TOWER LIMITED — Capital/Financing Update 2009

Dec 21, 2009

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22 December 2009

Market Information Company Announcements Office NZX Limited Australian Stock Exchange Limited Level 2, NZX Centre Exchange Centre 11 Cable Street Level 6, 20 Bridge Street PO Box 2959 Sydney NSW 2000 Wellington AUSTRALIA New Zealand ARBN 088 481 234 Incorporated in New Zealand

TOWER Limited - Issue of Options to Executives

Please find attached the following documents:

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• Notice of issue of options to executives pursuant to NZSX listing rule 7.12.1 ASX Listing Rules - Appendix 3B

• Officers’ disclosure notices pursuant to the Securities Markets Act 1988 (x 5) ASX Listing Rules - Appendix 3Y

Yours faithfully

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Bronwyn Walsh Company Secretary TOWER Limited

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22 December 2009

Notice of issue of options pursuant to NZSX Listing Rule 7.12.1

TOWER Limited advises that, following the offer of options to selected executives on 15 December 2009, 600,000 options to acquire ordinary shares have been issued as follows:

• (a) Class of Security: Unlisted options to acquire one fully paid ordinary share

• (b) Number issued: 600,000

• (c) Nominal value/ issue price: Nil

• (d) Payment terms: Not applicable

• (e) Amount paid up: Not applicable

• (f) Percentage of total class issued: 9.15%

• (g) Reason for issue: Issue of options under TOWER Executive Share Option Plan

• (h) Authority for issue: Directors' resolution

• (i) Terms of issue: Options may be exercised for exercise price of $1.93 per option during exercise period commencing on 3 December 2012 and expiring on 2 December 2015 if growth in TOWER's Total Shareholder Return is at least 10% compounded annually (and for each year on a proportionate basis) for the period between the date of grant of the option and the date of measurement. Unexercised options lapse at expiry of exercise period (or sooner if the eligible executive ceases to be employed by the TOWER Group).

• (j) Total number of securities after issue: 6,555,608 unlisted options

• (k) Not applicable

• (l) Date of issue: 22 December 2009

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Bronwyn Walsh Company Secretary TOWER Limited

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

TOWER Limited

ABN

088 481 234

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Options to purchase ordinary shares
	600,000
	Exercise price NZ$1.93 per option. The exercise period for the options will commence on 3 December 2013 and expire on 2 December 2015 when any remaining unexercised options will lapse (or sooner if the eligible executive ceases to be employed bythe TOWER Group).

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Each share issued on exercise of an option all respects from the date of will rank equally with existing ordinary allotment with an existing[+] class TOWER shares. of quoted[+] securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Consideration for the issue of options to the eligible executive is the provision of services to TOWER by the executive. Consideration for the issue of shares on exercise is NZ $1.93 per option. 6 Purpose of the issue As part of the eligible executive's (If issued as consideration for the employment package. acquisition of assets, clearly identify those assets) 7 Dates of entering +securities N/A into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 254,882,993 Fully Paid Ordinary +securities quoted on ASX Shares ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

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24/10/2005

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 6,555,608 Options +securities not quoted on ASX ( including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a No entitlement until exercised. If exercised, trust, distribution policy) on the as for ordinary shares. increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	Is security holder	approval
	required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which the	+securities
	will be offered
14	+Class of+securities to	which the
	offer relates
15	+Record date to	determine
	entitlements
16	Will holdings on	different
	registers (or subregisters) be
	aggregated for calculating
	entitlements?
17	Policy for deciding entitlements
	in relation to fractions
18	Names of countries in	which the
	entity has+security holders who
	will not be sent new issue
	documents
	Note: Security holders must be	told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations

• See chapter 19 for defined terms.

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Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance?

• See chapter 19 for defined terms.

Appendix 3B New issue announcement

• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000

• 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

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• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

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• There is no reason why those[+] securities should not be granted +quotation.

