TOWER LIMITED — Major Shareholding Notification 2017

Sep 24, 2017

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme TOWER LIMITED (TWR) ACN/ARSN ARBN 088 481 234

1. Details of substantial holder(1)

WESTPAC BANKING CORPORATION (WBC) and its associated entities listed in Annexure ‘B’

Name in Annexure ‘B’ ACN/ARSN (if applicable) ACN 007 457 141

There was a change in the interests of the substantial holder on 21/09/2017 The previous notice was given to the company on 15/09/2016 The previous notice was dated 13/09/2016

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice in the company or scheme, are as follows:

Class of securities (4)	Previous Notice	Previous Notice	Present Notice	Present Notice
	Person’s votes	VotingPower(5)	Person’s votes	VotingPower(5)
ORDINARY SHARES	10,584,312	6.44%	9,173,589	5.44%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change(7)	Class and number of securities affected	Person’s votes affected
21/09/2017	WBC & its Associates, Funds Management (NZ) Limited	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'

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4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder(8)	Nature of relevant interest (6)	Class and Number of securities	Person’s votes
BT Funds Management (NZ) Limited	Guardian Nominees No.2 Ltd	Guardian Nominees No.2 Ltd	BT Funds Management (NZ) Limited is the manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.	9,173,589 Ordinary	9,173,589

5. Changes in association

The persons who have become associates (2) of, or ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association 6. Addresses The addresses of persons named in this form are as follows: Name Address Westpac Banking Corporation (WBC) Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000 BT Funds Management (NZ) Limited Westpac On Takutai Square 16 Takutai Square Auckland 1010 New Zealand TOWER LIMITED (TWR) The Company Secretary, TOWER LIMITED (TWR) Level 14, Tower Centre, 45 Queen Street AUCKLAND NEW ZEALAND Tel: +64 9 369 2000 Signature Print name Tim Hartin Capacity Company Secretary Sign here Date 25/09/2017

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DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (e.g. a corporation and its related
corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the
relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically
named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6
of the form.
(2) See the definition of “associate” in section 9 of the Corporations Act 2001.
(3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person’s votes divided by the total votes in the body corporate scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If
subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement
by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form,
together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting
powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to
which the qualification applies).
See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.
(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant
interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if
the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf
of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from
whom the relevant interest was acquired.
(8) If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an
option) write “unknown”.
(9) Give details, if appropriate, of the present association and any changes in that association since the last substantial holding
notice.
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ANNEXURE A

This is annexure ‘A’ referred to in Form 604, Notice of change of interests of substantial holder, lodged for Westpac Banking Corporation ACN 007 457 141 and its associated entities.

