Avenue,
Auckland, New Zealand.
The health and safety of staff and shareholders is important to Tower, as such, if there is any change to
New Zealand Covid-19 alert levels before 23 February 2021, Tower may cancel the in-person meeting and will
provide as much notice as possible to shareholders via NZX and ASX. In that case, all shareholders who wish to
attend the Annual Meeting must do so by joining the virtual meeting via Lumi AGM.
Business of the meeting
Notice of
Annual Meeting




Other business
To consider any other business that may be properly
brought before the Annual Meeting.
Michael Stiassny
Chairman
22 January 2021

Explanatory Notes
These notes form part of the Notice of Meeting
Item 1: Auditor Remuneration
Our auditors, PricewaterhouseCoopers are automatically reappointed at the Annual Meeting under section 207T of
the Companies Act 1993. Consistent with past practice, the proposed resolution is to authorise the Board to fix the
fees and expenses of the auditors for the coming financial year.
The Board unanimously recommends that shareholders vote in favour of Resolution 1.
Item 2(a): Re-election of Wendy Thorpe
Wendy Thorpe
BA, BBus, Grad Dip Applied Fin &
Inv, Harvard AMP, FFin, GAICD
Non-executive Director
Independent
Appointed Director: 1 March 2018
Wendy has had an extensive executive career in
Financial Services 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 in Australia.
Wendy is Chair of Online Education Services, and a
Non-executive Director of Ausgrid, Peoples’ Choice
Credit Union, Epworth Healthcare and Very Special
Kids. 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 is an Independent Director as defined
in the NZX Listing Rules.
The Board unanimously recommends that
shareholders vote in favour of Wendy Thorpe’s re-
election (Resolution 2(a)).
Item 2(b): Re-election of Steve Smith
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 of 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 Chair of Pascaro Investments Ltd, and
a Director of Rimu S.A. (Chile) and the National
Foundation for the Deaf Inc. Steve is an Independent
Director as defined in the NZX Listing Rules.
The Board unanimously recommends that shareholders
vote in favour of Steve Smith’s re-election (Resolution
2(b)).

Eligibility to vote
If you are a shareholder whose name is recorded in the
Tower share register at the close of business on Friday,
19 February 2021, 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).
Appointing a Proxy
A Proxy Form is included with this Notice of 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 Computershare no later than 10:00am (NZT) on
Sunday, 21 February 2021.
Completing Proxy Forms
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.
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 (NZT) on Sunday, 21 February
2021. Please see your Proxy Form for further details.
Resolutions
All resolutions are ordinary resolutions. An ordinary
resolution is a resolution passed by a simple majority 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.
Participating in the Annual Meeting online
When attending the Annual Meeting online, you will
be able to see the presentations, vote on resolutions
and ask questions. Please ensure that the volume on
your device or headphones is turned up. To attend the
Annual Meeting online, you will require:
• An internet connection (using a computer, laptop,
tablet or smartphone).
• The Meeting ID, 319-845-690 and your username
and password (CSN/Holder Number from the
Proxy Form, and your postcode (New Zealand
based shareholders) or ISO code (international
shareholders)).
The Virtual Meeting Guide accompanying this Notice
of Meeting contains more information on how to attend
and participate in the Annual Meeting online. We
recommend that you read this guide, and (if applicable)
download the App, in advance of the Annual Meeting. If
you have any questions on how to attend the meeting
online, please contact Computershare Investor Services
Limited on +64 9 488 8777 between 8.30am and
5.00pm Monday to Friday (NZT).
Directions to Ellerslie Event
Centre and parking details
Ellerslie
Event Centre
Parking
available
Southern
motorway
South >
< City
Greenlane exit

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
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
For the Tower Limited (Tower) Annual Meeting of Shareholders to be held both online at Lumi AGM (see the Virtual
Meeting Guide released with the Notice of Meeting for more information) and at Guineas Room 3, Ellerslie Event
Centre, Ellerslie Racecourse, 80 Ascot Avenue, Auckland, New Zealand, on Tuesday, 23 February at 10.00am (NZT).
For your vote to be effective it must be received by 10:00am (NZT) Sunday, 21 February 2021
What is this form?
This Proxy Form allows you to appoint someone
to vote in your place at Tower’s Annual 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 Chair 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 Chair 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 do not 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 Chair 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?
The Meeting will be a hybrid meeting, held both
online at Lumi AGM (see the Virtual Meeting
Guide released with this Notice of Meeting for
more information on how to participate online)
and in person at the Ellerslie Event Centre.
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.
Vote online: www.investorvote.co.nz available 24 hours a day, 7 days a week
Control number:CSN/Securityholder Number:
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
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 must 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 or by
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.
All Proxy appointments must be received by
10.00am (NZT) on Sunday, 21 February 2021.

Proxy/Corporate Representative Form
Step one appoint a Proxy to vote on your behalf
as my/our Proxy to act generally at the Annual 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 they see fit) at the Annual Meeting of shareholders of Tower Limited to be held
both online at Lumi AGM (see the Virtual Meeting Guide released with the Notice of Meeting for more information) and at Guineas
Room 3, Ellerslie Event Centre, Ellerslie Racecourse, 80 Ascot Avenue, Remuera, Auckland, New Zealand on Tuesday, 23 February
at 10.00am (NZT) and at any adjournment of that Meeting. If you wish, you may appoint as your Proxy ‘The Chair of the Meeting’.
If your Proxy is not the Chair of the Meeting or another Director of Tower Limited, please ensure that you provide their contact details
(phone and email address) below. If this information is not provided, your Proxy’s admission to the online Meeting is not guaranteed.
of
of
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 Auditor Remuneration
That the Board be authorised to determine the auditor’s fees and expenses for the
2021 financial year.
(See Explanatory Note 1)
2(a)Re-election of Director (Wendy Thorpe)
That Wendy Thorpe, who retires on rotation in accordance with NZX Listing Rule
2.7.1, be re-elected as a Director of the Company.
(See Explanatory Note 2(a))
2(b)Re-election of Director (Steve Smith)
That Steve Smith, who retires on rotation in accordance with NZX Listing Rule
2.7.1 be re-elected as a Director of the Company.
(See Explanatory Note 2(b))
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
Proxy contact details
PhoneEmail
Annual Meeting of Tower Limited to be held both online at Lumi AGM (see the
Virtual Meeting Guide released with the Notice of Meeting for more information) and
at Guineas Room 3, Ellerslie Event Centre, Ellerslie Racecourse, 80 Ascot Avenue,
Remuera, Auckland, New Zealand on Tuesday, 23 February 2021 at 10.00am (NZT)

VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to visit
web.lumiagm.com on your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the
latest versions of Chrome, Safari, Internet Explorer, Edge and Firefox.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am
and 5.00pm Monday to Friday (New Zealand time).
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
319-845-690
Remote entry to the Annual Meeting will open at 9.30AM NZT
on Tuesday 23 February 2021, with the meeting commencing at
10.00AM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Password (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Australia.
You can find a full list at
www.computershare.com/iso3
LOGGING IN
To log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log
in as a guest if you are not a shareholder in Tower Limited. Please note, if you have logged in as a guest you will not be able to ask any
questions or vote.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have entered web.lumiagm.
com into your internet browser, you’ll
be prompted to enter the Meeting ID
and accept the terms and conditions.
You will then be required to enter your:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting
is eligible to ask questions. If you would
like to ask a question, select then
type and submit your question. It will be
sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
NAVIGATING LUMI AGM - DESKTOP
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the ► button to start the
webcast.