Notice of Meeting and Proxy Form

1
ORDINARY BUSINESS
To consider and, if thought fit, to pass the following ordinary resolutions:
1. Auditors’ remuneration
That the Board be authorised to fix the auditors’ remuneration.
Re-election of Directors
2. To re-elect Martin Stewart as a Director
That Martin Stewart be re-elected as a director of the Company.
3. To re-elect Philip Bowman as a Director
That Philip Bowman be re-elected as a director of the Company.
4. To re-elect Joan Withers as a Director
That Joan Withers be re-elected as a director of the Company.
Remuneration of Chief Executive Officer and Executive Director
5. To issue retention share rights
That the Company issue to Martin Stewart 800,000 share rights in the Company on the terms
and conditions set out in the explanatory notes.
6. Ratification of prior issue of 25,085,408 shares to RugbyPass Investors, LLC
That the prior issue of 25,085,408 shares by the Company to RugbyPass Investors, LLC on the
terms and conditions described in the explanatory notes is approved and ratified.
SPECIAL BUSINESS
To consider and, if thought fit, pass the following special resolutions:
7. To approve the SANZAAR Rights Transaction
That Shareholders approve the SANZAAR Rights Transaction as described in the explanatory notes
on terms acceptable to the Board and authorise the Directors and Company’s senior executive
to take all actions and do all things including negotiating terms and executing all documents and
agreements necessary or desirable in connection with the SANZAAR Rights Transaction.
8. To adopt a new constitution
That the existing constitution of the Company be revoked and a new constitution, in the form
referred to in the explanatory notes, be adopted with effect from the close of the meeting.
OTHER BUSINESS
– To consider any other business, including Shareholder questions, that may be properly brought
before the meeting.
– All resolutions to be put to the meeting are discussed in the explanatory notes.
Notice is hereby given that the 2019 Annual Meeting of Shareholders of Sky Network
Television Limited (the Company) will be held at The Generator, 12 Madden Street,
Auckland on Thursday 17 October 2019, commencing at 10:30 a.m.
By order of the Board
Sophie Moloney
Chief Legal, People and Partnerships Officer and Company Secretary
Agenda
Notice of annual
meeting of shareholders of
Sky Network Television Limited

2
PROCEDURAL NOTES
Ordinary Resolutions
Each of resolutions 1-6 set out above is to be considered
as a separate ordinary resolution, requiring approval by
a simple majority of the votes of Shareholders entitled
to vote and voting on each resolution.
Special Resolutions
Each of resolutions 7 and 8 set out above is to be
considered a special resolution, requiring approval by
75% of the votes of the Shareholders entitled to vote
and voting on each resolution.
Voting Restrictions - Resolutions 5 and 6
The Company will disregard any votes cast on
Resolution 5 by Martin Stewart or any Associated
Person or associate of his (as defined in the NZX
Listing Rules and ASX Listing Rules respectively).
However, the Company will not disregard a vote
if Martin Stewart is acting as a proxy for a person
who is entitled to vote where such vote is cast in
accordance with an express instruction contained
in a voting/proxy form.
The Company will disregard any votes cast on
Resolution 6 by RugbyPass Investors, LLC or any of its
Associated Persons or associates (as defined in the
NZX Listing Rules and ASX Listing Rules respectively).
However, the Company will not disregard a vote if
RugbyPass Investors, LLC is acting as a proxy for a
person who is entitled to vote where such vote is cast
in accordance with an express instruction contained
in a voting/proxy form.
NZX Approval
This notice of meeting has been approved by NZX.
However, NZX takes no responsibility for any statement
contained in this notice of meeting or any of the
explanatory notes.
Voting and Proxies
You can exercise your right to vote at the meeting
in two ways. Namely, by being present and voting in
person or by appointing a proxy to attend and vote in
your place. A voting/proxy form is enclosed with this
notice of meeting and explanatory notes.
If you are entitled to vote and wish to do so in person,
you should attend the Annual Meeting. Please bring
your voting/proxy form with you to the meeting, as the
barcode will assist with your registration.
If you wish to vote by proxy you must complete the
voting/proxy form and ensure it is received by the
Company by no later than 10:30 a.m. on Tuesday 15
October 2019. You can also lodge your proxy online,
see the voting/proxy form for more details.
