TOWER Limited : Notice of Annual General Meeting/Proxy Form

Notice is hereby given that the Annual Meeting of Shareholders of TOWER Limited will be held in the Newmarket Room, Ellerslie Events Centre, 80 Ascot Avenue, Remuera, Auckland, New Zealand on Wednesday 8 February 2012

at 10.00am (New Zealand time).

Notice of Annual Meeting

TOWER Limited

NOTICE Of ANNUAL MEETING TOWER LIMITED

Agenda

1. Chairman's introduction and review

Introduction and review by the Chairman in relation to the financial year ended 30 September 2011. (See Explanatory
Note re items 1 and 2)

2. Group Managing Director's review

Review by the Group Managing Director in relation to the financial year ended 30 September 2011. (See Explanatory
Note re items 1 and 2)

3. Appointment and remuneration of auditor

To record the reappointment of PricewaterhouseCoopers as auditor of the company and to authorise by ordinary resolution the Directors to fix the auditor's remuneration for the coming year. (See Explanatory Note re item 3)

4. Re-election and election of Directors

Michael Jefferies and Denis Wood retire by rotation and, being eligible, offer themselves for re-election. Michael Allen retires, having been appointed as a director by the directors and being eligible, offers himself for
election.
Accordingly, each by way of separate ordinary resolution:

ƒ To re-elect Michael Jefferies as a Director;

ƒ To re-elect Denis Wood as a Director;

ƒ To elect Michael Allen as a Director.

(See Explanatory Note re item 4 for biographical details)

5. General Business

To consider any other business that may be properly brought before the meeting.
Refreshments will be served following the meeting.
Bronwyn Walsh 16 January 2012
Company Secretary

PROXIES

A Proxy form is included with this Notice of Annual Meeting. A shareholder entitled to vote at the meeting but who cannot attend may appoint a Proxy to attend the meeting and vote on his or her behalf. A Proxy need not be a TOWER Limited shareholder.
To be valid, a completed Proxy form (and any power of attorney under which it is signed) must be deposited with
TOWER Limited no later than 10:00am (New Zealand time) on friday 3 february 2012.
A completed Proxy form may be deposited by posting in New Zealand to TOWER Share Registry, Computershare Investor Services Limited, Private Bag 92119, Auckland 1142, New Zealand, or in Australia to TOWER Share Registry, Computershare Investor Services Pty Limited, GPO Box 242. Melbourne, VIC 3001, Australia. A Proxy form may also be deposited by faxing it to [phone].

ELIGIBILITY TO VOTE

Any shareholder whose name is recorded in the TOWER Limited share register at the close of business on friday 3 february 2012 is entitled to attend the meeting and vote either in person or by Proxy (subject to the time limits for returning Proxy forms).

ORDINARY RESOLUTIONS OF SHAREHOLDERS

An ordinary resolution is a resolution approved by a majority of 50% or more of votes of those shareholders entitled to vote and voting on the resolution.

NOTICE Of ANNUAL MEETING TOWER LIMITED

WEBCAST

An audio webcast of the Annual Meeting will be played live on the TOWER website: www.tower.co.nz. It will also be available on the TOWER website for replay on demand shortly after the meeting.

RSVP

Please fill out and return the RSVP form by using the enclosed pre paid envelope if you are planning to attend the
Annual Meeting including any questions you may have.

Explanatory Notes

Explanatory Note re items 1 and 2: Chairman's and Group Managing Director's reviews

The Chairman and Group Managing Director will each give a presentation in respect of the financial year ended 30
September 2011. Events occurring after 30 September 2011 will also be discussed.
Shareholders can access a copy of the annual report for the year ended 30 September 2011 on TOWER's website, www.tower.co.nz.
Highlights for the financial year ended 30 September 2011 include:

ƒ Total equity increased to $455.5 million

ƒ Net asset backing per share increased to $1.72 per share

ƒ Strong balance sheet with gearing maintained at 15%

ƒ Profitable results across all business segments

ƒ Group net profit after tax of $33.4 million

ƒ Annual dividend of 6 cents per share

Trends since separation of the New Zealand business from Australia at the end of 2006 are set out below (for the year ended 30 September):

2007 2008 2009 2010	2011
Net profit after tax 34.6m 40.5m 50.1m 58.1m	33.4m
Total equity 261.9m 294.2m 404.4m 441.3m	455.5m
Earnings per share 16.39 21.12 24.31 22.33	12.57
Dividend 6cps 8cps 9cps 10cps	6cps
Net assets per share $1.38 $1.53 $1.59 $1.69	$1.72

Explanatory Note re item 3: Appointment and remuneration of auditor

Section 200 of the Companies Act 1993 provides that a company's auditor is automatically re-appointed unless there
is a resolution or other reason for the auditor not to be re-appointed. The Company wishes PricewaterhouseCoopers to continue as the Company's auditor, and PricewaterhouseCoopers has indicated its willingness to do so.
Section 197(a) of the Companies Act 1993 provides that the fees and expenses of PricewaterhouseCoopers are to be fixed in such a manner as the Company determines at the Annual Meeting. The Board proposes that, consistent with past practice, the auditor's fees be fixed by the directors.

Explanatory Note re item 4: Re-election and election of directors

The NZSX Listing Rules and ASX Listing Rules require that at least one third of the directors or, if their number is not a multiple of three, than the number nearest to one third, shall retire from office at the annual meeting each year, but shall be eligible for re-election at that meeting. The directors to retire are those who have been longest in office since their last election.
Two directors are required to retire at this meeting. Michael Jefferies and Denis Wood are the directors longest in office, and being eligible, offer themselves for re-election.
The NZSX Listing Rules and ASX Listing Rules require that any person appointed as a director by the directors must retire at the next annual meeting. Accordingly, Michael Allen retires and, being eligible, offers himself for election.
Background details of directors offering themselves for re-election, or election, at this Annual Meeting are set out on the back page.

NOTICE Of ANNUAL MEETING TOWER LIMITED

MICHAEL JEFFERIES BCom, CA NON-EXECUTIVE DIRECTOR Member of Audit and Compliance Committee and Member of Investment Committee

Mr Jefferies was appointed to the TOWER Board in December 2006. He is a chartered accountant with extensive experience in finance and investment and is a senior executive of the Guinness Peat Group. Mr Jefferies is currently Chairman of Touch Holdings Limited and a director of Ozgrowth Limited, Metals X Limited, ClearView Wealth Limited and Capral Limited. He resides in Perth, Australia.
The Board considers that Mr Jefferies is not independent as a result of being nominated for appointment to the Board by Guinness Peat Group, a substantial shareholder of TOWER.

DENIS WOOD MA (Hons) NON-EXECUTIVE DIRECTOR Chairman of Investment Committee, Member of Audit and Compliance Committee, Member of Remuneration and Appointments Committee

Mr Wood was elected to the TOWER Board in May 2005. He previously had a career in investment banking and has extensive experience in investment management, corporate restructuring, strategic planning and capital raising.
Mr Wood is the Chairman of Mercy Healthcare Auckland Limited, and a Director of Genesis Power Limited and The
Colonial Motor Company Limited. He resides in Auckland, New Zealand. The Board considers Mr Wood to be an Independent Director.

MICHAEL ALLEN LLB, BCom NON-EXECUTIVE DIRECTOR

Mr Allen was appointed to the TOWER Board as a non-executive director in June 2011. He has over 25 years experience in investment banking and general management, both in New Zealand and the UK. Mr Allen is Chairman of Environment Investments Limited and holds a number of directorships throughout New Zealand and overseas. He previously held various senior roles at Southpac Corporation and Westpac in New Zealand. He resides in Auckland, New Zealand.
The Board considers that Mr Allen is not independent as a result being nominated for appointment to the Board by
Guinness Peat Group, a substantial shareholder of TOWER.

