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




10 January 2025

Tower Limited Notice of Annual meeting and Proxy Form

Attached are Tower Limited’s Notice of Annual Meeting, Proxy Form and Virtual Meeting Guide and Court
documents related to Tower’s proposed Capital Return.

The Annual Shareholder Meeting will be a hybrid meeting, held at 10am on 11 February 2025, online at
Computershare’s web platform www.meetnow.global/nz and in the World Cup Lounge West (Te Ipu o te Ao Wēta)
Level 4, Samsung South Stand, Eden Park, Reimers Avenue, Kingsland, Auckland.

ENDS

This announcement has been 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
emily.davies@tower.co.nz

For investor enquiries, please contact:
James Silcock
Head of Strategy, Planning and Investor Relations
+64 22 395 9327
james.silcock@tower.co.nz

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Tower Limited
Notice of
Annual Meeting


Dear Shareholder

On behalf of the Board of Directors, I am pleased to invite you to the 2025 Annual Meeting of
Shareholders of Tower Limited (Tower) on 11 February 2025 at 10.00am (NZT).

Tower’s Annual Shareholder Meeting will be a hybrid meeting, held both online at Computershare’s
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 World Cup Lounge
West (Te Ipu o te Ao Wēta) Level 4, Samsung South Stand, Reimers Avenue, Kingsland, Auckland on
Tuesday, 11 February 2025 at 10am (NZT).

The business before the Annual Meeting this year covers the usual administrative matters (Auditor
remuneration and Director re-elections), but also the approval of the proposed NZ$45m capital return.
I encourage all shareholders to read the Notice of Meeting and explanatory notes carefully as they
provide important information on the capital return in particular.

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 2025 financial year.”

Re-election of Directors
(Resolution 2)

In accordance with NZX Listing Rule 2.7.1, Marcus Nagel retires by rotation, and being eligible, offers himself for re-election.
Accordingly, it is proposed that the shareholders consider, and if thought fit, pass the following ordinary resolution for the
purposes of NZX Listing Rule 2.7.1:

Resolution 2
Re-election of Marcus Nagel as Director of Tower.

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“That Marcus Nagel, who retires by rotation in accordance with NZX Listing Rule 2.7.1, be re-elected as a Director of
Tower.”

Capital Return
(Resolution 3)
To consider, and if thought fit, to pass the following by special resolution:

“That the scheme of arrangement relating to the return of capital to shareholders, as set out in the Arrangement Document
annexed to the Notice of Meeting, dated 10 January 2025, be approved.”

Other business
To consider any other business that may be properly brought before the Annual Meeting.



Michael Stiassny
Chair
10 January 2025

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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 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: Re-election of Marcus Nagel

Marcus was nominated by Bain Capital Credit LP (Bain Capital) to represent Bain Capital’s stake in Tower (Bain
Capital holds 19.99% of Tower’s ordinary shares). His election was supported by the Tower Board, noting his position
with Bain Capital as a Special Advisor. Marcus is not 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.

Marcus holds a Masters Degree in Banking and Finance from Goethe University in Frankfurt, Germany and Master
of International Management from the Arizona State University Thunderbird School of Global Management in
Arizona, United States of America.

The Board unanimously recommends that shareholders vote in favour of Marcus Nagel’s re-election (Resolution 2).

Marcus was initially appointed to the Board on 14 January 2019.

Item 3: Capital Return

BACKGROUND
1. On 6 September 2024, Tower announced its intention to undertake a capital return to shareholders, on a
pro rata basis, of approximately NZ$45 million. The amount to be paid out under the proposed capital
return will be funded by cash reserves.

2. The Board has determined that this return of capital should be effected by way of a Court approved
arrangement under Part 15 of the Companies Act 1993 (NZ) (Scheme). The terms of the Scheme are set out
in the Arrangement Document included in this Notice of Meeting. The Board considers the proposed

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Scheme to be fair to all shareholders as it achieves a return of capital on a pro rata basis, with the result
that the transaction does not alter the shareholders’ relative voting and distribution rights (subject to very
minor rounding differences).

3. The Scheme involves Tower’s shareholders having one share cancelled for every ten shares held and
receiving a cash sum of $1.1858 for each share cancelled (with Australian shareholders being paid the
Australian dollar equivalent as explained in paragraph 28 below). If the number of shares a shareholder
owns is not divisible by ten, then the number will be rounded up or down to the nearest whole number
(with 0.5 rounded down).