If you wish to appoint a proxy:
– The proxy does not need to be a Shareholder.
– You may direct your proxy how to vote, or give
your proxy discretion to vote as they see fit. If you
wish to give your proxy that discretion, you should
mark the appropriate box on the voting/proxy
form. If you do not mark any appropriate box on
the voting/proxy form then your proxy may vote or
abstain from voting as they see fit.
– The Chair of the meeting is willing to act as proxy.
If you appoint the Chair of the meeting as proxy
but do not direct the Chair how to vote on a
particular resolution then the Chair of the meeting
will vote your shares in favour of each of the
resolutions.

3
EXPLANATORY NOTES
AGENDA ITEM 1– Auditors’ Remuneration
PricewaterhouseCoopers (PWC) is the Company’s
auditor and is automatically reappointed
under section 207T of the Companies Act 1993
(Companies Act). This resolution authorises the
Board to fix the audit fees and expenses of PWC
for the financial year ending 30 June 2020.
AGENDA ITEMS 2, 3 AND 4 – Re-election of Directors
NZX Listing Rule 2.7.1 provides that any person who
is appointed as a director by the Board shall retire
from office at the next annual meeting, but shall be
eligible for re-election at that meeting. ASX Listing
Rule 14.4 provides that a director appointed to fill a
casual vacancy or as an addition to the Board must
not hold office past the next annual general meeting
of the entity.
Martin Stewart
Mr Stewart retires in accordance with NZX Listing Rule
2.7.1 and ASX Listing Rule 14.4 and being eligible, offers
himself for re election. The Board has determined that
Mr Stewart is not an independent Director due to his
role as Chief Executive Officer. The Board unanimously
supports Mr Stewart’s election.
Mr Stewart was appointed by the Board on
18 April 2019.
Mr Stewart joined Sky as Chief Executive in February
2019 and was appointed to the board in April 2019.
A highly-regarded media sector operator with a wealth
of experience in the UK, Europe and the Middle East,
Mr Stewart brings a valuable international perspective
to Sky. In the TMT space Mr Stewart has been CEO of
OSN, the leading pay TV network in the Middle East
and was CFO of Sky in the United Kingdom when
Sky launched its digital platform and the company
doubled its subscriber base in 4 years. Other major
roles include CFO of the Football Association in the UK,
CEO of ONO (Cable Europa in Madrid), and CFO and
Executive Director of EMI Group.
Philip Bowman
Mr Bowman retires in accordance with NZX Listing
Rule 2.7.1 and ASX Listing Rule 14.4 and being eligible,
offers himself for re election. The Board considers
that Mr Bowman is an independent Director and
unanimously supports his election.
Mr Bowman was appointed by the Board on
1 September 2019.
He has extensive experience of leadership at major
international public companies and was Chief
Executive of Smiths Group from 2007 to 2015. He
was previously Chief Executive of Scottish Power plc
and Allied Domecq plc. He also held non-executive
directorships at British Sky Broadcasting Group plc and
Scottish and Newcastle Group plc as well as having
been Chairman of Liberty plc, Coral Eurobet plc and
Miller Group plc. His earlier career included five years as
a director of Bass plc, where he held the roles of Chief
Financial Officer and subsequently Chief Executive of
Bass Taverns. He holds a Masters degree in Natural
Sciences from Cambridge University.
Joan Withers
Ms Withers retires in accordance with NZX Listing Rule
2.7.1 and ASX Listing Rule 14.4 and being eligible, offers
herself for re election. The Board considers that Ms
Withers is an independent Director and unanimously
supports her election.
Ms Withers was appointed by the Board on
16 September 2019.
Joan has spent over 25 years working in the media
industry holding CEO positions at both Fairfax NZ Ltd
and The Radio Network and has corporate governance
experience spanning 20 years. Her current governance
roles include Chair of Mercury NZ Ltd (stepping down
27 September 2019), Chair of The Warehouse Group
Ltd and Director of ANZ NZ. She has previously held
Chair positions at Auckland International Airport
and TVNZ. Joan holds a Masters Degree in Business
Administration from The University of Auckland.
In 2015 Joan was named Supreme Winner in the
Women of Influence Awards and was named as
Chairperson of the Year in the Deloitte Top 200
Management Awards.

