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TOWER LIMITED Major Shareholding Notification 2017

Feb 8, 2017

65971_rns_2017-02-08_811e9744-dcb9-4902-9415-6a42a902ceb4.pdf

Major Shareholding Notification

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Disclosure of beginning to have substantial holding

Section 276, Financial Markets Conduct Act 2013

To NZX Limited and To Tower Limited

Date this disclosure made: 9 February 2017

Date on which substantial holding began: 9 February 2017

Substantial product holder(s) giving disclosure

Full name(s): Fairfax Financial Holdings Limited ( Fairfax )

Summary of substantial holding

Class of quoted voting products: Tower Limited ( Tower ) ordinary shares

Summary for Fairfax:

For this disclosure,—

  • (a) total number held in class: 30,569,302

  • (b) total in class: 168,662,150

  • (c) total percentage held in class: 18.125%

Details of relevant interests

Details for Fairfax:

Nature of relevant interest(s): power to enforce the exercise of voting rights attached to ordinary shares. The relevant agreement document is attached (Document A, 4 pages).

For that relevant interest,—

  • (a) number held in class: 16,965,182

  • (b) percentage held in class: 10.059%

  • (c) current registered holder(s): Salt Funds Management Limited

  • (d) registered holder(s) once transfers are registered: Fairfax Financial Holdings Limited

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Details for Fairfax:

Nature of relevant interest(s): power to enforce the exercise of voting rights attached to ordinary shares. The relevant agreement document is attached (Document B, 4 pages).

For that relevant interest,—

  • (a) number held in class: 13,604,120

  • (b) percentage held in class: 8.066%

  • (c) current registered holder(s): Accident Compensation Corporation

  • (d) registered holder(s) once transfers are registered: Fairfax Financial Holdings Limited

Details of transactions and events giving rise to substantial holding

Details of the transactions or other events requiring disclosure:

On 9 February 2017, Fairfax entered into voting support deeds with:

  • (a) Salt Funds Management Limited ( Salt ) in relation to 16,965,182 ordinary shares in Tower; and

  • (b) Accident Compensation Corporation ( ACC ) in relation to 13,604,120 ordinary shares in Tower,

regarding the proposed acquisition by Fairfax of 100% of the shares in Tower by way of a scheme of arrangement for $1.17 per share (the Scheme ). Under the voting support deeds, Salt and ACC, respectively, have agreed to vote all the shares they each hold or control in Tower as at 9 February 2017 in favour of any resolution put to the shareholders of Tower to approve the Scheme.

Additional information

Address(es) of substantial product holder(s): 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7, Canada

Contact details: Christos Gazeas, Senior Legal Counsel, Fairfax Financial Holdings Limited, Phone: +001 416 367 4941, Email: [email protected]

Certification

I, Christos Gazeas, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

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