4. On 2 December 2024, Tower applied to the High Court of New Zealand for an order directing Tower to put
the Scheme to shareholders. The Court made initial orders on 16 December 2024 which require (amongst
other things):

a. the Scheme to be approved by special resolution of shareholders (that is, a resolution passed by a
75% majority of the votes of all shareholders entitled to vote and voting at the meeting); and

b. the Board, at its sole discretion, remaining satisfied that Tower is complying with solvency and
regulatory capital requirements, including under its capital management process requirements,
and that it remains prudent to undertake the Scheme, in each case, up to the time the Scheme is
given effect, expected to be in March 2025 (Key Scheme Condition). Further detail on the Key
Scheme Condition is provided in paragraphs 20 and 21 below.

5. As announced on 21 October 2024, Tower has also already received approval from the IRD confirming that
no part of the cash sum paid to shareholders under the Scheme is in lieu of the payment of a dividend (see
paragraphs 29 to 32 for further details). Accordingly, this condition of the Scheme has been satisfied. Tower
is also seeking a ruling from the Australian Taxation Office (ATO) in relation to the tax effect of the capital
return for Australian tax purposes on Australian Shareholders. However, this will not be a condition of the
Scheme.

6. If the shareholder resolution is passed, Tower will seek final orders from the High Court sanctioning the
return of capital. The final orders that are being sought by Tower sanctioning the Scheme are set out in the
copy of Tower’s application to the Court (dated 28 November 2024), which accompany this Notice of
Meeting and are also available on Tower’s website: https://www.tower.co.nz/investor-centre/investor-
news-announcements/.

7. If shareholders do not approve the Scheme or if the Key Scheme Condition does not remain satisfied up to
the date the Scheme is given effect (expected to be in March 2025), the Scheme will not proceed and
Tower’s application to the High Court will be discontinued.

The Directors of Tower unanimously recommend that shareholders vote in favour of the Scheme (Resolution 3).

RATIONALE FOR THE CAPITAL RETURN

8. In December 2023, Tower commenced a strategic review that explored options to maximise value for
shareholders and optimise its capital structure to enhance competitiveness in the market. As part of this
process, Tower and its financial advisors Goldman Sachs engaged in wide ranging discussions with several
parties regarding potential opportunities including partnerships, risk transfer solutions and alternative
ownership and capital structures.

9. As announced to the market on 6 September 2024, the Board concluded the strategic review having
determined to continue executing Tower’s current business strategy under the existing ownership
structure, and to pursue organic growth opportunities that deliver accretive value. The details of Tower’s

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current strategy are set out in Tower’s 2024 Annual Report, under the heading “Delivering on our Strategy”
commencing on page 9 (available here: https://www.tower.co.nz/investor-centre/reports/).

10. As part of the strategic review, the appropriateness of Tower’s capital structure was considered in light of
the current strategy, which aims to simplify the business by focusing on the core business so as to deliver
sustainable growth and efficiencies (the 2024 Annual Report contains further details of this under the
heading “Strengthening the Foundations of our Business” on page 32). These simplifications included the
sale of businesses in the Pacific Islands and steps taken to manage Tower’s insurance risk profile and to use
capital more efficiently, including further developing risk-based pricing and the discontinuance of non-core
insurance products (such as insuring commercial farms).

11. Given these simplifications and the lack of large-scale claims events which contributed to cash reserves, the
Board has concluded that Tower has excess capital relative to the requirements of the business and its
prudential capital reserving requirements, including after satisfying its solvency requirements, regulatory
solvency requirements and capital management process. This included consideration of:

a. Tower’s statutory capital adequacy requirements and its solvency position (including that of
subsidiaries);
b. potential needs for capital expenditure over the next 1 – 2 years;
c. Tower’s ability to meet all of its liabilities;
d. Tower’s financial strength rating; and
e. likely future revenues and liabilities, including the potential for large event(s), adverse performance
relative to forecasts, and other factors.

12. The Board also considered different potential uses for the excess funds, subject to maintaining appropriate
headroom above minimum solvency margins, including potential acquisition and investment opportunities.
The Board does not believe that any better opportunities exist at present or are likely to exist in the short
to medium term for these funds, and this is consistent with the pursuit of organic growth opportunities as
previously announced as part of focusing on Tower’s core business and efficiencies.

