TWR: Change in substantial holding from WBC

To Company Name/Scheme TOWER LIMITED (TWR)

ACN/ARSN ARBN 088 481 234

1. Details of substantial holder(1)

   Name WESTPAC BANKING CORPORATION (WBC) and its associated entities listed

   in Annexure 'B'

   ACN/ARSN (if applicable) ACN 007 457 141

   There was a change in the interests of the

   substantial holder on 13/09/2016

   The previous notice was given to the company on 15/12/2015

   The previous notice was dated 10/12/2015

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		Present Notice
   	Person's votes	Voting Power (5)	Person's votes	Voting Power (5)
   ORDINARY SHARES	12,800,550	7.53%	10,854,312	6.44%

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
   13/09/2016	WBC & its Associates , BT Funds Management Limited, BT Funds Management (NZ) Limited	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'

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.	10,854,312, Ordinary	10,854,312

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:

Print name Tim Hartin Capacity Company Secretary

Sign here Date 15/09/2016

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:

7. 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

8. 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.

9. 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.

10. 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".

11. Give details, if appropriate, of the present association and any changes in that association since the last substantial holding notice.

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 - 15/09/2016

TRANSACTION HISTORY

Sales & Purchases for the period : 11/12/2015 to 13/09/2016
SECURITY: TWR
BT Funds Management Limited
Date	Registered Company	Nature of Change	Quantity	Consideration	Class of Securities	Person's votes affected
5/09/2016	BT Portfolio Services Limited	Sale	-603	-747.54	Ordinary	603
6/09/2016	BT Portfolio Services Limited	Sale	-4,147	-5,391.10	Ordinary	4,147
Total	-4,750	-6,138.64
BT Funds Management Limited Total :		-4,750	-6,138.64
BT Funds Management (NZ) Limited
Date	Registered Company	Nature of Change	Quantity	Consideration	Class of Securities	Person's votes affected
18/12/2015	Guardian Nominees No.2 Ltd	Sale	-120,000	-226,800.00	Ordinary	120,000
18/12/2015	Guardian Nominees No.2 Ltd	Sale	-80,000	-151,200.00	Ordinary	80,000
28/01/2016	Guardian Nominees No.2 Ltd	Sale	-40,000	-72,800.00	Ordinary	40,000
28/01/2016	Guardian Nominees No.2 Ltd	Sale	-10,000	-18,200.00	Ordinary	10,000
29/01/2016	Guardian Nominees No.2 Ltd	Sale	-35,000	-63,875.00	Ordinary	35,000
29/01/2016	Guardian Nominees No.2 Ltd	Sale	-10,500	-19,162.50	Ordinary	10,500
29/04/2016	Guardian Nominees No.2 Ltd	Sale	-220,500	-396,900.00	Ordinary	220,500
29/04/2016	Guardian Nominees No.2 Ltd	Sale	-39,000	-70,200.00	Ordinary	39,000
29/04/2016	Guardian Nominees No.2 Ltd	Sale	-40,500	-72,900.00	Ordinary	40,500
23/05/2016	Guardian Nominees No.2 Ltd	Sale	-110,900	-197,402.00	Ordinary	110,900
23/05/2016	Guardian Nominees No.2 Ltd	Purchase	1,299,396	2,299,930.92	Ordinary	1,299,396
23/05/2016	Guardian Nominees No.2 Ltd	Sale	-18,000	-32,040.00	Ordinary	18,000
23/05/2016	Guardian Nominees No.2 Ltd	Sale	-21,100	-37,558.00	Ordinary	21,100
26/05/2016	Guardian Nominees No.2 Ltd	Sale	-7,002	-10,362.96	Ordinary	7,002
27/05/2016	Guardian Nominees No.2 Ltd	Purchase	387,600	564,384.36	Ordinary	387,600
27/05/2016	Guardian Nominees No.2 Ltd	Sale	-105,994	-156,871.12	Ordinary	105,994
27/05/2016	Guardian Nominees No.2 Ltd	Purchase	64,600	94,064.06	Ordinary	64,600
27/05/2016	Guardian Nominees No.2 Ltd	Purchase	64,600	94,064.06	Ordinary	64,600
3/06/2016	Guardian Nominees No.2 Ltd	Sale	-99,334	-152,477.69	Ordinary	99,334
8/06/2016	Guardian Nominees No.2 Ltd	Sale	-45,152	-69,759.84	Ordinary	45,152
16/06/2016	Guardian Nominees No.2 Ltd	Sale	-189,638	-273,078.72	Ordinary	189,638
15/07/2016	Guardian Nominees No.2 Ltd	Purchase	300,000	393,000.00	Ordinary	300,000
15/07/2016	Guardian Nominees No.2 Ltd	Sale	-418,896	-551,183.36	Ordinary	418,896
15/07/2016	Guardian Nominees No.2 Ltd	Purchase	70,000	91,700.00	Ordinary	70,000