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• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

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• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

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• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Company Secretary

Date: 22 December 2009

Print name: Bronwyn Walsh

• See chapter 19 for defined terms.

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DISCLOSURE NOTICE

Disclosure of Directors and Officers Relevant Interests

(Section 19T, Securities Markets Act 1988)

A. Disclosure obligation (tick box to note which disclosure obligation applies)

Initial disclosure (complete Parts A, B, C, D, F, and G of this notice) Ongoing disclosure (complete Parts A, B, C, E, F and G of this notice) √

B. Preliminary

1. Name 2. NZX company code of issuer Name of issuer 3. Name of related body corporate (if applicable) 4. Position you hold in the issuer 5 . Date of this disclosure notice

Robin Albert Flannagan/ Eric John O'Sullivan TWR TOWER Limited N/A Group Managing Director / Group Chief Financial Officer 22-Dec-09

C. Nature of relevant interest

1. Name of registered holder(s) of security (as required by regulation 6A(b) or regulation 7(b))

2. Class and type of security (as required by regulation 6B or regulation 8)

3. 8 . Nature of relevant interest in security (as required by regulation 6A (a) or regulation 7(a))

D. Date (for initial disclosure)

1. Date of disclosure obligation (as required by regulation 6C)

E. Transaction (for ongoing disclosure)

1. Date of last disclosure (as required by regulation 13)

2. Date(s) of acquisition(s) or disposal(s) (as required by regulation 9)

3. Number of transactions (as required by regulation 12(2), if applicable)

4. Nature or type of transaction (as required by regulation 11(1)(a))

5. Consideration (as required by regulation 10) 15. Number of securities held prior, set out by class and type (as required by regulation 8) 16. Number of securities subject to acquisition or disposal (as required by regulation 11(1)(b))

F. Extent of relevant interest

1. Number of securities held now, set out by class and type (as required by regulation 6B or regulation 8)

Signature (as required by regulation 14)

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TOWER Option Scheme Limited Ordinary shares & options to acquire ordinary shares Non beneficial as directors of the registered holder, TOWER Option Scheme Limited, which is the trustee of the TOWER Executive Share Option Plan - 10-Dec-09 22-Dec-09 1 Issue of options under Executive Share Plan Nil 5,955,608 options and 50,276 shares 600,000 options 6,555,608 options and 50,276 shares Bronwyn Walsh Company Secretary

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DISCLOSURE NOTICE

Disclosure of Directors and Officers Relevant Interests

(Section 19T, Securities Markets Act 1988)

A. Disclosure obligation (tick box to note which disclosure obligation applies)

Initial disclosure (complete Parts A, B, C, D, F, and G of this notice) [Drafting note: Ongoing disclosure (complete Parts A, B, C, E, F and G of this notice) x Select applicable option]

B. Preliminary

1. Name 2. NZX company code of issuer Name of issuer 3. Name of related body corporate (if applicable) 4. Position you hold in the issuer 5 . Date of this disclosure notice C. Nature of relevant interest 6. Name of registered holder(s) of security (as required by regulation 6A(b) or regulation 7(b)) 7. Class and type of security (as required by regulation 6B or regulation 8) 8 . Nature of relevant interest in security (as required by regulation 6A (a) or regulation 7(a)) D. Date (for initial disclosure) 9. Date of disclosure obligation (as required by regulation 6C)

E. Transaction (for ongoing disclosure)

1. Date of last disclosure (as required by regulation 13) 11. Date(s) of acquisition(s) or disposal(s) (as required by regulation 9) 12. Number of transactions (as required by regulation 12(2), if applicable) 13. Nature or type of transaction (as required by regulation 11(1)(a)) 14. Consideration (as required by regulation 10) 15. Number of securities held prior, set out by class and type (as required by regulation 8) 16. Number of securities subject to acquisition or disposal (as required by regulation 11(1)(b))

F. Extent of relevant interest

1. Number of securities held now, set out by class and type (as required by regulation 6B or regulation 8)

Signature (as required by regulation 14)

