TOWER LIMITED — Major Shareholding Notification 2019

Apr 11, 2019

Disclosure of beginning to have substantial holding

Section 276, Financial Markets Conduct Act 2013

To New Zealand Stock Exchange

and

To Tower Limited (TWR)

Date this disclosure made: 19 March 2019

Date on which substantial holding began: 15 March 2019

Substantial product holder(s) giving disclosure

Full name(s): New Zealand Funds Management Limited (“ NZ Funds ”) on behalf of itself and its wholly owned subsidiary New Zealand Funds Superannuation Limited (“ NZFSL ”).

Summary of substantial holding

Class of quoted voting products: Ordinary shares

Summary for: NZ Funds and NZFSL .

For this disclosure,—

• (a) total number held in class: 17,690,793

• (b) total in class: 337,324,300

• (c) total percentage held in class: 5.24%

Details of relevant interests

Details for: NZ Funds

Nature of relevant interest(s): NZ Funds has a relevant interest in the TWR ordinary shares in its capacity as manager for a range of wholesale funds and registered managed investment schemes, including the Private Dividend Yield Trust. NZ Funds has powers to exercise, or to control the exercise of, a right to vote attached to TWR shares, or to acquire or dispose of, or to control the acquisition or disposal of, the TWR shares.

For that relevant interest,—

• (a) number held in class: 17,690,793

• (b) percentage held in class: 5.24%

• (c) current registered holder(s): Citibank NA

• (d) registered holder(s) once transfers are registered: N/A

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Details for: NZFSL

Nature of relevant interest(s): NZFSL has a relevant interest in the ordinary shares in its capacity as trustee for the Private Dividend Yield Trust (“ PDY ”), the beneficial owners of which are a range of wholesale funds and registered managed investment schemes managed by NZ Funds.

For that relevant interest,—

• (a) number held in class: 17,690,793

• (b) percentage held in class: 5.24%

• (c) current registered holder(s): Citibank NA

• (d) registered holder(s) once transfers are registered: N/A

Details of transactions and events giving rise to substantial holding

Details of the transactions or other events requiring disclosure: Please see Annexure A

Additional information

Address(es) of substantial product holder(s):

New Zealand Funds Management Limited, Level 16, 21 Queen Street, Auckland, New Zealand. New Zealand Funds Superannuation Limited, Level 16, 21 Queen Street, Auckland, New Zealand.

Contact details:

Contact person - Stephan Clark Contact number - 09 918-9769 Email – stephan.clark@nzfunds.co.nz

Nature of connection between substantial product holders:

NZ Funds and NZFSL are related bodies corporate.

Certification

I, Michael Lang, 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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Signature: _______ Michael Lang Director

Date: 19 March 2019

ANNEXURE A

Date of change	Person whose relevant interest changed	Nature of Change	Consideration given in relation to change (NZD)	Number of Securities	Class
8/03/2019	NZ Funds / NZFSL - PDY	Acquire	536,000.00	800,000	Ordinary
13/03/2019	NZ Funds / NZFSL - PDY	Acquire	133,500.00	200,000	Ordinary
15/03/2019	NZ Funds / NZFSL - PDY	Acquire	690,000.00	1,000,000	Ordinary