4
AGENDA ITEM 5 – Remuneration of Chief Executive Officer and Executive Director
Introduction
In November 2018 the Company announced the
appointment of Mr Stewart as its Chief Executive
Officer, a role which he commenced on 21 February
2019. The Company subsequently announced
Mr Stewart’s appointment as an Executive Director
of the Company with effect from 18 April 2019.
The Company and Mr Stewart entered into an
employment agreement which details the terms of
Mr Stewart’s employment, including those relating
to his remuneration. In determining Mr Stewart’s
remuneration package, the Board considered the scope
of the Chief Executive Officer role, the complexity
and challenges facing the Company, Mr Stewart’s
high calibre and extensive industry experience as well
as market practice in relation to positions of similar
responsibility in New Zealand and Australia.
Mr Stewart’s remuneration arrangements, which were
negotiated and agreed to by the Board, provide for
(amongst other things) a base salary of NZ$1,500,000
per annum and incentive arrangements comprising:
/a the provision of 200,000 fully paid ordinary
shares in the Company to be provided for no
consideration on the first four anniversaries of
employment (a total of up to 800,000 ordinary
shares) (the CEO Share Scheme); and
/b an annual cash based bonus payment linked to
short term and long term incentive arrangements
of up to 50% of base salary (NZ$750,000) per
annum, to be determined by the Board in its sole
discretion.
In structuring Mr Stewart’s remuneration package in
this way, the Board sought to maintain an appropriate
balance between fixed and variable components
that ensure alignment between the interests of
Shareholders and Mr Stewart. Additionally, in order to
enhance Mr Stewart’s long-term commitment to the
Company, the Board determined that a component
of his remuneration package should be delivered in
equity over time, making it subject to the long-term
performance of the Company.
CEO Share Scheme
Resolution 5 seeks Shareholder approval for one
grant of 800,000 share rights in the Company to Mr
Stewart in satisfaction of the Company’s obligations
in respect of the CEO Share Scheme. The equity
securities comprising of the 800,000 share rights
will be issued by the Company shortly after the 2019
Annual Meeting, and in any event within 1 month from
the date of the 2019 Annual Meeting.
Subject to Shareholder approval pursuant
to Resolution 5, the share rights granted to
Mr Stewart in accordance with the CEO Share Scheme
arrangements will be subject to the following terms:
/a each share right is granted for no cash
consideration (but rather as consideration for
Mr Stewart’s ongoing employment). Therefore,
no funds will be raised from the issue of the share
rights under Resolution 5;
/b each share right granted may not be sold,
transferred or otherwise disposed of;
/c subject to remaining employed by the Company,
Mr Stewart will be deemed to exercise 200,000
share rights on each of the first four anniversaries
following commencement of his employment
(February 2020, 2021, 2022 and 2023). No other
performance hurdles or criteria must be satisfied
for the share rights to be exercised;
/d each share right granted confers an entitlement
to be issued one fully paid ordinary share in the
Company on exercise for no cash consideration
(ie each share right will have a nil exercise price);
/e shares issued on exercise of the share rights will
be fully paid ordinary shares in the Company which
will rank pari passu with all other ordinary shares
of the Company and will be quoted on the NZX
Main Board and ASX so long as the Company
remains listed on the NZX Main Board and/or ASX
markets; and
Continued

5
Continued
/f the share rights confer no dividend rights or
entitlement to participate in any other corporate
action of the Company, including any capital return
or subsequent issue of securities by the Company.
In the event that Mr Stewart’s employment ceases
due to termination by the Company for convenience
or as a result of a change of control in the Company
which leads to Mr Stewart no longer being the Chief
Executive Officer, the unexercised balance of the
800,000 share rights issued to Mr Stewart pursuant
to Resolution 5 will be deemed exercised upon the
occurrence of such event. A change of control will
be taken to have occurred where there is a sale of
more than 50% of the Company’s shares or a sale of
substantially all the assets of the Company.
The share rights issued to Mr Stewart pursuant to
Resolution 5 may only be exercised as described above.
Shareholder approvals sought
Due to his role as an Executive Director of the
Company (subject to re-election), the issue of share
rights and the resultant issue of shares on the exercise
of those share rights to Mr Stewart must be approved
by ordinary resolutions of Shareholders. Such approvals
are sought pursuant to NZX Listing Rule 4.1.1 and ASX
Listing Rule 10.11.