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Sam Stubbs TWR TOWER Limited N/A CEO Investments 22-Dec-09 Sam Stubbs Options to acquire ordinary TOWER shares Beneficial N/A 23-Dec-08 22 December 2009 1 Acquisition of options The provision of services to TOWER pursuant to the holder's employment contract 200,000 options 200,000 options 400,000 options Notice given by TOWER pursuant to clause 14 of the Securities Markets Act (Disclosure of Relevant Interests by Directors and Officers) Exemption Notice 2004

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DISCLOSURE NOTICE

Disclosure of Directors and Officers Relevant Interests

(Section 19T, Securities Markets Act 1988)

A. Disclosure obligation (tick box to note which disclosure obligation applies)

Initial disclosure (complete Parts A, B, C, D, F, and G of this notice) [Drafting note: Ongoing disclosure (complete Parts A, B, C, E, F and G of this notice) x Select applicable option]

B. Preliminary

1. Name 2. NZX company code of issuer Name of issuer 3. Name of related body corporate (if applicable) 4. Position you hold in the issuer 5 . Date of this disclosure notice

C. Nature of relevant interest

1. Name of registered holder(s) of security (as required by regulation 6A(b) or regulation 7(b)) 7. Class and type of security (as required by regulation 6B or regulation 8) 8 . Nature of relevant interest in security (as required by regulation 6A (a) or regulation 7(a))

D. Date (for initial disclosure)

1. Date of disclosure obligation (as required by regulation 6C)

E. Transaction (for ongoing disclosure)

1. Date of last disclosure (as required by regulation 13) 11. Date(s) of acquisition(s) or disposal(s) (as required by regulation 9) 12. Number of transactions (as required by regulation 12(2), if applicable) 13. Nature or type of transaction (as required by regulation 11(1)(a)) 14. Consideration (as required by regulation 10) 15. Number of securities held prior, set out by class and type (as required by regulation 8) 16. Number of securities subject to acquisition or disposal (as required by regulation 11(1)(b))

F. Extent of relevant interest

1. Number of securities held now, set out by class and type (as required by regulation 6B or regulation 8)

Signature (as required by regulation 14)

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James Douglas TWR TOWER Limited N/A CEO TOWER Insurance 22-Dec-09 James Douglas Options to acquire ordinary TOWER shares Beneficial N/A 23-Dec-08 22 December 2009 1 Acquisition of options The provision of services to TOWER pursuant to the holder's employment contract 400,000 options 600,000 options 400,000 options Notice given by TOWER pursuant to clause 14 of the Securities Markets Act (Disclosure of Relevant Interests by Directors and Officers) Exemption Notice 2004

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DISCLOSURE NOTICE

Disclosure of Directors and Officers Relevant Interests

(Section 19T, Securities Markets Act 1988)

A. Disclosure obligation (tick box to note which disclosure obligation applies)

Initial disclosure (complete Parts A, B, C, D, F, and G of this notice) [Drafting note: Ongoing disclosure (complete Parts A, B, C, E, F and G of this notice) x Select applicable option]

B. Preliminary

1. Name 2. NZX company code of issuer Name of issuer 3. Name of related body corporate (if applicable) 4. Position you hold in the issuer 5 . Date of this disclosure notice

C. Nature of relevant interest

1. Name of registered holder(s) of security (as required by regulation 6A(b) or regulation 7(b)) 7. Class and type of security (as required by regulation 6B or regulation 8) 8 . Nature of relevant interest in security (as required by regulation 6A (a) or regulation 7(a))

D. Date (for initial disclosure)

1. Date of disclosure obligation (as required by regulation 6C)

E. Transaction (for ongoing disclosure)

1. Date of last disclosure (as required by regulation 13) 11. Date(s) of acquisition(s) or disposal(s) (as required by regulation 9) 12. Number of transactions (as required by regulation 12(2), if applicable) 13. Nature or type of transaction (as required by regulation 11(1)(a)) 14. Consideration (as required by regulation 10) 15. Number of securities held prior, set out by class and type (as required by regulation 8) 16. Number of securities subject to acquisition or disposal (as required by regulation 11(1)(b))

