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Proxy Advisory Report

NZXplorer Governance Standards v1.0.0
Tower Limited (TWR)|Meeting: 18 February 2026

1

Vote FOR

1

Vote AGAINST

1

REFER

4

Flags Raised

Company Context

GRS Score

64.83/100 (Good)

Board Size

10 directors

Independence

30%

Gender Diversity

20% 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 2026 financial year

REFER

No governance concerns identified based on available data.

No governance concerns identified
Director Electionhigh confidence

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

AGAINST

Vote AGAINST recommended due to: Board Independence, Gender Diversity.

Flags (2)

Board IndependenceAGAINST

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: false
Gender DiversityFOR

Board gender diversity is 20% female (2/10), below the 30% target.

female ratio: 0.2female count: 2board size: 10threshold: 0.3
Director Electionmedium confidence

That Naomi Ballantyne, 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, Gender Diversity.

Flags (2)

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
Gender DiversityFOR

Board gender diversity is 20% female (2/10), below the 30% target.

female ratio: 0.2female count: 2board size: 10threshold: 0.3

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.