Tower Limited Notice of Annual Meeting and Proxy Form

Level 5, 136 Fanshawe Street
Auckland 1142, New Zealand
ARBN 645 941 028
Incorporated in New Zealand
Classification: Highly Sensitive


Market Information
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington
New Zealand
Company Announcements Office
Australian Stock Exchange Limited
Exchange Centre
Level 6, 20 Bridge Street
Sydney NSW 2000
Australia

27 January 2023

Tower Limited Notice of Annual Meeting and Proxy Form


Attached is Tower Limited’s (Tower) Notice of Annual Meeting, Proxy Form and Virtual Meeting Guide,
Tower’s Annual Shareholder Meeting will be a hybrid meeting, held both online at Computershare’s web platform
at www.meetnow.global/nz, and in the Guineas Room, Ellerslie Event Centre, 100 Ascot Avenue, Auckland, New
Zealand.


ENDS

This announcement has been authorised by the Tower Board.

Blair Turnbull
Chief Executive Officer
Tower Limited

For media enquiries, please contact in the first instance:
Emily Davies
Head of Corporate Affairs and Sustainability
+64 21 815 149
emily.davies@tower.co.nz

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Tower Limited| Level 5, 136 Fanshawe Street, Auckland 1010, New Zealand | tower.co.nz
Tower Limited
Notice of
Annual Meeting
Dear Shareholder
On behalf of the Board of Directors, I am pleased to invite you to the 2023 Annual Meeting of Shareholders of
Tower Limited (Tower) on Tuesday, 28 February 2023 at 10.00am (NZT).
Tower’s Annual Shareholder Meeting will be a hybrid meeting, held both online at Computershare online web platform
at www.meetnow.global/nz (see the Virtual Meeting Guide released with this Notice of Meeting for more information
on how to participate online) and in the Guineas Room, Ellerslie Event Centre, Ellerslie Racecourse, 100 Ascot Avenue,
Auckland, New Zealand.
The business before the annual meeting this year covers the usual administrative matters (auditor remuneration and
director re-elections). I encourage all shareholders to read the Notice of Meeting and explanatory notes
carefully.
Business of the meeting
Presentations
(a) Chair’s address
(b) CEO’s address
Resolutions
Auditor Remuneration
(Resolution 1)
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 2023 financial
year.”
Re-election of Directors
(Resolutions 2 and 3)
In accordance with NZX Listing Rule 2.7.1, Michael
Stiassny retires by rotation and being eligible, offers
himself for re-election.
Geraldine McBride was appointed by the Board to fill a
casual vacancy. In accordance with clause 10.5 of the
company’s constitution, Geraldine McBride retires and
being eligible, offers herself for re-election.
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.
Resolution 2
Re-election of Michael Stiassny as Director of Tower.
“That Michael Stiassny, who retires by rotation in
accordance with NZX Listing Rule 2.7.1, be re-elected as a
Director of Tower.”
Resolution 3
Re-election of Geraldine McBride as Director of Tower.
“That Geraldine McBride be re-elected as a Director
of Tower.”
Other business
To consider any other business that may be properly
brought before the Annual Meeting.
Michael Stiassny
Chair
27 January 2023

Tower Limited| Level 5, 136 Fanshawe Street, Auckland 1010, New Zealand | tower.co.nz
Explanatory Notes
These notes form part of the Notice of Meeting
Item 1: Auditor Remuneration
Our auditors, PricewaterhouseCoopers are automatically re-appointed at the Annual Meeting under section 207T of the
Companies Act 1993. Consistent with past practice, the proposed resolution is to authorize 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.
Michael Stiassny 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 currently a director of
several companies.
The Board has determined that Mr Stiassny is an
independent director.
Tower’s Board unanimously recommends that
shareholders vote in favour of Mr Stiassny’s re-election
(resolution 2).
Geraldine McBride has extensive governance and
technology industry experience, having performed
Board and senior leadership roles both in New Zealand
and internationally, with Sky Network Television
Limited, SAP, Dell and IBM. Geraldine is the founder and
CEO of MyWave, a software and services company
developing consumer and enterprise relationship
solutions using personal cloud technologies.
The Board has determined that Ms McBride is an
independent director.
The Board unanimously recommends that
shareholders vote in favour of Geraldine McBride’s
re-election (resolution 3).
Michael Stiassny
LLB, BCom, FCA, CFInstD
Non-Executive Director,
Chairman
Independent
Appointed Director:
12 October 2012
Geraldine McBride
BSc
Non-Executive Director
Independent
Appointed Director:
1 October 2022
Item 3: Re-election of Geraldine McBride Item 2: Re-election of Michael Stiassny

Tower Limited| Level 5, 136 Fanshawe Street, Auckland 1010, New Zealand | tower.co.nz
Procedural Notes
Eligibility to vote
If you are a shareholder whose name is recorded in the Tower share register at the close of business on 26 February
2023, 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 as directed on any resolutions and intend to vote any discretionary
proxies in favour of all resolutions, even if they have an interest in the outcome of the resolution, to the extent permitted
by the NZX Listing Rules, ASX Listing Rules, and Tower’s constitution. 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 (but otherwise completed your Proxy
Form in full), the Chair of the meeting will act as your Proxy.
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) 26 February 2023.
Completing Proxy Forms
A completed Proxy Form may be deposited by:
Online
Go to www.investorvote.co.nz
1. Use the control number and CSN/shareholder number found on the Proxy Form and post code or country of
residence (if outside New Zealand) to securely access InvestorVote.
2. Follow the prompts to appoint a proxy or corporate representative online.
Email
Email a completed and signed Proxy Form to corporateactions@computershare.co.nz with “Tower proxy” in the
subject line.
Notice in writing
1. Complete and sign the Proxy Form attached to this Notice of Meeting.
2. Return the completed and signed Proxy Form to Tower’s Share Registry, Computershare Investor Services Limited,
Private Bag 92119, Victoria Street West, Auckland 1142, New Zealand, or Australia to Tower’s Share Registry,
Computershare Investor Services Pty Limited, GPO Box 3329, Melbourne, VIC 3001, Australia.
Please see your Proxy Form for further details about signing the proxy form. Proxy Forms that are signed
incorrectly will be invalid.

