NOTICE OF MEETING AND ANNUAL MEETING

2019
Notice of Annual
Meeting

Dear Shareholder and/or Bondholder
The SkyCity Board is pleased to invite you to the
2019 Annual Meeting of SkyCity Entertainment Group
Limited to be held on:
Date and Time: Friday 18 October 2019
commencing at 10.00am
(New Zealand time)
Location: SkyCity Theatre, Level 3,
SkyCity Auckland, Corner of
Wellesley and Hobson Streets,
Auckland
The SkyCity Board and management look forward to
seeing you at the Annual Meeting.
Business and Agenda of the Meeting
A. Chair’s Address
B. Chief Executive Officer’s Address
C. Board Committee Chairs’ Addresses
D. General Business and
Shareholder/Bondholder Questions
Response to questions submitted prior to the
Annual Meeting (to the extent the questions
have not already been addressed in the above
addresses) and questions raised at the Annual
Meeting
E. Resolutions
Shareholders will be asked to consider and, if
thought appropriate, pass the following
resolutions:
1. Alteration of the Constitution
(as a special resolution in accordance with
section 32 of the Companies Act 1993)
That, the existing constitution of the
company be altered, in accordance with
the amendments tabled at the meeting
and signed by the Company Secretary for
the purpose of identification, with effect
from the close of the Annual Meeting
2. Auditor’s Fees and Expenses
(as an ordinary resolution in accordance
with section 207S(a) of the Companies
Act 1993)
That the directors be authorised to fix the fees
and expenses of PricewaterhouseCoopers, as
auditor of the company, for the ensuing year
Further information relating to the resolutions is set
out in the Explanatory Notes accompanying this
Notice of Meeting.
On behalf of the SkyCity Board
Jo Wong
Company Secretary

17 September 2019
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Explanatory Notes
Shareholder/Bondholder Questions
Shareholders and bondholders are invited to submit
questions prior to the Annual Meeting by post
(PO Box 6443, Wellesley Street, Auckland)
or by email (sceginfo@skycity.co.nz).
SkyCity will aggregate the main themes of the
questions received by 5.00pm (New Zealand time)
on Friday 11 October 2019 and respond to them at the
Annual Meeting. This means that not every question
will be answered individually and some questions
may be covered in the Chair’s Address or Chief
Executive Officer’s address.
Car Parking at SkyCity Auckland
Shareholders and bondholders attending the
Annual Meeting may park free of charge in the
SkyCity Auckland Main Car Park.
Please take a ticket on entry into the car park and
we will replace your ticket with a prepaid one at the
Annual Meeting.
Attendance
All shareholders are entitled to attend and vote
at the Annual Meeting or to appoint a proxy or
representative (in the case of a corporate shareholder)
to attend and vote on their behalf. The appointment
of a proxy or representative does not preclude a
shareholder from attending and voting at the Annual
Meeting in place of the proxy or representative.
Bondholders who are not also shareholders are
invited to attend the Annual Meeting, but are not
entitled to vote on the resolutions.
For those shareholders attending the Annual Meeting,
please bring the combined attendance card, proxy
form and voting paper with you to assist with your
registration and for voting purposes. Bondholders
who are not also shareholders have not been sent
this document, as only shareholders (or the proxies
or corporative representatives of shareholders) are
entitled to vote on the resolutions which are included
on the agenda for the Annual Meeting. Bondholders
are nonetheless invited to attend the Annual Meeting.
Voting
Voting at the Annual Meeting will be, as has been the
practice in the past, by way of poll.
Pursuant to section 105(2) of the Companies Act 1993,
an ordinary resolution means a resolution passed by
a simple majority of the votes of those shareholders
entitled to vote and voting on the resolution.
Pursuant to section 2(1) of the Companies Act 1993,
a special resolution means a resolution approved by
a majority of 75% of the votes of those shareholders
entitled to vote and voting on the resolution.
Proxies
Shareholders who wish to vote by appointing a proxy
to vote on their behalf may direct their proxy to vote
for or against a resolution, to abstain from voting or to
exercise their discretion as to how to vote. Please note
that your proxy will not be able to vote at the Annual
Meeting unless you have provided a voting direction
or discretion to them.
A proxy need not be a shareholder and may be
appointed online or by completing the form
accompanying this Notice of Annual Meeting.
The appointment must be lodged online at
www.investorvote.co.nz or, if you complete the
accompanying form, either sent by fax to
+64 9 488 8787 or sent by mail to Computershare
Investor Services Limited, Level 2, 159 Hurstmere
Road, Takapuna, Private Bag 92119, Auckland 1142
and be received by no later than 10.00am (New
Zealand time) on Wednesday 16 October 2019.
If, in appointing your proxy, you do not name a
person to be your proxy (either online or on the
accompanying form), or your named proxy does not
attend the Annual Meeting, the Chair of the Annual
Meeting will be your proxy and may only vote in
accordance with your express direction.
34

