Issue of unlisted share rights under Tower Limited’s LTIP

Tower Limited 136 Fanshawe Street, PO Box 90347, Auckland 1142, New Zealand
Freephone: 0800 808 808 Calling from overseas: +64 9 369 2000 tower.co.nz
Classification: Highly Sensitive
13 January 2023

Market Information
NZX Limited
Level 1, NZX Centre
11 Cable Street
WELLINGTON
Company Announcements Office
ASX Limited
Exchange Centre
Level 6, 20 Bridge Street
Sydney NSW 2000
AUSTRALIA

Issue of unlisted share rights under Tower's Long Term Incentive Plan

Please see attached Capital Change Notice pursuant to NZX listing rule 3.13.1. This notice relates to
the issue of share rights in respect of 1,946,557 ordinary shares to key employees. The share rights
are being issued pursuant to the Tower Limited Long Term Incentive Plan.

This announcement is authorised by Michael Stiassny, Chair.

For media enquiries, please contact in the first instance:

Emily Davies
Head of Corporate Affairs and Sustainability
+64 21 815 149

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Template
Capital Change Notice

Updated as at 17 October 2019

Classification: Highly Sensitive


Section 1: Issuer information
Name of issuer Tower Limited
NZX ticker code TWR
Class of financial product Unquoted share rights (Share
Rights)
ISIN (If unknown, check on NZX website) N/A
Currency NZ$
Section 2: Capital change details
Number issued/acquired/redeemed 1,946,557
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Share Rights are issued for nil
cash consideration.
Nature of the payment (for example, cash or other
consideration)
N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury Stock,
in existence)
100%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
Each Share Right converts on
a 1:1 basis for nil cash
consideration into fully paid
ordinary shares, subject to the
performance of Tower
Limited’s Total Shareholder
Return relative to that of the
entities comprising the NZX50
index over a 3 year vesting
period ending 6 December
2025, provided that Tower
Limited’s Total Shareholder
Return is positive.
Share Rights are not
transferrable and may not be
encumbered, nor do they
confer any voting or
distribution rights, rights of
ownership (beneficial or legal)
in any existing shares, or any
other right incidental to or
arising out of the ownership of
shares.

Classification: Highly Sensitive
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
The issue of Share Rights
under Tower’s Long Term
Incentive Plan to incentivise
and retain employees.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.
1,946,557
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Resolution of the Board and
Listing Rules 4.6.1 and
4.9.1(b)
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
No cash consideration is
payable by the participants on
the grant of the Share Rights
or on the delivery of shares
following vesting of Share
Rights. Vesting of Share
Rights is subject to the
performance of Tower
Limited’s Total Shareholder
Return as noted above, and
continued employment.
Date of issue/acquisition/redemption 13 January 2023
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Michael Stiassny
Contact person for this announcement Emily Davies
Contact phone number 021 815 149
Contact email address emily.davies@tower.co.nz
Date of release through MAP

13 January 2023