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


19 January 2026


Tower Limited Notice of Annual Meeting and Proxy Form

Attached are Tower Limited’s Notice of Annual Meeting and Proxy Form.

The Annual Shareholder Meeting will be a hybrid meeting, held at 10am on 18 February 2026, online at
Computershare’s web platform www.meetnow.global/nz and at Tote on Ascot, 100 Ascot Avenue, Remuera.

ENDS

This announcement is authorised by Paul Johnston, Chief Executive Officer.


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

---

Notice of
Annual Meeting
Dear Shareholder,
On behalf of the Board of Directors, I am pleased to invite you to the 2026 Annual Meeting of
Shareholders of Tower Limited (Tower) on 18 February 2026 at 10.00am (NZT).
Tower’s Annual Shareholder Meeting will be a hybrid meeting, held both online at Computershare
online web platform at meetnow.global/nz and at Tote on Ascot, 100 Ascot Avenue, Remuera on
Wednesday 18 February 2026 at 10.00am (NZT). When participating online, shareholders will require
their shareholder number, found on the enclosed proxy form or on email, for verification purposes.
Online participant details are set out in the Procedural Notes below.
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
(Ordinary 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 2026 financial year.”
Re-election of Directors
(Ordinary Resolutions 2 and 3)
In accordance with NZX Listing Rule 2.7.1 and Tower’s Constitution, Geraldine McBride retires by
rotation, and being eligible, offers herself for re-election.
Naomi Ballantyne was appointed to the Board to fill a casual vacancy. In accordance with NZX
Listing Rule 2.7.1 and Tower’s constitution she cannot hold office after this annual meeting without
re-election. Being eligible to do so, she offers herself for election.

Notice of
Annual Meeting
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:
Ordinary Resolution 2
Re-election of Geraldine McBride as Director of Tower.
“That Geraldine McBride, who retires by rotation in accordance with NZX Listing Rule 2.7.1, be re-elected
as a Director of Tower.”
Ordinary Resolution 3
Re-election of Naomi Ballantyne as Director of Tower.
“That Naomi Ballantyne, who retires in accordance with NZX Listing Rule 2.7.1, be elected as a Director
of Tower.”
Michael Stiassny
Chair
19 January 2026

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 Geraldine McBride
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,
IBM, National Australia Bank and Fisher & Paykel Healthcare. Geraldine is the
founder and CEO of MyWave. Geraldine holds a Bachelor of Science from
Victoria University and is a Chartered Member of the NZIOD.
Geraldine resides in Christchurch - New Zealand.
Item 3: Re-election of Naomi Ballantyne
Naomi Ballantyne brings a wealth of experience and expertise in the financial
services sector, particularly in the New Zealand insurance industry. In 2023,
Ms Ballantyne sold Partners Life Limited, the highly successful insurance
company she founded in 2010.
An entrepreneur with both executive and governance skills, Ms Ballantyne is
currently the Managing Director of KNK Consulting Limited, Chair of insurance
distribution group TAP Group Limited, and a Director of Dai-ichi Life Asia
Pacific Limited – the regional office of International Life Insurance Corporation.
Prior to this, Ms Ballantyne founded and was the Managing Director of Unique
Solutions and Advice Limited and ING Life (NZ) (now Chubb) and served
as Chief Operating Officer of Sovereign Limited (now AIA) for 12 years. Her
previous directorships include Accuro Health Insurance, Newpark Financial
Services Limited, Club Life Limited, and New Zealand Superannuation
Services Limited.
Naomi is a graduate of the London Business School and holds a Post Graduate
Diploma in General Management from the University of Auckland.
Naomi was appointed by the Board to fill a casual vacancy. She will retire
at the Annual Shareholders Meeting in February 2026 and is eligible for re-
election.
Naomi resides in Whangārei - New Zealand.

Procedural Notes
Eligibility to vote
If you are a shareholder whose name is recorded
in th e Tower share register at the close of
business on 16 February 2026, 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 shareholder may exercise their right to vote in
three ways. Namely by appointing a proxy and
voting online in advance of the meeting,
attending the meeting in person or via the
Computershare Online Meeting Platform and
voting during the meeting. A Proxy/Voting Form
is included with this Notice of Meeting and
contains additional details around voting and
appointing a proxy. 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. Y
ou 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
10am (NZT) 16 February 2026.
Completing Proxy Forms
A completed Proxy Form may be deposited by:
Online
Go to investorvote.co.nz
1.Use the control number and CSN/shareholder
number found on the Proxy Form and
registered 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, 2 and 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 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 available at
computershare.com/vm-guide-nz 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).
Directions to venue and parking details
Tower Annual Shareholder Meeting
The Tote on Ascot
100 Ascot Avenue, Remuera, Auckland 1051
Event entry
Enter through Gate 5
Event parking
Gate 5

---

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 Wednesday, 18 February 2026 at 10am (NZT).
Held both online at Computershare’s online web platform at www.meetnow.global/nz and in the Tote on Ascot, 100 Ascot
Avenue, Remuera, Auckland.
For your vote to be effective it must be received by 10:00am (NZT) Monday, 16 February 2026.
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 and in person.
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 should 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 Monday, 16 February 2026.
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
Tote on Ascot, 100 Ascot Avenue, Remuera, Auckland on
Wednesday, 18 February 2026 at 10am (NZT).
For your proxy vote to be effective it must be received by
10:00am (NZT) Monday, 16 February 2026.
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 Tote on Ascot, 100 Ascot Avenue, Remuera, Auckland on Wednesday, 18 February 2026 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 2026
financial year.
3 Re-election of Naomi Ballantyne
That Naomi Ballantyne, who retires by rotation in accordance with NZX Listing Rule 2.7.1, be
re-elected as a Director of Tower.
2 Re-election of Geraldine McBride
That Geraldine McBride, who retires by rotation in accordance with NZX Listing Rule 2.7.1, be
re-elected as a Director of Tower.