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TOWER LIMITED — Capital/Financing Update 2026
Jan 20, 2026
65971_rns_2026-01-20_aadc49da-209b-44c4-ac9b-5b94b0f2ac08.pdf
Capital/Financing Update
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21 January 2026
Issue of unlisted share rights under Tower's LTIP
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 1,029,302 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 [email protected]
For investor enquiries, please contact:
James Silcock Head of Strategy, Planning and Investor Relations +64 22 395 9327 [email protected]
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
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
| Section 1: Issuer information | Section 1: Issuer information |
|---|---|
| Name of issuer | Tower Limited |
| NZX ticker code | TWR |
| Class of financial product | Unquoted Share Rights (ShareRights) |
| ISIN (If unknown, check on NZX website) | N/A |
| Currency | NZ$ |
| Section 2: Capital change details | |
| Number issued/acquired/redeemed | 1,029,302 |
| Nominal value (if any) | N/A |
| Issue/acquisition/redemption price per security | Share Rights are issued for nilcash consideration |
| Nature of the payment (for example, cash or otherconsideration) | N/A |
| Amount paid up (if not in full) | N/A |
| Percentage of total class of Financial Productsissued/acquired/redeemed/ (calculated on the number ofFinancial Products of the Class, excluding any Treasury Stock,in existence)1 | 29.21% |
| For an issue of Convertible Financial Products or Options, theprincipal terms of Conversion (for example the Conversionprice and Conversion date and the ranking of the FinancialProduct in relation to other Classes of Financial Product) or theOption (for example, the exercise price and exercise date) | Each Share Right converts ona 1:1 basis for nil cashconsideration into fully paidordinary shares, subject to theperformance of TowerLimited’s Total ShareholderReturn relative to that of theentities comprising the NZX50index over a 3 year vestingperiod ending 11 December2028, provided that TowerLimited’s Total ShareholderReturn is positive. ShareRights are not transferrableand may not be encumbered,nor do they confer any votingor distribution rights, rights ofownership (beneficial or legal)in any existing shares, or anyother 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. | ||||
|---|---|---|---|---|---|
| gshares. | |||||
| Rfob | eason for issue/a | cquisition/rede | mption and specific authority(the reason for change must | The issue of Share Righunder Tower’s Long TerIncentive Plan to incentiand retain employees. | tsmvise |
| r issue/acquisitio | n/redemption/ | ||||
| e identified here) | |||||
| TisSh | otal number of Fi | nancial Produc | ts of the Class after theversion (excluding Treasurynancial Products of the Classssue/acquisition/redemption. | 4,552,520 | |
| sue/acquisition/r | edemption/Con | ||||
| tock) and the tot | al number of Fi | ||||
| eld as Treasury S | tock after the i | ||||
| Ina | the case of an a | cquisition of sh | ares, whether those shares | N/A | |
| re to be held as t | reasury stock | ||||
| Sina | pecific authority f | or the issue, ac | quisition, or redemption,ursuant to which the issue,e | Resolution of the BoardListing Rules 4.6.1 and4.9.1(b) | and |
| cluding a referen | ce to the rule p | ||||
| cquisition, or red | emption is mad | ||||
| Te | erms or details o | f the issue, acq | uisition, or redemption (forngements) | No cash consideration ipayable by the participathe grant of the Share R | snts onightsresre lderand |
| xample: restrictio | ns, escrow arra | ||||
| or on the delivery of shafollowing vesting of Sha | |||||
| Rights. Vesting of ShareRights is subject to theperformance of Tower | |||||
| Limited’s Total SharehoReturn as noted above, | |||||
| continued employment. | |||||
| D | ate of issue/acqu | isition/redempt | ion2 | 20 January 2026 | |
| S | |||||
| ection 3: Autho | rity for this an | nouncement and contact person | |||
| N | ke this announcement | Michael Stiassny | |||
| ame of person a | uthorised to ma | ||||
| C | |||||
| ontact person for | this announce | ment | Tania Pearson | ||
| C | 021 900 104 | ||||
| ontact phone nu | mber | ||||
| C | .nz | ||||
| ontact email add | ress | [email protected] | |||
| D | 21 January 2026 | ||||
| ate of release thr | ough MAP | ||||
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).