13. It is noted that as at 30 September 2024 (and allowing for payment of the dividend announced on 28
November 2024), Tower had a solvency margin of NZ$171.4 million, as determined in accordance with the
RBNZ’s Interim Solvency Standard.

14. After taking into account Tower’s balance sheet structure, prudential and solvency requirements,
investment opportunities and operating outlook, the Board has determined that approximately NZ$45
million be returned to shareholders by the Scheme. Immediately following the capital return Tower’s
solvency margins and ratios will be materially above the minimum prescribed by law.



15. In determining the preferred form of capital return, Tower sought advice from its external legal advisers,
investment bankers, appointed actuary, and tax advisers. A range of options were considered, including the
payment of a dividend, both on-market and off-market share buyback transactions, and the proposed
Scheme. After careful consideration by the Board, the preferred method adopted was the Scheme.

16. In reviewing the options for the return of capital, Tower’s objectives included:

a. certainty that the return of capital would proceed (with a low level of execution risk);
b. ensuring that the payment made to shareholders is appropriately treated as a return of capital for New
Zealand tax purposes (see further information under the heading “Taxation – New Zealand” below).
Tower is also seeking a ruling from the ATO in relation to the tax effect of the capital return for
Australian tax purposes on Australian Shareholders (see further information under the heading
“Taxation – Australia” below);

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c. ensuring that the return of capital will be made in a timely manner, so that shareholders receive cash
in the near term;
d. adopting a method that ensured all shareholders are treated on the same basis and that the return of
capital does not alter materially any shareholder’s proportionate voting or distribution rights; and
e. ensuring that Tower retained flexibility to cancel the return of capital if needed to comply with its
solvency and prudential requirements.
THE SCHEME AND ITS EFFECT
17. Subject to approval by shareholders, the Key Scheme Condition remaining satisfied up to the date the
Scheme is given effect (expected to be in March 2025), receipt of final orders from the High Court
sanctioning the return of capital, the Scheme will result in:

a. the cancellation of one (1) in every ten (10) shares held by each shareholder in Tower (together with
all rights attaching to those shares) on the Record Date (as defined in paragraph 25 below). Fractions
of a share will be rounded up or down to the nearest whole number (with 0.5 rounded down); and

b. the payment to each shareholder of NZ$1.1858 for each share cancelled. Shareholders with an address
on the register in Australia at 7:00pm (New Zealand time) on the Record Date for determining the
shareholders to participate in the Scheme will be paid the NZ$1.1858 converted into Australian dollars
at the exchange rate organised by Tower’s share registrar on or about that time, as approved by Tower.
In this way, Tower will return to shareholders, on a pro rata basis, approximately NZ$45 million of
capital. On the Record Date, there are expected to be 379,483,987 shares on issue.
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Based on this
number, 37,948,399 ordinary shares will be cancelled (subject to rounding). This will leave the total
number of ordinary shares on issue at approximately 341,535,588.

18. A worked example of the impact on a New Zealand tax resident shareholder is set out below:

Before After After (alternative)
Shares held 15,205 13,685 13,685
Share price on close of business
following announcement (9
September 2024)
NZ$1.18
Assumed share price after the
capital return and payment of
FY24 final dividend

- based on closing price on 9
September 2024
NZ$1.18
- based on closing price on 28
November 2024, after full year
results announcement
NZ$1.34
Value of shares NZ$17,941.90 NZ$16,148.30 NZ$18,337.90
FY24 final dividend payment to
shareholder (before any NZ
resident withholding tax)
- NZ$988.33 NZ$988.33
Capital returned via cash
payment to shareholder
- NZ$1,802.42 NZ$1,802.42

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This is subject to issuances of shares made under Tower's employee Long Term Incentive Plan. The number of shares issued will be announced
on NZX and ASX in accordance with the NZX Listing Rules and ASX Listing Rules.