You may appoint the Chair of the Annual Meeting
as your proxy. If you appoint the Chair as proxy and
have marked the ‘proxy discretion’ box in relation to
resolution 1 or 2, the Chair will vote for that resolution.
Live Broadcast
A live recording of the Annual Meeting will
be broadcast on the company’s website at
www.skycityentertainmentgroup.com commencing
at 10.00am (New Zealand time) on Friday 18 October
2019. A test page is currently available on our website
so that you can visit prior to the Annual Meeting and
ensure that you will be able to view and hear the
broadcast.
The recording will also be available on the company’s
website following the Annual Meeting.
Results of voting will also be posted on the
company’s website following the conclusion of the
Annual Meeting and finalisation of the voting results.
Resolution 1
Alteration of Constitution
Background
On 1 January 2019, NZX Limited introduced new NZX
Listing Rules (“New Listing Rules”). A copy of the New
Listing Rules is available at www.nzx.com.
All NZX listed companies were required to transition
to the New Listing Rules on or before 1 July 2019.
SkyCity transitioned to the New Listing Rules on
1 March 2019.
To comply with the New Listing Rules, SkyCity must
alter its constitution. In this regard, an amended
constitution has been prepared and a copy, marked
to show the changes from the existing constitution,
is available on SkyCity’s website at
www.skycityentertainmentgroup.com/
investor-centre/financial-information/reports-
presentations/2019 or by request from the Company
Secretary at jo.wong@skycity.co.nz.
Accordingly, shareholders are being asked to resolve
that SkyCity’s existing constitution be altered with
effect from the close of the Annual Meeting.
Existing Constitution
The company’s existing constitution was adopted
at the 2006 SkyCity Annual Meeting and sets out a
number of NZX Listing Rules in full, including some
NZX Listing Rules which have now been amended.
This means that there are a number of inconsistencies
between the New Listing Rules and the company’s
constitution.
Accordingly, it is proposed to alter the company’s
constitution in order to make it consistent with
the New Listing Rules and move to a “short form”
constitution, which incorporates the relevant New
Listing Rules by reference (as listed companies are
permitted to do) rather than set out in full the text of
the various New Listing Rules.
This does not in itself change the obligations of
SkyCity under the New Listing Rules as the current
constitution includes provisions whereby the
constitution is automatically amended to reflect
changes to the NZX Listing Rules. However, by
moving to a “short form” constitution SkyCity will
minimise the risk that such inconsistencies arise
in the future. SkyCity considers that this will be a
preferable outcome for shareholders.
Special Resolution Required
To alter the new constitution, a special resolution of
shareholders is required under the Companies
Act 1993.
Overview of Changes
A summary of the significant changes to the
constitution is set out on the following pages.
Unless expressly stated otherwise, references to
clause numbers in this section are references to
clause numbers in the constitution as proposed to be
altered.
56