The Company proposes to issue 800,000 share rights
pursuant to Resolution 5. If approved, Shareholders
will not immediately be diluted, however subject to
all of the share rights being exercised this will equate
to the issue of 800,000 ordinary shares representing
0.19% of the total ordinary shares currently on issue.
Shareholders will be diluted by this percentage
amount. Dilution occurs when a company issues
new shares which results in a decrease of an existing
shareholder’s ownership percentage of the company,
and in this case if all of the 800,000 shares are issued
to Mr Stewart, existing Shareholders’ ownership
percentage of the Company’s total shares on issue will
reduce by 0.19%, although their number of shares will
not be affected.
If Shareholder approval for the issue of share rights
pursuant to Resolution 5 is obtained, the Company will
issue the share rights to Mr Stewart shortly after the
2019 Annual Meeting of Shareholders and no later than
15 November 2019.
If Shareholder approval for the issue of share rights
pursuant to Resolution 5 is not obtained, the Company
will satisfy its obligations in respect of the CEO Share
Scheme by alternative means. This may involve the
appointment of a broker to purchase shares on market
which will incur additional cost to the Company or
the Company may negotiate with Mr Stewart a cash
alternative to the up to 800,000 shares to be made
available to Mr Stewart under the terms of the CEO
Share Scheme.
NZX Waiver from Appraisal Report requirements
in respect of Resolution 5
NZX Regulation has granted the Company a waiver
from the requirement for the Company to include
an appraisal report with this notice of meeting in
respect of Resolution 5 under Listing Rule 7.8.5. The
terms of this waiver can be found on the Company’s
announcement page on the NZX website (www.nzx.
com/companies/SKT/announcements).
Directors’ recommendation to approve Resolution 5
The Board (with Mr Stewart abstaining) considers
that the incentive arrangements and corresponding
grant of share rights and resultant issue of shares on
the exercise of those share rights outlined above are
important in aligning Mr Stewart’s personal financial
interest with the future performance of the Company’s
share price. The Board (with Mr Stewart abstaining)
fully supports Resolution 5 and recommends that
Shareholders vote in its favour.

6
AGENDA ITEM 6 - Ratification of prior issue of 25,085,408 shares to RugbyPass Investors, LLC
As announced on 19 August 2019, on that date the
Company issued 25,085,408 ordinary shares to
RugbyPass Investors, LLC (representing 6.446% of the
Company’s total shares on issue before the issue to
RugbyPass Investors, LLC (or 6.056% after the issue
has occurred)). The shares formed part of the total
purchase price paid by the Company (as buyer) to
RugbyPass Investors, LLC (as seller) for acquiring 100%
of RugbyPass New Zealand Limited (RugbyPass),
the largest online rugby network in the world. The
acquisition of RugbyPass completed on 19 August 2019.
For more information on the RugbyPass acquisition,
please refer to the Company’s announcement dated
16 August 2019.
These shares were issued at a notional issue price of
NZ$1.24 per share. The shares rank equally with all
existing shares on issue, however they are subject to
certain restrictions on disposal under a restriction deed
between the Company and RugbyPass Investors, LLC.
NZX Listing Rule 4.5.1 and ASX Listing Rule 7.1 restrict
the number of equity securities (as that term is defined
in the NZX Listing Rules and the ASX Listing Rules)
which an NZX listed company and ASX listed company
(as applicable) may issue in any 12-month period,
without the approval of shareholders, to 15% of the
number of fully paid ordinary shares on issue at the
start of the period, subject to certain adjustments and
permitted exceptions (15% Placement Capacity). The
issue of the shares to RugbyPass Investors, LLC came
out of the Company’s 15% Placement Capacity.
NZX Listing Rule 4.5.1(c) provides that an issue of
shares that has been ratified by an ordinary resolution
of shareholders of an issuer is excluded from a
calculation of the 15% Placement Capacity. ASX Listing
Rule 7.4 provides that an issue of equity securities is
treated to have been made with shareholder approval
if ASX Listing Rule 7.1 is not breached at the time
the equity securities were issued and shareholders
subsequently approve the issue.
Therefore, if Shareholders ratify this prior issue of
shares to RugbyPass Investors, LLC, the Company will
have the flexibility to issue further shares up to the
15% limit over the next 12-month period because the
issue of shares to RugbyPass Investors, LLC will not
be counted for the purposes of the 15% limit set out in
NZX Listing Rule 4.5.1 and ASX Listing Rule 7.1.
