TOWER LIMITED — Capital/Financing Update 2025

Jan 23, 2025

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24 January 2025

Issue of unlisted share rights under Tower's Long Term Incentive Plan

Please see attached Capital Change Notice pursuant to NZX listing rule 3.13.1. This notice relates to the issue of share rights in respect of 1,206,987 ordinary shares to employees. The share rights are being issued pursuant to the Tower Limited Long Term Incentive Plan.

This announcement is authorised by Michael Stiassny, Chair.

For media enquiries, please contact:

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

Tower Limited 136 Fanshawe Street, PO Box 90347, Auckland 1142, New Zealand Freephone: 0800 808 808 Calling from overseas: +64 9 369 2000 tower.co.nz

Classification: Highly Sensitive

Template Capital Change Notice

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Updated as at June 2023

Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular element does not apply, mark the row as N/A, Any other changes to this prescribed form must first be approved by NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information

Name of issuer	Tower Limited
NZX ticker code	TWR
Class of financial product	Unquoted Share Rights (Share
	Rights)
ISIN (If unknown, check on NZX website)	N/A
Currency	NZ$
Section 2: Capital change details
Number issued/acquired/redeemed	1,206,987
Nominal value (if any)	N/A
Issue/acquisition/redemption price per security	Share Rights are issued for nil
	cash consideration
Nature of the payment (for example, cash or other	N/A
consideration)
Amount paid up (if not in full)	N/A
Percentage of total class of Financial Productsissued/acquired/redeemed/ (calculated on the number of	27.36%
Financial Products of the Class, excluding any Treasury Stock,
in existence)1
For an issue of Convertible Financial Products or Options, the	Each Share Right converts on
principal terms of Conversion (for example the Conversion	a 1:1 basis for nil cash
price and Conversion date and the ranking of the Financial	consideration into fully paid
Product in relation to other Classes of Financial Product) or the	ordinary shares, subject to the
Option (for example, the exercise price and exercise date)	performance of Tower
	Limited’s Total Shareholder
	Return relative to that of the
	entities comprising the NZX50
	index over a 3 year vesting
	period ending 11 December
	2027, provided that Tower
	Limited’s Total Shareholder
	Return is positive. Share
	Rights are not transferrable
	and may not be encumbered,
	nor do they confer any voting
	or distribution rights, rights of
	ownership (beneficial or legal)
	in any existing shares, or any
	other right incidental to or

1 The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

arising out of the ownership ofshares.	arising out of the ownership ofshares.
Reason for issue/acquisition/redemption and specific authorityfor issue/acquisition/redemption/ (the reason for change mustbe identified here)The issue of Share Rightsunder Tower’s Long TermIncentive Plan to incentiviseand retain employees.
Total number of Financial Products of the Class after theissue/acquisition/redemption/Conversion (excluding TreasuryStock) and the total number of Financial Products of the Classheld as Treasury Stock after the issue/acquisition/redemption.5,618,567
In the case of an acquisition of shares, whether those sharesare to be held as treasury stockN/A
Specific authority for the issue, acquisition, or redemption,including a reference to the rule pursuant to which the issue,acquisition, or redemption is madeResolution of the Board andListing Rules 4.6.1 and4.9.1(b)
Terms or details of the issue, acquisition, or redemption (forexample: restrictions, escrow arrangements)	No cash consideration ispayable by the participants onthe grant of the Share Rightsor on the delivery of sharesfollowing vesting of ShareRights. Vesting of ShareRights is subject to theperformance of TowerLimited’s Total ShareholderReturn as noted above, andcontinued employment.
Date of issue/acquisition/redemption2	24 January 2025
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement	Michael Stiassny
Contact person for this announcement	Tania Pearson
Contact phone number	021 900 104
Contact email address	tania.pearson@tower.co.nz
Date of release through MAP	24 January 2025

2 Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).