• Methods of holding meetings: Changes have
been made to provide more up-to-date wording
and flexibility to enable director and shareholder
meetings to be held by electronic means.
• Notice of meeting: Changes have been made to
align the requirements set out in the constitution
for a notice of shareholder meeting with recent
changes made to the Companies Act 1993, and for
consistency with current market practice.
• Voting at meetings of shareholders: The New
Listing Rules require that all voting at shareholders’
meetings must be conducted by way of a poll. This
has been reflected (where required) in paragraph
6.1 of schedule 1 to the new constitution.
A number of amendments have also been made
to the remainder of paragraph 6 of schedule 1
to the new constitution to reflect changes in
law which provide greater flexibility around
audio-visual meetings and voting and participation
of shareholders by electronic means.
• Proxies: Amendments have been made to reflect
current market practice relating to appointment of
proxies by electronic means and to reflect changes
to the language used in the New Listing Rules. The
changes do not affect the right to appoint a proxy.
The new constitution has also been updated to
reflect changes to the Companies Act 1993 which
relate to the lodgement of proxies.
• Directors: The rules requiring regular retirement
and re-election of directors have been changed as
follows:
◊ Under the previous Listing Rules, one third
of the directors, or the number nearest to one
third, were required to retire at the annual
meeting each year, but were eligible for
re-election at that annual meeting. The directors
to retire were those who had been longest in
office.
◊ Under the New Listing Rules, a director may
not hold office, without being re-elected,
past the third annual meeting after his or her
appointment or re-election, or for three years,
whichever is the longer.
◊ The previous Listing Rules provided that
executive directors were not required to retire
by rotation. That exception has been removed.
The requirement that the term of appointment
of an executive director not exceed five years has
also been removed.
The constitution has been altered to reflect these
changes made by the New Listing Rules.
• Alternate directors: The constitution has been
altered to remove the ability for directors to appoint
an alternate director.
• Payment of dividends: The constitution has been
amended to remove the ability for dividends to be
paid by way of cheque. Dividends will be paid by
automatic payment only.
• New Listing Rules incorporated by reference: A
number of the New Listing Rules are not expressly
set out in the new constitution (including in
respect of issues of new equity securities, buy backs
and redemptions of equity securities, financial
assistance, major transactions and related party
transactions), but are instead incorporated into the
constitution by reference. SkyCity will accordingly
still be subject to these rules, in accordance with
the New Listing Rules.
• Removal of clauses no longer required to be
incorporated: A number of clauses have been
removed from the constitution where they are no
longer required by the New Listing Rules to be
set out in the constitution. Where applicable, the
equivalent provisions of the New Listing Rules are
incorporated by reference into the new constitution
– see the discussion above.
78

• Other changes: Changes to the definitions in the
constitution, various other less significant wording
changes (which do not impact on their purpose or
effect) and the inclusion of new provisions relating
to transmission of shares, liquidation and processes
around holding board meetings have been made
to reflect the provisions of the New Listing Rules,
to reflect changes to legislation or to generally
modernise the constitution (particularly regarding
electronic communications).
General
If any of the provisions of the updated constitution
are inconsistent with the New Listing Rules
(as amended by any waiver or ruling granted to
SkyCity), the New Listing Rules will prevail.
The proposed alterations to SkyCity’s constitution do
not impose or remove a restriction on the activities
of SkyCity, or the rights attached to shares in SkyCity.
As such, no rights arise under section 110 of the
Companies Act 1993.
As required by New Listing Rule 2.19.1, Bell Gully has
provided an opinion to NZX Limited that it considers
that the proposed new constitution complies with
the New Listing Rules (as amended by a revised
waiver and ruling granted to SkyCity in respect of the
New Listing Rules).
Board Recommendation
The Board unanimously recommends shareholders
vote in favour of altering the current constitution.
Resolution 2
Remuneration of Auditor
Section 207T of the Companies Act 1993 provides
that a company’s auditor is automatically
re-appointed at an annual meeting of shareholders
of the company unless there is a resolution or other
reason for the auditor not to be re-appointed.
PricewaterhouseCoopers will automatically be
re-appointed as the auditor of the Company at the
Annual Meeting.
Section 207S of the Companies Act 1993 provides that
the fees and expenses of PricewaterhouseCoopers
as auditor are to be fixed in such a manner as the
company determines at the annual meeting.
The Board proposes that, consistent with commercial
practice, the auditor’s fees should be fixed by the
directors. Authority for the directors to fix the fees and
expenses of the auditor is a resolution at each annual
meeting of shareholders of the company.
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skycityentertainmentgroup.com

