Issue of unlisted share rights under Tower'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
24 January 2025


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 1,206,987 ordinary shares to 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:

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

---

Template
Capital Change Notice

Updated as at June 2023


Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A, Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

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 1,206,987
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)
1

27.36%
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 11 December
2027, 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

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

arising out of the ownership of
shares.
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.
5,618,567
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
2
24 January 2025
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Michael Stiassny
Contact person for this announcement Tania Pearson
Contact phone number 021 900 104
Contact email address tania.pearson@tower.co.nz
Date of release through MAP

24 January 2025
2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).