If Resolution 6 is not approved, the prior issue of shares
to RugbyPass Investors, LLC will remain valid and
effective as Shareholder approval of the share issue
was not required under the NZX Listing Rules or the
ASX Listing Rules.
Directors’ recommendation to approve Resolution 6
The Board fully supports the resolution and
unanimously recommends that Shareholders vote
in favour of this resolution.

7
AGENDA ITEM 7 - Approval of the SANZAAR Rights Transaction
The following explanatory notes are provided for the purpose of assisting Shareholders in exercising their voting
rights. These explanatory notes do not disclose details that are either confidential or commercially sensitive to the
Company or other parties involved in negotiations related to the proposed SANZAAR Rights Transaction.
Definitions
Archive MatchesMatches played during the period from 1 January 1996 to 31 December 2020.
MatchesThe rugby matches that are controlled by the Rugby Unions, which comprise matches
in The Rugby Championship and Super Rugby and also rugby matches that are
played as part of in-bound tours to, and domestic rugby competitions in, South
Africa, New Zealand and Australia, or any agreed sub-set of those matches.
Next SANZAAR RightsThe SANZAAR Rights for the period after 1 January 2021.
Rugby UnionsThe four national governing bodies for rugby in South Africa, New Zealand, Australia
and Argentina and/or their successors and related entities.
SANZAAR CountriesSouth Africa, New Zealand, Australia and Argentina.
SANZAAR RightsThe rights to access grounds in order to produce, and distribute and exhibit within
New Zealand, audio-visual and/or audio only coverage of the Matches.
SANZAAR Rights
Transaction
The acquisition of the Next SANZAAR Rights for any period after 1 January 2021,
and the entering into any agreements or arrangements to enable or support that
acquisition (including the rights contract with the Rugby Unions, and any production
and distribution arrangements).
Super RugbyThe annual competition using that name between franchised rugby teams from
South Africa, New Zealand, Australia and Argentina (and any future enhancement to,
or replacement of, that competition, including any renaming of that competition).
The Rugby
Championship
The annual competition using that name involving test matches between the
Springboks, All Blacks, Wallabies and Pumas (and any future enhancement to, or
replacement of, that competition, including any renaming of that competition).
The explanation notes are provided for the purpose of assisting Shareholders in exercising their voting rights.
The notes do not disclose details of future Matches, the terms on which the Rugby Unions are offering the Next
SANZAAR Rights for the period after 1 January 2021, or other information provided by the Rugby Unions.

8
Introduction
The Company holds the SANZAAR Rights until 31
December 2020. A process is currently underway to
sell the Next SANZAAR Rights for the period after 1
January 2021.
The Company is interested in acquiring the Next
SANZAAR Rights for the period after 1 January 2021 by
entering into the SANZAAR Rights Transaction, which
is outlined below.
As explained in more detail in the next section, that
transaction may be a major transaction for the
Company that requires Shareholder approval. In the
past (and since 1996) the Company has acquired
the SANZAAR Rights without Shareholder approval.
Shareholder approval is being sought for the SANZAAR
Rights Transaction as a combined result of the
following factors:
– potential increased interest from other local and
international organisations for the Next SANZAAR
Rights that could increase the cost of acquiring the
Next SANZAAR Rights;
– the Company’s lower share price and therefore
lower Average Market Capitalisation which is
relevant for testing major transactions under
the NZX Listing Rules as described in the section
below; and
– the Company’s lower total assets following recent
adjustments to the Company’s balance sheet (in
particular, the write off of a substantial amount
of goodwill in the last two financial years) which is
relevant for testing a major transaction under the
Companies Act as described in the section below.
Requirements for Shareholder approval
Under s129 of the Companies Act, a company must not
enter into a major transaction unless the transaction
is approved, or is conditional on approval, by a special
resolution of the company’s shareholders. For the
purposes of the Companies Act a major transaction
includes the acquisition of, or an agreement to acquire,
assets the value of which is more than half the value of
the company’s assets before the acquisition. A major
transaction also includes a transaction that has, or
is likely to have, the effect of the company incurring
obligations or liabilities the value of which is more
than half the value of the company’s assets before the
transaction.