Explanatory Note 4: General business

There will be an opportunity to raise any other business that may be properly brought before the meeting which has not otherwise been addressed.

DIRECTIONS TO ELLERSLIE EVENTS CENTRE FROM THE SOUTHERN MOTORWAY

Ellerslie Racecourse is well sign posted from the Southern Motorway.

ƒ The best exit is Greenlane.

ƒ At the roundabout turn left if travelling from the north on the motorway, or right if travelling from the south.

ƒ At the first set of lights turn right and follow the signs to the Ellerslie Event Centre. Car parking is free and directly behind the Ellerslie Event Centre.

Notice of Annual Meeting

TOWER Limited

NOTICE OF ANNuAl MEETINg TOWER lIMITEd

RSVP Form

To assist our planning for attendance at the Annual Meeting, please complete this form and return using the pre paid envelope by Friday, 3 February 2012 should you wish to attend.

ANNUAL MEETING

I / We will be attending the Annual Meeting at
Ellerslie Events Centre, 80 Ascot Avenue, Remuera, Auckland, New Zealand on Wednesday 8 February 2012 at 10.00am
Numbers attending Name(s) Shareholder number

QUESTIONS FROM SHAREHOLDERS

Your questions regarding any matter relating to TOWER that may be relevant to shareholders are important to us.
We invite you to record your questions on this form. Questions should relate to matters that are relevant to the Annual Meeting, including matters arising from the financial reports and any general questions regarding the performance of TOWER.
Alternatively, you can email your questions to [e-mail]

Lodge your vote

By Mail

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142

New Zealand

or Computershare Investor Services Pty Limited

GPO Box 242

Melbourne VIC 3001

Australia

By Fax

[phone]

or [phone]

For all enquiries contact

[phone] or 1800 501 366

[e-mail]

For your vote to be effective it must be received by 10:00 am Friday 3 February 2012 Proxy/Voting Form How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting of your holding

Direct your proxy how to vote by marking one of the boxes opposite each item

of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission.

Signing Instructions for Postal Forms

Individual

Where the holding is in one name, the securityholder must sign.

Joint Holding

Where the holding is in more than one name, all of the securityholders should sign.

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 the Company) and a signed certificate of non-revocation of the power of attorney must be produced to the Company with this Proxy Form.

Companies

This form must be signed by a Director jointly with either another Director or a Company Secretary, or a Sole Director can also sign alone. Please sign in the appropriate place and indicate the office held.

Comments & Questions

If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form to vote

Proxy/Corporate Representative Form

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of TOWER Limited

hereby appoint of

or failing him/her of

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 he/she sees fit) at the Annual General Meeting of TOWER Limited to be held in the Newmarket Room, Ellerslie Events Centre, 80 Ascot Avenue, Remuera, Auckland on Wednesday, 8 February 2012 at 10:00 am and at any adjournment of that meeting.

Step 2

Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)

Please note: If you mark Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Ordinary Business

Item 1 Appointment and remuneration of the auditor

To record the reappointment of PricewaterhouseCoopers as auditor of the company and to authorise by ordinary resolution the Directors to fix the auditor's remuneration for the coming year.

(See Explanatory Note re item 3)

Item 2 To re-elect Michael Jefferies as a Director

Item 3 To re-elect Denis Wood as a Director

Item 4 To elect Michael Allen as a Director

For Against

Proxy

Discretion Abstain

SIGN

Signature of Securityholder(s) This section must be completed.

Securityholder 1 Securityholder 2 Securityholder 3

or Sole Director and Sole Company Secretary or Director or Director/Company Secretary

Contact Name Contact Daytime Telephone Date

atteNdaNce SlIp

Annual General Meeting of TOWER Limited to be held in the Newmarket Room, Ellerslie Events Centre, 80 Ascot Avenue, Remuera, Auckland on Wednesday, 8 February 2012 at 10:00 am.