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Value of shares, dividend and
capital return
NZ$17,941.90 NZ$18,939.05 NZ$21,128.65
Actual and estimated total
shares on issue
379,483,987 341,535,588 341,535,588
Percentage ownership 0.0040% 0.0040% 0.0040%


19. Subject to the approval of shareholders, the final orders from the High Court sanctioning the Scheme are
expected to be made on or about 13 March 2025. If shareholders do not approve the Scheme or the Key
Scheme Condition does not remain satisfied up to the implementation date when the share cancellation
and therefore the Scheme is given effect (see paragraph 25 below), the Scheme will not proceed and
Tower’s application to the High Court will be discontinued.

20. Tower notes that the Key Scheme Condition is a precautionary measure only and Tower remains confident
in the capital buffers it has in place in its capital management process, including on the Scheme occurring.
The Scheme has been sized so that Tower retains the ability to reinvest for future growth and maintain a
degree of financial flexibility to absorb unexpected changes in trading performance in the short term.

21. The Key Scheme Condition is therefore an important protective measure for Tower so that the Scheme does
not prejudice or unduly risk, in summary, its ability to comply with its solvency and prudential requirements.
Without limitation, this risk could arise in the following situations:

a. If there were any large events before the Scheme is given effect (the Scheme is expected to
become effective in March 2025), Tower may need to retain the funds proposed to be paid out,
should such event(s) exceed Tower’s large events allowance and a margin of safety above that;
b. The Reserve Bank of New Zealand is currently revising the Interim Solvency Standard (ISS). While
it is not anticipated that this revision will affect Tower’s ability to undertake the Scheme, there is
a risk that this may not be the case; and
c. A significant and unexpected adverse impact on business performance relative to forecasts or
other factors (e.g. dislocation of the reinsurance market) could result in statutory solvency and
prudential requirements, including under its capital management processes, not being satisfied if
the Scheme proceeded.

22. Orders have been sought from the High Court on the basis that the Record Date would be the later of (i) 14
March 2025, and (ii) the date that is five business days after the date final orders are made (see paragraph
25 below). Payment will be made to shareholders within ten business days after the Record Date.

23. The High Court has since indicated that final orders would be made on or about 13 March 2025. Based on
this indication, the below indicative timetable has been prepared:

EVENT DATE
Annual meeting 11 February 2025
Final orders made by High Court* 13 March 2025
Record Date* 20 March 2025
Payment to Shareholders* 3 April 2025
*
The dates above are indicative only.

24. Directors of Tower and associated persons of Directors who legally and/or beneficially own shares in Tower
will participate in the return of capital in exactly the same way as all other ordinary shareholders of Tower.
Directors and/or their associated persons are entitled to vote on Resolution 3 to approve the capital return.

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PAYMENT OF FUNDS UNDER THE SCHEME

25. The share register will close at 7:00pm (New Zealand time) on 14 March 2025, or the date five business
days after the date on which the final orders from the High Court sanctioning the Scheme are made,
whichever is the latest (Record Date). If final orders sanctioning the scheme are made on 13 March 2025
as the High Court has indicated, the Record Date will be 20 March 2025. The closure of the share register
will be for the purpose of determining the number of shares to be cancelled and the amount to be returned
to those shareholders whose names appear in the share register at that time. The cancellation will be
effected during the course of a short trading halt, the details of which will be advised through NZX/ASX in
due course.

26. Payment to shareholders will be made by direct credit in the case of those shareholders who have
previously provided bank account details to Tower. Direct credits will be made, within ten business days
after the Record Date. Each shareholder will be issued with a new shareholding statement showing the new
number of shares held following the cancellation of shares. Both the payment to shareholders and the
provision of a new shareholding statement will be undertaken by Tower’s share registrar.

27. For those shareholders that have not previously provided their bank account details to Tower, the share
registrar will make contact to obtain them by the Record Date. Payment will then be made within ten
business days of valid details having been provided (without interest) if they are not provided by the Record
Date, with the funds being dealt with as unclaimed dividends in the meantime in accordance with Tower’s
constitution (see clause 4.6).

28. Shareholders with an address on the register in Australia at 7:00pm (New Zealand time) on the Record Date
will be paid NZ$1.1858 converted into Australian dollars at the exchange rate organised by Tower’s share
registrar on or about that time, as approved by Tower. Any such shareholder who does not provide valid
bank account details by the Record Date, will have these funds held for them in accordance with paragraph
27 above.