Tim Hartin – Company Secretary, Westpac Banking Corporation – 25/09/2017

TRANSACTION HISTORY

Sales & Purchases for the period : 14/09/2016 to 21/09/2017 SECURITY: TWR

BT Funds Management (NZ) Limited

Date	Registered Company	Nature of Change	Quantity	Consideration	Class of Securities	Person’s votes affected
21/09/2016	Guardian Nominees No.2 Ltd	Sale	-19,350	-18,614.70	Ordinary	9,350
21/09/2016	Guardian Nominees No.2 Ltd	Sale	-23,493	-23,326.20	Ordinary	23,493
28/09/2016	Guardian Nominees No.2 Ltd	Sale	-32,972	-31,765.22	Ordinary	32,972
29/09/2016	Guardian Nominees No.2 Ltd	Sale	-34,106	-31,923.22	Ordinary	3,406
9/12/2016	Guardian Nominees No.2 Ltd	Sale	-52,600	-43,263.50	Ordinary	52,600
9/12/2016	Guardian Nominees No.2 Ltd	Sale	-62,900	-51,735.25	Ordinary	62,900
9/12/2016	Guardian Nominees No.2 Ltd	Sale	-333,700	-274,468.25	Ordinary	333,700
14/12/2016	Guardian Nominees No.2 Ltd	Sale	-150,000	-129,750.00	Ordinary	50,000
14/12/2016	Guardian Nominees No.2 Ltd	Sale	-150,000	-129,750.00	Ordinary	50,000
11/01/2017	Guardian Nominees No.2 Ltd	Sale	-18,000	-15,210.00	Ordinary	8,000
11/01/2017	Guardian Nominees No.2 Ltd	Sale	-26,000	-21,970.00	Ordinary	26,000
11/01/2017	Guardian Nominees No.2 Ltd	Sale	-128,000	-108,160.00	Ordinary	28,000
17/01/2017	Guardian Nominees No.2 Ltd	Sale	-18,000	-15,030.00	Ordinary	8,000
17/01/2017	Guardian Nominees No.2 Ltd	Sale	-24,000	-20,040.00	Ordinary	24,000
17/01/2017	Guardian Nominees No.2 Ltd	Sale	-122,000	-101,870.00	Ordinary	22,000
27/01/2017	Guardian Nominees No.2 Ltd	Sale	-25,000	-20,625.00	Ordinary	25,000
27/01/2017	Guardian Nominees No.2 Ltd	Sale	-34,000	-28,050.00	Ordinary	34,000
27/01/2017	Guardian Nominees No.2 Ltd	Sale	-165,000	-136,125.00	Ordinary	65,000
10/02/2017	Guardian Nominees No.2 Ltd	Purchase	52,830	59,602.81	Ordinary	52,830
10/02/2017	Guardian Nominees No.2 Ltd	Purchase	79,246	89,405.34	Ordinary	79,246
13/02/2017	Guardian Nominees No.2 Ltd	Purchase	22,642	25,472.25	Ordinary	22,642
13/02/2017	Guardian Nominees No.2 Ltd	Purchase	33,962	38,207.25	Ordinary	33,962
20/02/2017	Guardian Nominees No.2 Ltd	Purchase	2,160	2,441.66	Ordinary	260
20/02/2017	Guardian Nominees No.2 Ltd	Purchase	3,241	3,663.63	Ordinary	324
21/02/2017	Guardian Nominees No.2 Ltd	Purchase	14,518	16,405.34	Ordinary	458
21/02/2017	Guardian Nominees No.2 Ltd	Purchase	21,777	24,608.01	Ordinary	2,777
28/06/2017	Guardian Nominees No.2 Ltd	Sale	-42,600	-57,510.00	Ordinary	42,600
28/06/2017	Guardian Nominees No.2 Ltd	Sale	-57,900	-78,165.00	Ordinary	57,900
28/06/2017	Guardian Nominees No.2 Ltd	Sale	-272,000	-367,200.00	Ordinary	272,000
15/09/2017	Guardian Nominees No.2 Ltd	Sale	-25,000	-21,750.00	Ordinary	25,000
20/09/2017	Guardian Nominees No.2 Ltd	Sale	-94,478	-80,778.69	Ordinary	94,478
	Total		-1,680,723	-1,547,273.74
	BT Funds Management (NZ)	Limited Total :	-1,680,723	-1,547,273.74

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ANNEXURE B – ASSOCIATED COMPANIES

This is annexure ‘B ’ (being 3 pages) referred to in Form 604, Notice of change of interests of substantial holder, lodged for Westpac Banking Corporation ACN 007 457 141 and its associated entities