Ellerslie
event centre
Parking
available
< City
Southern motorway
South >
Greenlane
exit
Tower Limited| Level 5, 136 Fanshawe Street, Auckland 1010, New Zealand | tower.co.nz
Resolutions
Resolutions 1 to 3 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. No shareholder is prohibited from voting on
resolutions 1 to 3.
The Board unanimously recommends that you vote in favour of all resolutions put to the meeting.
The Directors intend to vote their own shares in favour of all resolutions.
Motions from the floor will not be allowed unless they are consistent with the meeting agenda.
Participating in the Annual Meeting online
To attend the Annual Meeting online please go to www.meetnow.global/nz.
To access the Meeting, click Go under the Tower meeting and then click JOIN MEETING NOW. Select ‘shareholder’ on
the login screen and enter your CSN or holder number (which can be found on the Proxy Form attached to this Notice
of Meeting) and mailing address postcode (if in New Zealand) or if outside New Zealand, choose your country from the
drop-down list. Shareholders attending online will be able to vote and ask questions virtually during the Meeting.
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 login 15 minutes in advance
of the Annual Meeting to ensure you are familiar and ready to start at 10.00am.
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

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Lodge Your Vote
Online at: www.investorvote.co.nz
By email: corporateactions@computershare.co.nz
By mail in New Zealand
Tower Share Registry
Computershare Investor Services Limited
Private Bag 92119, Victoria Street West,
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
PROXY/VOTING FORM
For the Tower Limited (Tower) Annual Meeting of Shareholders to be held both online at Computershare’s Virtual meeting
hosted at www.meetnow.global/nz and in the Guineas Room, Ellerslie Event Centre, Ellerslie Racecourse, 100 Ascot Avenue,
Auckland, New Zealand, on Tuesday 28 February 2023 at 10:00am (NZT).
For your vote to be effective it must be received by 10:00am (NZT) Sunday 26 February 2023.
Vote Online: www.investorvote.co.nz available 24 hours a day, 7 days a week.
Your secure access information
Smartphone?
Scan the code
What is this form?
This Proxy Form allows you to appoint someone to vote
in your place at Tower’s Annual Meeting of Shareholders
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 resolu-
tions, even if they have an interest in the outcome of a
resolution.
There are no voting restrictions on the resolutions pro-
posed 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 Appoint-
ment 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.
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 www.meetnow.global/nz (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.
Signing Instructions
Individual
Where the holding is in one name, the securityholder
must sign this Proxy Form.
Joint Holding
Where the holding is in more than one name, all of the
securityholders must sign the Proxy 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 Computershare) 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 my Proxy 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 26 February 2023.
Please note: You will need 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.
Control number:CSN/Securityholder Number:
SERV-8219_CIS_TWR_Tower Proxy_A4 2pp_JAN 2023_V2.indd 1SERV-8219_CIS_TWR_Tower Proxy_A4 2pp_JAN 2023_V2.indd 124/01/23 5:07 PM24/01/23 5:07 PM

Proxy/Corporate Representative Form
Step 1: Appoint a Proxy/Corporate Representative to vote on your behalf
lf I/We being a shareholder/s of Tower Limited
appointof
or failing him/herof
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 they see fit) at the Annual Meeting of shareholders of Tower Limited to be held both online at
Computershare’s Virtual meeting please go to www.meetnow.global/nz (see the virtual meeting guide released with the Notice of
Meeting for more information) and at Guineas Room, Ellerslie Event Centre, Ellerslie Racecourse, 100 Ascot Avenue, Remuera, Auckland, New
Zealand on Tuesday, 28 February 2023 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’, or any other Director of Tower Limited.
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.
Proxy contact details
PhoneEmail
Step 2: Items of Business/Resolutions - Voting Instructions/Ballot Paper
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
For
Step 3: Sign Signature of Securityholder(s)
This section must be completed.
Against Proxy Discretion Abstain
Securityholder 1
(or Director/Authorised Officer
Contact nameTelephone (day)Date
Securityholder 2
(if second joint securityholder)
Securityholder 3
(if third joint securityholder)
Annual Meeting of Tower Limited (Tower) to be held both online at Computershare’s Virtual meeting hosted at www.meetnow.global/nz
and in the Guineas Room, Ellerslie Event Centre, Ellerslie Racecourse, 100 Ascot Avenue, Auckland, New Zealand, on Tuesday 28 February
2023 at 10:00am (NZT). For your vote to be effective it must be received by 10:00am (NZT) Sunday 26 February 2023.
1 Auditor Remuneration
That the Board be authorised to determine the auditor’s fees and expenses for the 2023
financial year.
(See Explanatory Note 1)
2 Re-election of Director (Michael Stiassny)
That Michael Stiassny, 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))
3 Re-election of Director (Geraldine McBride)
That Geraldine McBride, who retires in accordance with Tower Limited’s constitution, be
re-elected as a Director of the Company.
(See Explanatory Note 2(b))
SERV-8219_CIS_TWR_Tower Proxy_A4 2pp_JAN 2023_V2.indd 2SERV-8219_CIS_TWR_Tower Proxy_A4 2pp_JAN 2023_V2.indd 224/01/23 5:07 PM24/01/23 5:07 PM

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.