TAXATION – NEW ZEALAND

29. The following is provided as general guidance as to the tax effect of the Scheme in New Zealand for New
Zealand tax resident shareholders. Shareholders should obtain independent taxation advice on the effect
of the Scheme based on their individual circumstances.

30. As noted above, Tower has received notification on 21 October 2024 from the Commissioner of Inland
Revenue under section CD 22 of the Income Tax Act 2007 (NZ) that no part of the amount that will be paid
($45 million) to shareholders on the share cancellation is in lieu of the payment of a dividend.

31. Consequently, the amount paid to shareholders under the Scheme will be treated as a return of capital and
not as a dividend for New Zealand income tax purposes.

32. This means the payment will generally not be taxable for New Zealand tax resident shareholders unless for
example:
a. the shareholder is a share dealer;
b. the shares were acquired for the dominant purpose of disposal; or
c. the amount received by a shareholder is derived from a profit-making undertaking or scheme.

TAXATION – AUSTRALIA

33. The following is provided as general guidance as to the tax implications for Australian tax resident
shareholders (Australian Shareholders). Australian Shareholders should obtain independent tax advice on
the effect of the Scheme based on their individual circumstances.

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34. Tower is applying to the ATO for a Class Ruling on behalf of the Australian Shareholders to confirm that no
part of the payment received by the Australian Shareholders under the Scheme will be treated as a dividend
for Australian tax purposes and that the payment will be treated as capital proceeds received by the
Australian Shareholders for the purposes of calculating any capital gain or loss on the cancellation of the
shares. The description below is based on a favourable Class Ruling being issued by the ATO. Regardless of
whether the Class Ruling is issued, or the outcome of the Class Ruling, Tower will proceed with the proposed
Scheme (subject to shareholder approval, final Court approval and the Key Scheme Condition remaining
satisfied when the Scheme is given effect).

35. If the ATO issues a Class Ruling, Tower will notify the Australian Shareholders as soon as the Class Ruling is
available by announcement on NZX/ASX and a copy of the Class Ruling will be published on the Tower
website. If the Class Ruling is not issued by the ATO, or the ATO disagrees with the view put to it in the
application for the Class Ruling, then the tax consequences for Australian Shareholders may be different to
the description below.

36. Under the Scheme, the shares held by an Australian Shareholder will be cancelled. The cancellation of the
shares will constitute a CGT event (CGT event C2). The CGT event will happen at the time the shares are
cancelled.

37. An Australian Shareholder will make a capital gain from the CGT event to the extent that the capital
proceeds received in respect of the cancellation of their shares (the payment they receive) is more than the
cost base of the shares (which will broadly include the amount paid to acquire the shares and certain non-
deductible costs associated with acquiring and holding the shares). An Australian Shareholder will make a
capital loss to the extent that the capital proceeds received in respect of the cancellation of the shares is
less than the reduced cost base of the shares.

38. To the extent that the Scheme results in an Australian Shareholder having a capital gain, they may be
entitled to reduce the gain under the CGT discount rules. Under the CGT discount rules, an Australian
Shareholder is generally able to reduce the capital gain (after first applying any current year or prior year
capital losses) by 50% where they are an individual or trust and by 33.33% where they are a complying
superannuation fund, provided that they have held the shares for at least 12 months before their
cancellation. The CGT discount is not available to Australian Shareholders that are companies.

39. An Australian Shareholder must include the net capital gain in their assessable income for the income year
in which the Scheme is implemented. If an Australian Shareholder makes a capital loss, this can be used to
offset other capital gains from the same income year or may be carried forward to offset capital gains
incurred in future income years. Specific loss recoupment rules apply to companies which determine
whether capital losses can be carried forward to future income years.

40. This section and the Class Ruling is only relevant for Australian Shareholders who hold their Tower shares
on capital account and does not apply to Australian Shareholders who:
a. hold their shares as trading stock or as revenue assets;
b. hold their shares as assets used in carrying on a business or as part of a profit making undertaking or
scheme;
c. who are Australian tax residents but who hold their shares as part of an enterprise carried on, at or
through a permanent establishment in a foreign country;
d. that are financial institutions, insurance companies, partnerships, tax exempt organisations, trusts
(except where expressly stated), superannuation funds (except where expressly stated) or temporary
residents of Australia; or
e. who are subject to the taxation of financial arrangements rules in Australia in relation to gains and
losses on their shares.