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GO ONLINE TO APPOINT A PROXY OR TURN OVER TO COMPLETE THIS FORM
YOUR SECURE ACCESS INFORMATION
Control Number: CSN/Securityholder Number:
Please note: You will need your CSN/Securityholder Number and postcode (or country of residence if you
reside outside of New Zealand) to securely access InvestorVote and appoint your proxy online.
www.investorvote.co.nz
Lodge your proxy online - 24 hours a day, 7 days a week
Smartphone
Scan the QR code
For your proxy appointment to be effective, it must be received by 10.00am (New Zealand time) on Wednesday 16 October 2019.
Attending the Meeting
If you wish to attend the meeting and vote in person, bring this form
(which includes your attendance slip and ballot paper) with you to the
meeting.
A corporation may appoint a person to attend the meeting as its
representative in the same manner in which it can appoint a proxy.
Appointment of Proxy
If you do not plan to attend the meeting, you can appoint a proxy
to attend the meeting and vote on your behalf. A proxy need not
be a SkyCity shareholder. You can appoint a proxy online at www.
investorvote.co.nz or complete the form overleaf and forward it to
Computershare Investor Services Limited at the contact details above.
If, in appointing your proxy, you do not name a person to be your proxy
(either online or on this form), or your named proxy does not attend the
meeting, the Chairperson of the meeting will be your proxy and may
only vote in accordance with your express direction.
If returning your form by post, it must be received by Computershare
Investor Services Limited no later than 10.00am (New Zealand time) on
Wednesday 16 October 2019.
The Chairperson of the meeting is willing to act as proxy for any
securityholder who wishes to appoint him/her for that purpose – simply
insert 'the Chairperson' in 'Step 1' of this form overleaf.
Direct your proxy how to vote by marking the ‘for’, ‘against’ or ‘abstain’
box beside each resolution OR marking the ‘proxy discretion’ box. You
can direct your proxy in respect of one or more resolutions and give
your proxy discretion in respect of other resolutions. Note that:
• if your proxy is excluded from voting on a resolution for any reason
and you mark the ‘proxy discretion’ box, they will not be able to vote
on that resolution on your behalf, however they may vote if you give
them a voting direction;
• if you do not mark any box for a resolution, then the direction to your
proxy is to abstain from voting on that resolution; and
• if you mark more than one box for a resolution, your vote will be invalid
on that resolution.
If you appoint the Chairperson as proxy and have marked the ‘proxy
discretion’ box in relation to resolution 1 or 2, the Chairperson will vote for
that resolution.
Signing Instructions if you are Completing this Form
INDIVIDUAL
Where the shareholding is in one name, the securityholder must sign
where provided overleaf.
JOINT HOLDING
Where the shareholding is in more than one name, all of the
securityholders should sign where provided overleaf.
POWER OF ATTORNEY
If this form is being signed under a power of attorney, a copy of the power
of attorney (unless already provided to SkyCity) and a signed certificate of
non-revocation of the power of attorney must accompany this form.
COMPANIES
A duly authorised officer or attorney of the company must sign this form.
Persons who sign on behalf of a company must be acting with that
company’s express or implied authority.
Comments & Questions
If you have any comments or questions for SkyCity, please write them on
a separate sheet of paper and return it with this form.
LODGE YOUR PROXY
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
New Zealand
By Fax
+64 9 488 8787
FOR ALL ENQUIRIES CONTACT
+64 9 488 8777
corporateactions@computershare.co.nz
PROXY/VOTING FORM FOR THE 2019 ANNUAL MEETING

ForAgainst
Proxy
Discretion
Abstain
Securityholder 1 Securityholder 2 Securityholder 3
STEP 1
Annual Meeting of SkyCity Entertainment Group Limited
to be held in the SkyCity Theatre, Level 3, SkyCity Auckland,
corner of Wellesley and Hobson Streets, Auckland, on
Friday 18 October 2019 at 10.00am (New Zealand time).
ATTENDANCE SLIP
Contact Name Contact Daytime Telephone Date
SIGNATURE OF SECURITYHOLDER(S) This section must be completed.
Ordinary Business
Item 1 To alter the existing constitution of the company
Item 2 To authorise the directors to fix the auditor's remuneration
Please note: If you mark the 'abstain' box for any resolution, you are directing your proxy NOT to vote on your behalf on
that resolution and your vote will not be counted when calculating the required majority for that resolution.
ITEMS OF BUSINESS - VOTING INSTRUCTIONS/BALLOT PAPER
as my/our proxy to attend and vote for me/us on my/our behalf in accordance with the following directions at the Annual
Meeting of SkyCity Entertainment Group Limited to be held in the SkyCity Theatre, Level 3, SkyCity Auckland, corner of
Wellesley and Hobson Streets, Auckland, on Friday 18 October 2019 at 10.00am (New Zealand time) and at any adjournment
of that meeting.
hereby appoint
of
or failing him/herof
APPOINT A PROXY TO VOTE ON YOUR BEHALF
SIGN
STEP 2
PROXY/CORPORATE REPRESENTATIVE FORM
The Chairperson of the meeting is willing to act as proxy for any securityholder who wishes to appoint him/her for that purpose. If you wish, you
can appoint the Chairperson as your proxy by inserting 'the Chairperson' below.
I/We, being a shareholder/s of SkyCity Entertainment Group Limited,
This form is to be used to vote as follows on the following:
and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the
meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she thinks fit or abstain from voting
on each such resolution. The proxy is appointed only in respect of the above meeting or any adjournment thereof.
CSN/Securityholder Number:
Number of Shares:
CSN/Securityholder Number:
Number of Shares:

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1
From:
Sent:
To:
Subject:
SkyCity Entertainment Group Limited

SkyCity Entertainment Group Limited - Annual Meeting 18 October 2019
CSN/Securityholder Number: 5964374
COMPUTERSHARE INVESTOR SERVICES LIMITED
Dear Shareholder
Annual Meeting
We are pleased to invite shareholders to attend the 2019 Annual Meeting of SkyCity Entertainment Group
Limited to be held on Friday 18 October 2019 commencing at 10.00am (New Zealand time) in the SkyCity
Theatre, Level 3, SkyCity Auckland, corner of Wellesley and Hobson Streets, Auckland, New Zealand.
Notice of Annual Meeting
The Notice of Annual Meeting can be viewed here .
Attending the Annual Meeting
If you wish to attend the Annual Meeting and vote in person, please bring your CSN/Securityholder number with
you to the Annual Meeting and visit the Registration Desk. You will be issued with a voting paper on registration.
Appointing a Proxy Online
If you do not plan to attend the Annual Meeting, you can appoint a proxy to attend the Annual Meeting and vote
on your behalf by following the instructions below:
1.Visit InvestorVote by clicking here .
2.Enter in your postcode (if in New Zealand) or Country of Residence (if outside New Zealand) and click the
‘LOGIN’ button.
3.Follow the prompts to lodge your proxy online.
For your proxy appointment to be effective, it must be received by 10.00am (New Zealand time) on Wednesday
16 October 2019.
If you have any queries regarding the information above, please contact Computershare Investor Services
Limited by phone on 09 488 8777 (Monday to Friday from 8.30am - 5.00pm) or email.
SkyCity Entertainment Group Limited
You are receiving this email because you have signed up for electronic securityholder communications. You can unsubscribe to email notifications at

2
any time by logging into Investor Centre www.investorcentre.com/nz. Select ‘My profile’ and click on the ‘update’ button on the communication
preferences tile.

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1
From:
Sent:
To:
Subject:
SkyCity Entertainment Group Limited
SkyCity Entertainment Group Limited - Annual Meeting 18 October 2019
COMPUTERSHARE INVESTOR SERVICES LIMITED
Dear Bondholder
Annual Meeting
We are pleased to invite bondholders to attend the 2019 Annual Meeting of SkyCity Entertainment Group Limited
to be held on Friday 18 October 2019 commencing at 10.00am (New Zealand time) in the SkyCity Theatre, Level
3, SkyCity Auckland, corner of Wellesley and Hobson Streets, Auckland, New Zealand.
You are welcome to attend the Annual Meeting. However, please note that only shareholders (or the proxies or
corporate representatives of shareholders) are entitled to vote on the resolutions at the Annual Meeting.
Notice of Annual Meeting
The Notice of Annual Meeting can be viewed here .
If you have any queries regarding the information above, please contact Computershare Investor Services
Limited by phone on 09 488 8777 (Monday to Friday from 8.30am - 5.00pm) or email.
SkyCity Entertainment Group Limited
You are receiving this email because you have signed up for electronic securityholder communications. You can unsubscribe to email notifications at
any time by logging into Investor Centre www.investorcentre.com/nz. Select ‘My profile’ and click on the ‘update’ button on the communication
preferences tile.

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17 September 2019


Client Market Services
NZX Limited
Level 1, NZX Centre
11 Cable Street
WELLINGTON

Copy to:

ASX Market Announcements
Australian Stock Exchange
Exchange Centre
Level 6
20 Bridge Street
Sydney NSW 2000
AUSTRALIA


RE: SKYCITY ENTERTAINMENT GROUP LIMITED (SKC)
NOTICE OF MEETING AND ANNUAL MEETING


Please find attached documents relating to SkyCity Entertainment Group Limited’s
upcoming 2019 Annual Meeting of shareholders, which will be sent to security holders
today:

1. Notice of Meeting;

2. Attendance Card and Proxy/Voting Form;

3. Email to SkyCity shareholders; and

4. Email to SkyCity bondholders.

SkyCity’s 2019 Annual Meeting will be held on Friday 18 October 2019 commencing at
10.00am (New Zealand time) in the SkyCity Theatre, Level 3, SkyCity Auckland, corner of
Wellesley and Hobson Streets, Auckland.


Yours faithfully

Jo Wong
Company Secretary