SPH Notice – Vero Insurance New Zealand Limited

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest, or both Sections 277 and 278, Financial Markets Conduct Act 2013 To NZX Limited and To Tower Limited Relevant event being disclosed: Change in the nature of any relevant interest in the substantial holding Date of relevant event: 8 March 2018 Date this disclosure made: 8 March 2018 Date last disclosure made: 14 March 2017 Substantial product holder(s) giving disclosure Full name(s): Vero Insurance New Zealand Limited (a wholly-owned subsidiary of Suncorp Group Limited) ("Vero") Summary of substantial holding Class of quoted voting products: Ordinary shares in Tower Limited (NZX: TWR) ("Tower") Summary for Vero For this disclosure,-- (a) total number held in class: 67,464,858 (b) total in class: 337,324,300 (c) total percentage held in class: 19.999% For last disclosure,-- (a) total number held in class: 33,732,429 (b) total in class: 168,662,150 (c) total percentage held in class: 19.999% Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure: On 8 March 2018, Vero entered into an unconditional agreement to sell all 67,464,858 of its shares in Tower to Bain Capital Credit, L.P. on behalf of certain funds and accounts it controls ("Bain Capital") at a sale price of $0.80 per share (total consideration of $53,971,886.40) ("Transaction"). The settlement date has not been fixed. As a consequence, Vero has ceased to have the power to dispose of, or to control the disposition of, such shares. In connection with the Transaction, Bain Capital has agreed to pay an "escalation payment" to Vero, if, in the 9 months after 8 March 2018, Bain Capital initiates a takeover offer under the Takeovers Code (or equivalent scheme of arrangement) in respect of Tower, Bain Capital must pay Vero the difference between the price paid per share to Vero and the greater price that Bain Capital offers to all other shareholders of Tower under the takeover offer. Details after relevant event Details for Vero Nature of relevant interest(s): Qualified - Power to dispose of, or to control the disposition of such shares is qualified by the agreement with Bain Capital (a copy of the relevant agreement is attached to this notice). For that relevant interest,-- (a) number held in class: 67,464,858 (b) percentage held in class: 19.999% (c) current registered holder(s): Vero (d) registered holder(s) once transfers are registered: Unknown, but likely to be a professional custodian selected by Bain Capital Investments (Europe) Limited Additional information Address(es) of substantial product holder(s): Level 14, 48 Shortland Street, Auckland Contact details: Vero Insurance New Zealand Limited, Attn: Tony Reid, Level 13, 48 Shortland Street, Auckland. Email: Tony_reid@vero.co.nz Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: Bain Capital Credit LP, Bain Capital Investments (Europe) Limited and Dent Issuer Designated Activity Company Certification I, Tim Buckett, 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. End CA:00315274 For:TWR Type:SHINTR Time:2018-03-08 11:20:23