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FURTHER INFORMATION

41. Shareholders who have any questions about the effect of the Scheme on their investment should consult
their financial advisers.

42. Copies of the Court documents filed in relation to the Scheme, the initial Court orders and the Court minute
pursuant to which the orders were made, are available on the following website
https://www.tower.co.nz/investor-centre/.

Procedural Notes

Convening orders
The meeting referred to in this Notice of Meeting has been convened in accordance with an order of the High Court
of New Zealand made at Auckland on 16 December 2024.

The scheme of arrangement referred to in Resolution 3 is recorded in the Arrangement Document annexed to this
Notice of Meeting.

A copy of Tower’s application to the Court for final orders sanctioning the scheme of arrangement (dated 28
November 2024) accompanies this Notice of Meeting.

A copy of the interlocutory orders made by the Court (dated 16 December 2024) accompany this Notice of Meeting,
together with the Court’s minute pursuant to which the interlocutory orders were made.

This Notice of Meeting has been submitted to NZ RegCo in accordance with NZX Listing Rule 7.1.1 and NZ RegCo has
provided written confirmation that it does not object to this Notice of Meeting. However, NZX accepts no
responsibility for any statement in this Notice of Meeting.

Eligibility to vote
If you are a shareholder whose name is recorded in the Tower share register at the close of business on 7 February
2025, 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 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, and will vote as you have directed in the Proxy Form, and if you have ticked
the “Proxy’s Discretion” box, the Chair will vote in favour of that resolution as indicated above.

To be valid, a completed Proxy Form (and any power of attorney under which it is signed together with a signed
certificate of non-revocation of the power of attorney) must be deposited with Computershare no later than 10am
(NZT) 9 February 2025.

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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 if in 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.

Resolutions
Resolutions 1 to 2 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 2.

Resolution 3 is a special resolution. The special resolution must be approved by a majority of 75% of votes of those
shareholders entitled to vote and voting on the resolution. No shareholder is prohibited from voting on the special
resolution and all shareholders will vote together as one class. In this respect, section 236A of the Companies Act
1993 does not apply as the Scheme does not involve a change in the relative percentage of voting rights held or
controlled by any Tower shareholder for the purposes of section 236A.

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 with and ready to start at 10am.

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).

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ARRANGEMENT DOCUMENT

Scheme of Arrangement pursuant to Part 15 of the Companies Act 1993 (NZ)

BETWEEN: Tower Limited and the holders of shares in Tower Limited.

1. INTERPRETATION

1.1 In this document, unless the context otherwise requires:

“Annual Meeting” means the annual meeting of shareholders of Tower, and any adjournment of that meeting,
to be held to, among other things, consider and, if thought fit, approve the Scheme.

“Business Day” means a day on which the stock exchanges operated by NZX and ASX are open for trading.

“Conditions” means the Board, at its sole discretion, remaining satisfied that:

(a) Tower is complying with solvency and regulatory capital requirements, including under its capital
management process requirements, up to the Condition Time; and

(b) it remains prudent to undertake the Scheme up to the Condition Time.

“Condition Time” means 8:00am (New Zealand time) on the Implementation Date.

“Implementation Date” means the date on which Shares are to be cancelled under the Scheme.

“Record Date” means 14 March 2025, or the date five Business Days after the date on which the final order from
the High Court of New Zealand is made pursuant to section 236(1) of the Companies Act 1993 sanctioning the
arrangement, whichever is the latest.

“Scheme” means the proposed scheme of arrangement between Tower and its Shareholders, the terms of
which are set out in this document.

“Share” means an ordinary share in Tower.

“Shareholder” means each person who is registered in the share register of Tower as the holder of a Share at
7:00pm (New Zealand time) on the Record Date.

“Tower” means Tower Limited.

2. ARRANGEMENT

2.1 Subject to the satisfaction of the Conditions as at the Condition Time, one Share for every ten Shares
registered in the name of each Shareholder at 7:00pm (New Zealand time) on the Record Date shall be
cancelled (together with all the rights attaching to those Shares). For this purpose, fractions of a Share shall
be rounded up or down to the nearest whole Share (with 0.5 rounded down).