Tim Hartin – Company Secretary, Westpac Banking Corporation – 25/09/2017

Westpac Banking Corporation Australia Series 2013-2 WST Trust Australia 1925 (Commercial) Pty Limited Australia Series 2014-1 WST Trust Australia 1925 (Industrial) Pty Limited Australia Series 2014-2 WST Trust Australia 1925 Advances Pty Limited Australia Series 2015-1 WST Trust Australia A.G.C. (Pacific) Limited Papua New Guinea SIE-Lease (Australia) Pty Limited Australia Advance Asset Management Limited Australia SIE-Lease (New Zealand) Pty Limited New Zealand Altitude Administration Pty Limited Australia Sixty Martin Place (Holdings) Pty Limited Australia Altitude Rewards Pty Limited Australia St.George Business Finance Pty Limited Australia Aotearoa Financial Services Limited New Zealand St.George Custodial Pty Limited Australia Ascalon Capital Managers (Asia) Limited Hong Kong St.George Equity Finance Limited Australia Ascalon Capital Managers Limited Australia St.George Finance Holdings Limited Australia Ascalon Funds Seed Pool Trust Australia St.George Finance Limited Australia Asgard Capital Management Limited Australia St.George Life Limited Australia Asgard Wealth Solutions Limited Australia St.George Motor Finance Limited Australia Belliston Pty Limited Australia St.George Security Holdings Pty Limited Australia Bill Acceptance Corporation Pty Limited Australia Sydney Capital Corp Inc. USA BT (Queensland) Pty Limited Australia The Home Mortgage Company Limited New Zealand BT Australia Pty Limited Australia Value Nominees Pty Limited Australia BT Financial Group (NZ) Limited New Zealand W2 Investments Pty Limited Australia BT Financial Group Pty Limited Australia Waratah Receivables Corp Pty Limited Australia BT Funds Management (NZ) Limited New Zealand Waratah Securities Australia Limited Australia BT Funds Management Limited Australia Westpac (NZ) Investments Limited New Zealand BT Funds Management No.2 Limited Australia Westpac Administration Pty Limited Australia BT Long Term Income Fund Australia Westpac Administration 2 Limited Australia BT Portfolio Services Limited Australia Westpac Administration 3 Pty Limited Australia BT Private Nominees Pty Limited Australia Westpac Administration 4 Limited Australia BT Securities Limited Australia Westpac Altitude Rewards Trust Australia BT Short Term Income Fund Australia Westpac Americas Inc. USA Capital Corporate Finance Limited Australia Westpac Asian Lending Pty Limited Australia Papua New Capital Finance (NZ) Limited Australia Westpac Bank-PNG-Limited Guinea Capital Finance Australia Limited Australia Westpac Capital Holdings Inc. USA Capital Finance New Zealand Limited Australia Westpac Capital Markets Holding Corp. USA Capital Fleetlease Limited Australia Westpac Capital Markets LLC USA Capital Motor Finance Limited Australia Westpac Capital-NZ-Limited New Zealand Capital Rent Group Limited New Zealand Westpac Cash PIE Fund Australia CBA Limited Australia Westpac Cook Cove Trust I Australia Challenge Limited Australia Westpac Cook Cove Trust II Australia Core Infrastructure Income Feeder 1 LP 2016 Partnership(Scotland) Westpac Covered Bond Trust Australia Core Infrastructure Income Feeder 2 LP 2016 Partnership(Scotland) Westpac Custodian Nominees Pty Limited Australia Core Infrastructure Income Master LP 2016 Partnership(England) Westpac Databank Pty Limited Australia

