NOTICE OF ANNUAL GENERAL MEETING

The second Annual General Meeting of the shareholders of TOWER Australia Group Limited (the Company) will be held at The Barnet Long Room, Customs House, Level 1, 31 Alfred Street, Circular Quay, Sydney, Australia on 11 February 2009 commencing at 10.00am (Sydney time).

 

The Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting provides shareholders with information in relation to each of the matters to be considered at the meeting, and will assist shareholders to make an informed decision regarding the Resolutions that are set out in this Notice. It also contains a glossary of defined terms.

The business of the Annual General Meeting is as follows:

Address
The Chairman and the Managing Director will address the shareholders on the Company's performance for the financial year ended 30 September 2008.

Receipt of Financial Reports
"To receive and consider the Financial Report of the Company and its controlled entities for the financial year ended 30 September 2008 and the related Directors' Report, Directors' Declaration and Audit Report."

Resolution 1 - Re-election of Elana Rubin
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Elana Rubin being a Non-executive Director of the Company, who retires by rotation in accordance with the Company's Constitution, and being eligible offers herself for re-election as a Director, be re-elected as a Director".

Resolution 2 - Election of Donald Findlater
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Donald Findlater, having been appointed a Non-executive Director of the Company since the last Annual General Meeting, be elected as a Director of the Company".

Resolution 3 - Election of Takayuki Kotani
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Takayuki Kotani, having been appointed a Non-executive Director of the Company since the last Annual General Meeting, be elected as a Director of the Company".

Resolution 4 - Election of Tetsuya Kikuta
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Tetsuya Kikuta, having been appointed a Non-executive Director of the Company since the last Annual General Meeting, be elected as a Director of the Company".

Resolution 5 - Adoption of Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That the Remuneration Report (which forms part of the Directors' Report) for the financial year ended 30 September 2008 be adopted."

Resolution 6 - Approval of grant of Performance Share Rights to Jim Minto
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of ASX Listing Rule 10.14 and all other purposes, the shareholders of the Company approve the grant of 250,000 Performance Share Rights to Jim Minto, Managing Director of the Company, under the TOWER Executive Share and Option Plan (Plan), subject to the Rules of the Plan and in the manner described in the Explanatory Memorandum."

Voting Exclusion Statement
The Company will disregard any votes cast on Resolution 6 by Jim Minto or any associate of Jim Minto. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Shareholder Questions and Comments
The Chairman will open the Annual General Meeting to shareholder questions and comments.

Voting Entitlement
For the purposes of determining voting entitlements at the Annual General Meeting, Shares will be taken to be held by persons who are registered as holding Shares at 7.00pm (Sydney time) on 9 February 2009 (the Entitlement Time). Accordingly, only those persons registered as holders of Shares at the Entitlement Time will be entitled to attend and vote at the Annual General Meeting.

Appointing a Proxy
A shareholder entitled to attend and vote at a general meeting may appoint a proxy. A shareholder, who is entitled to cast two or more votes, may appoint up to two proxies to attend the meeting and vote on behalf of the shareholder. A proxy need not be a shareholder. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion or number of the shareholder's votes. If no such proportion is specified, each proxy may exercise half of the shareholder's votes.

To appoint a proxy to act generally at the meeting on your behalf and to vote in accordance with your instructions, you should complete Section 2 under Step 1 of the voting form.

A proxy may decide whether to vote on an item of business, except where the proxy is required by law or the Company's Constitution to vote or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business the proxy may vote on that item only in accordance with that direction. If a proxy is not directed how to vote on an item of business, a proxy may vote as he or she thinks fit.

If a shareholder appoints the Chairman of the meeting as their proxy and does not specify how the Chairman is to vote on an item of business, the Chairman intends to vote, as proxy for the shareholder, in favour of that item.

Direct Voting
A shareholder is also able to vote their intentions directly by marking Section 1 of Step 1 of the voting form. If you mark Section 1 you are voting your Shares directly and do not appoint a third party such as a proxy, to act on your behalf. Shareholders who wish to vote their Shares directly should mark either the "for" or "against" boxes next to each item on the voting form. Do not mark the "abstain" box.

If no direction is given on all of the items, or if you complete both Section A and Section B, your vote may be passed to the Chairman of the Meeting as your proxy. If you mark the "abstain" box for an item, your vote for that item will be invalid.

Lodging Voting Forms
The deadline for lodging voting forms is 10.00am (Sydney time) on 9 February 2009. Voting forms may be lodged using any of the following methods:

Postal deliveries:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne Vic 3001
Australia

or

The Company Secretary
TOWER Australia Group Limited
80 Alfred Street
Milsons Point NSW 2061
Australia

Facsimile:
Computershare Investor Services Pty Limited
+61 3 9473 2555

or

TOWER Australia Group Limited
+61 2 9929 5792

Online voting:
www.investorvote.com.au

For further information on lodging a direct vote or proxy vote please refer to the details on the voting form enclosed with this Notice of Annual General Meeting.

Access your Annual Report online
TOWER Australia's Annual Report for the year ended 30 September 2008 and the 2008 Shareholder Review are available for shareholders to access and download on the Company's website at www.toweraustralia.com.au.

By Order of the Board

Philippa Ellis
Company Secretary
12 December 2008