2.2 Within ten Business Days after the Record Date, Tower shall pay on a date chosen by it within that period,
to each Shareholder for each Share registered in the name of that Shareholder which has been cancelled in
accordance with clause 2.1:

(a) where that Shareholder has at 7:00pm (New Zealand time) on the Record Date an address on the share
register other than in Australia, NZ$1.1858; or

13


(b) where that Shareholder has at 7:00pm (New Zealand time) on the Record Date an address on the share
register in Australia, NZ$1.1858 converted into Australian dollars at the exchange rate organised by Tower’s
share registrar on or about that time, as approved by Tower,

provided that at the Condition Time the Conditions have been satisfied.

2.3 Payments will be made by electronic funds transfer to a bank account for the Shareholder where Tower or
its share registrar holds sufficient details to make payment in that manner. Where an electronic funds
transfer has failed, or Tower and its share registrar do not hold sufficient details to make payment, funds
will be dealt with as unclaimed distributions in accordance with clause 4.6 of Tower’s constitution (without
any interest on any payment thereunder).

3. Amendment of Scheme

3.1 Tower reserves the right to amend this Scheme at any time and from time to time provided that any such
amendment must be contained in a written document which is filed with the Court and, if made following
the Annual Meeting, approved by the Court and communicated to the shareholders of Tower in the manner
required by the Court (if so required).

3.2 Any amendment to this Scheme may be proposed by Tower at any time prior to or at the Annual Meeting
with or without any other prior notice or communication and, if so proposed and accepted by the persons
voting at the Annual Meeting, will become part of this Scheme for all purposes.

4. Lapse of Scheme

4.1 If the Conditions are not satisfied as at the Condition Time, the Scheme will lapse and be of no effect, with
the consequence that no Shares will be cancelled or funds paid to Shareholders hereunder.

14


DIRECTIONS TO VENUE AND PARKING DETAILS

Venue Location World Cup Lounge West (Te Ipu o te Ao Wēta) Level 4, Samsung South Stand,
Reimers Avenue, Kingsland, Auckland. Eden Park is well served by rail and bus services. Kingsland
train station is a short walk from Eden Park. Parking is available through entrance Gate B off Walters
Road or Gate G off Reimers Avenue.

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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
The Annual Meeting of Shareholders of Tower Limited (Tower) to be held on Tuesday, 11 February 2025 at 10am (NZT).
Held both online at Computershare’s online web platform at www.meetnow.global/nz and in the World Cup Lounge West
(Te Ipu o te Ao Wēta) Level 4, Samsung South Stand, Reimers Avenue, Kingsland, Auckland.
For your vote to be effective it must be received by 10:00am (NZT) Sunday, 9 February 2025.
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 (but you will
not be able to vote if you have appointed a Proxy).
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, to the extent permitted by the NZX Listing
Rules, ASX Listing Rules, and Tower’s constitution.
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.
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 Eden Park.
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, 9 February 2025.
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:

Annual Meeting of Shareholders of Tower Limited (Tower) to
be held online at www.meetnow.global/nz and
World Cup Lounge West (Te Ipu o te Ao Wēta) Level 4,
Samsung South Stand, Reimers Avenue, Kingsland,
Auckland on Tuesday, 11 February 2025 at 10am (NZT).
For your proxy vote to be effective it must be received by
10:00am (NZT) Sunday, 9 February 2025.
Proxy/Corporate Representative Form
Step 1: Appoint a Proxy/Corporate Representative to vote on your behalf
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 (Tower) to be held online at
www.meetnow.global/nz and in the World Cup Lounge West (Te Ipu o te Ao Wēta) Level 4, Samsung South Stand, Reimers Avenue,
Kingsland, Auckland on Tuesday, 11 February 2025 at 10am (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 name
ATTENDANCE SLIP
Telephone (day)Date
Securityholder 2
(if second joint securityholder)
Securityholder 3
(if third joint securityholder)
1 Auditor Remuneration
That the Board be authorised to determine the auditor’s fees and expenses for the 2025
financial year.
2 Re-election of Marcus Nagel
That Marcus Nagel, who retires by rotation in accordance with NZX Listing Rule 2.7.1, be
re-elected as a Director of Tower.
3 Capital Return
That the scheme of arrangement relating to the return of capital to shareholders, as
set out in the Arrangement Document annexed to the Notice of Meeting, dated
10 January 2025, be approved.
To consider and, if thought fit, to pass the following special resolution:

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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.