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Crusade ABS Series 2013 - 1 Trust Australia Westpac Debt Securities Pty Limited Australia Crusade ABS Series 2015 - 1 Trust Australia Westpac Delta LLC USA Crusade ABS Series 2016 - 1 Trust Australia Westpac Direct Equity Investments Pty Limited Australia Crusade ABS Series 2017 - 1 Trust Australia Westpac Equity Holdings Pty Limited Australia Crusade CP No.1 Pty Limited Australia Westpac Equity Investments NZ Limited New Zealand Crusade Euro Trust 1E of 2007 Australia Westpac Equity Pty Limited Australia Crusade Global Trust 1 of 2007 Australia Westpac Europe Limited UK Crusade 2P Trust of 2008 Australia Westpac Finance (HK) Limited Hong Kong Danaby Pty Limited Australia Westpac Financial Consultants Limited Australia eQR Securities Pty. Limited Australia Westpac Financial Holdings Pty Limited Australia Europe Infrastructure Debt LP UK Westpac Financial Services Group Limited Australia General Credits Pty Limited Australia Westpac Financial Services Group-NZ-Limited New Zealand Hastings Advisers LLC USA Westpac Financial Services Limited Australia Hastings Forestry Investments Limited New Zealand Westpac Funds Financing Holdco Pty Limited Australia Hastings Forests Australia Pty Limited Australia Westpac Funds Financing Pty Limited Australia Hastings Funds Management (UK) Limited Singapore Westpac General Insurance Limited Australia Hastings Funds Management (USA) Inc. UK Westpac General Insurance Services Limited Australia Hastings Funds Management Asia Pty. Limited USA Westpac Global Capital Markets Pty Limited Australia Hastings Funds Management Limited Australia Westpac Group Investment-NZ-Limited New Zealand Hastings Infrastructure 1 Limited UK Westpac Holdings-NZ-Limited New Zealand Hastings Infrastructure 2 Limited UK Westpac Investment Capital Corporation USA Hastings Investment Capital LP USA Westpac Investment Vehicle No.2 Pty Limited Australia Hastings Investment Management Pty Ltd UK Westpac Investment Vehicle No.3 Pty Limited Australia Hastings Investments GP LLC Australia Westpac Investment Vehicle Pty Limited Australia Hastings Korea Company Limited Korea Westpac Leasing Nominees-Vic.-Pty Limited Australia Hastings Management Pty Limited Australia Westpac Lenders Mortgage Insurance Limited Australia Hastings Private Equity Fund IIA Pty Limited Australia Westpac Life Insurance Services Limited Australia Hitton Pty Limited Australia Westpac Life-NZ-Limited New Zealand Infrastructure GP LLP UK Westpac New Zealand Group Limited New Zealand Infrastructure GP 2 LLP UK Westpac New Zealand Limited New Zealand Infrastructure Research and Advisory Services Westpac New Zealand Staff Superannuation Private Limited India Scheme Trustee Limited New Zealand Magnitude Group Pty Limited Australia Westpac Nominees-NZ-Limited New Zealand Mortgage Management Pty Limited Australia Westpac Notice Saver PIE Fund Australia Net Nominees Limited Australia Westpac NZ Covered Bond Holdings Limited New Zealand Number 120 Limited New Zealand Westpac NZ Covered Bond Limited New Zealand Oniston Pty Limited Australia Westpac NZ Operations Limited New Zealand Partnership Pacific Pty Limited Australia Westpac NZ Securitisation Holdings Limited New Zealand Partnership Pacific Securities Pty Limited Australia Westpac NZ Securitisation Limited New Zealand Pashley Investments Pty Limited Australia Westpac NZ Securitisation No. 2 Limited New Zealand Planwise AU Pty Limited Australia Westpac Overseas Holdings No. 2 Pty Limited Australia Qvalent Pty Limited Australia Westpac Overseas Holdings Pty Limited Australia RAMS Financial Group Pty Limited Australia Westpac Properties Limited Australia Reinventure Fund ILP Australia Westpac RE Limited Australia Reinventure Fund II ILP Australia Westpac Securities Administration Limited Australia RMS Warehouse Trust 2007-1 Australia Westpac Securities Limited Australia

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Sallmoor Pty Limited	Australia	Westpac Securities NZ Limited	New Zealand
Securitor Financial Group Limited	Australia	Westpac Securitisation Holdings Pty Limited	Australia
Series 2009-1 WST Trust	Australia	Westpac Securitisation Management Pty Limited	Australia
Series 2011-1 WST Trust	Australia	Westpac Singapore Limited	Singapore
Series 2011-2 WST Trust	Australia	Westpac Structured Products Limited	Australia
Seed Pool Trust No. 2	Australia	Westpac Superannuation Nominees-NZ-Limited	New Zealand
Series 2008-1M WST Trust	Australia	Westpac Syndications Management Pty Limited	Australia
Series 2011-3 WST Trust	Australia	Westpac Term PIE Fund	New Zealand
Series 2012-1 WST Trust	Australia	Westpac TPS Trust	Australia
Series 2013-1 WST Trust	Australia	Westpac Unit Trust	Australia
		Westpac USA Inc.	USA

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