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Proxy Advisory Report

NZXplorer Governance Standards v1.0.0
Tower Limited (TWR)|Meeting: 11 February 2025

1

Vote FOR

0

Vote AGAINST

2

REFER

2

Flags Raised

Company Context

GRS Score

64.83/100 (Good)

Board Size

10 directors

Independence

30%

Gender Diversity

30% female

CEO Compensation

$1.3M

1-Year Return

1550.6%

Auditor

Unknown

VQS

89/100

Resolution Recommendations (3)

Auditorlow confidence

That the Board be authorised to determine the auditor’s fees and expenses for the 2025 financial year.

REFER

No governance concerns identified based on available data.

No governance concerns identified
Director Electionmedium confidence

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

FOR

Vote FOR with noted concerns: Board Independence.

Flags (1)

Board IndependenceFOR

Board independence is 30% (3/10), below the 50% minimum. Non-independent directors may face opposition.

independence ratio: 0.3independent count: 3board size: 10threshold: 0.5director independent: true
Actual result: 87.3% FORPassed
Capital Managementlow confidence

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

REFER

Flagged for review due to: Capital Raise Frequency. Case-by-case assessment recommended.

Flags (1)

Capital Raise FrequencyREFER

4 capital raises in 12 months exceeds the 2 threshold. Frequent capital raising may indicate financial stress or poor capital planning.

raises 12m: 4threshold: 2
Actual result: 99.3% FORPassed

About this report

Recommendations generated by the NZXplorer Governance Standards (v1.0.0) rule engine. 34+ rules across 8 resolution categories evaluate board composition, remuneration practices, auditor independence, and capital management against configured governance thresholds.

Data sources: NZX company announcements, annual reports, AGM voting records, financial statements, and Notice of Meeting documents where available. Some data gaps may affect recommendation accuracy.

Important Notice

This report is automated governance analysis generated by a rules-based scoring methodology. It is not personalised financial advice, a recommendation to acquire or dispose of a financial product, or an investment recommendation within the meaning of the Financial Markets Conduct Act 2013 (NZ).

NZXplorer is not a Financial Advice Provider under the FMCA. Voting recommendations reflect the application of published governance standards to publicly available data and should not be relied upon as a substitute for professional advice. Shareholders should read the full Notice of Meeting and consult their own advisers before voting.

Methodology, thresholds, and data sources are disclosed in full. If you believe any data is incorrect, contact hello@nzxplorer.co.nz.

Data sourced from publicly available records. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.