F. Extent of relevant interest

1. Number of securities held now, set out by class and type (as required by regulation 6B or regulation 8)

Signature (as required by regulation 14)

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Tony Dixon TWR TOWER Limited N/A Chief Information Officer 22-Dec-09 Tony Dixon Options to acquire ordinary TOWER shares Beneficial N/A 22-Feb-08 22-Dec-09 1 Acquisition of options The provision of services to TOWER pursuant to the holder's employment contract 200,000 options 100,000 options 300,000 options Notice given by TOWER pursuant to clause 14 of the Securities Markets Act (Disclosure of Relevant Interests by Directors and Officers) Exemption Notice 2004

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DISCLOSURE NOTICE

Disclosure of Directors and Officers Relevant Interests

(Section 19T, Securities Markets Act 1988)

A. Disclosure obligation (tick box to note which disclosure obligation applies)

Initial disclosure (complete Parts A, B, C, D, F, and G of this notice) [Drafting note: Ongoing disclosure (complete Parts A, B, C, E, F and G of this notice) x Select applicable option]

B. Preliminary

1. Name 2. NZX company code of issuer Name of issuer 3. Name of related body corporate (if applicable) 4. Position you hold in the issuer 5 . Date of this disclosure notice

C. Nature of relevant interest

1. Name of registered holder(s) of security (as required by regulation 6A(b) or regulation 7(b)) 7. Class and type of security (as required by regulation 6B or regulation 8) 8 . Nature of relevant interest in security (as required by regulation 6A (a) or regulation 7(a)) D. Date (for initial disclosure) 9. Date of disclosure obligation (as required by regulation 6C)

E. Transaction (for ongoing disclosure)

1. Date of last disclosure (as required by regulation 13) 11. Date(s) of acquisition(s) or disposal(s) (as required by regulation 9) 12. Number of transactions (as required by regulation 12(2), if applicable) 13. Nature or type of transaction (as required by regulation 11(1)(a)) 14. Consideration (as required by regulation 10) 15. Number of securities held prior, set out by class and type (as required by regulation 8) 16. Number of securities subject to acquisition or disposal (as required by regulation 11(1)(b))

F. Extent of relevant interest

1. Number of securities held now, set out by class and type (as required by regulation 6B or regulation 8)

Signature (as required by regulation 14)

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Eric O'Sullivan TWR TOWER Limited N/A Group Chief Financial Officer 22-Dec-09 Eric O'Sullivan Options to acquire ordinary TOWER shares Beneficial N/A 30-Mar-09 22-Dec-09 1 Acquisition of options The provision of services to TOWER pursuant to the holder's employment contract 100,000 options 100,000 options 200,000 options Notice given by TOWER pursuant to clause 14 of the Securities Markets Act (Disclosure of Relevant Interests by Directors and Officers) Exemption Notice 2004

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Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity TOWER Limited ABN 088 481 234

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Robin Albert Flannagan
Date of last notice	10 December 2009

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Director of TOWER Option Scheme Limited which is the trustee of the TOWER Limited Executive Share Option Plan(NZ)
Date of change	22 December 2009
No. of securities held prior to change	Direct: 688 ordinary shares and 3,000,000 unlisted options. Indirect: 50,276 ordinary shares and 5,955,608 unlisted options
Class	Ordinary shares Unlisted options
Number acquired	Indirect: 600,000 options
Number disposed

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Consideration for the issue of options to the eligible executive is the provision of services to TOWER by the executive. Consideration for the issue of shares on exercise is NZ $1.93 per option.
No. of securities held after change	Direct: 688 ordinary shares and 3,000,000 unlisted options. Indirect: 50,276 ordinary shares and 6,555,608 unlisted options
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Issue of options

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002