As at 30 June 2019, the Company’s total assets in
its Consolidated Balance Sheet was $771,545,000.
The Company’s view is that the market value of the
asset it wishes to acquire pursuant to the SANZAAR
Rights Transaction (being the Next SANZAAR Rights)
and the value of the purchase price obligation which
the Company could incur as a result, may be more
than half the market value of the Company’s total
assets, in which case approval by a super majority
of Shareholders (75% entitled to vote and voting) is
required under s129 of the Companies Act.
Under NZX Listing Rule 5.1.1 a listed issuer must obtain
shareholder approval for an acquisition of assets in
respect of which the gross value exceeds 50% of the
issuer’s Average Market Capitalisation (as defined
in the NZX Listing Rules), or where an acquisition of
assets would significantly change the essential nature
of the business of the issuer. If, for example, Sky’s
Average Market Capitalisation (as defined in the NZX
Listing Rules) was $470,000,000 on the day before the
proposed SANZAAR Rights Transaction was entered
into, and the gross value of the SANZAAR Rights
Transaction exceeded $235,000,000, Shareholder
approval will be required under NZX Listing Rule 5.1.1.
Because the SANZAAR Rights Transaction may also
require Shareholder approval pursuant to s129 of the
Companies Act, a special resolution of Shareholders
(75% entitled to vote and voting) is also required for
the purposes of the NZX Listing Rules.

9
THE SANZAAR RIGHTS TRANSACTION
Overview
The transaction Shareholders are being asked to
approve involves the proposed acquisition (subject
to continuing negotiations) by the Company of the
New Zealand media rights for certain rugby matches
and competitions played after 1 January 2021 that
are controlled by the Rugby Unions, which is likely to
include those rights for The Rugby Championship and
Super Rugby and other key rugby matches played
in the SANZAAR Countries. The Next SANZAAR
Rights may give the rights holder the right to access
the venues at which Matches are played during the
period of this contract, for the purpose of accessing
or producing audio-visual and audio-only coverage of
those matches, together with the ability and right to
distribute and exhibit that coverage in New Zealand.
The holder of the Next SANZAAR Rights may have
responsibility for producing coverage of those matches
played in New Zealand (or alternatively will have the
right to access coverage of those matches), and the
ability to access coverage of those matches playing in
other SANZAAR Countries which is produced by the
primary rights holder in those countries.
At the date of this notice, the consideration payable
by the Company under, and the material commercial
terms of, the SANZAAR Rights Transaction remain
matters of ongoing negotiation. Such details are
commercially sensitive to the Company and the Rugby
Unions due to the competitive nature of the rights
acquisition process. However, the Company expects
that payments for the Next SANZAAR Rights will
be made in instalments spread over the term of the
contract, and those instalments will be budgeted for
and paid from working capital.
It is advantageous to the Company to acquire the Next
SANZAAR Rights without making its bid conditional on
Shareholder approval. There is a risk that a conditional
bid could be perceived as less attractive to the Rugby
Unions when compared to an unconditional bid.
Next SANZAAR Rights
As noted above, the holder of the Next SANZAAR
Rights may have rights to access match venues to
produce coverage of Matches played during the period
of the contract (or alternatively the right to access
coverage of those matches), and to access coverage
of overseas Matches played during that period which
is produced by overseas rights holders. The holder of
the Next SANZAAR Rights will be able to distribute and
exploit audio-visual and/or audio only coverage of the
Matches in New Zealand by the licensed platforms and
distribution methods, which may include:
– various forms of television including pay and free
to air television;
– streaming via websites and apps;
– distribution via mobile, broadband satellite and
digital territorial transmissions;
– distribution live, delayed and via highlights; and/or
– distribution on an on-demand basis.
While the Next SANZAAR Rights are likely to be
granted on an exclusive basis, there is also likely to
be limited use rights granted in favour of the Rugby
Unions (e.g. to help promote the game) and other
parties such as Rugby Union sponsors and other
licensees of the Rugby Unions. Rights for Archive
Matches (being Matches played during the period 1996
to 2020) may be granted to the rights holder on a non-
exclusive basis.
The Next SANZAAR Rights may be offered as
one package or a number of separate packages.
The SANZAAR Rights Transaction would include the
acquisition of all, or any number of, those packages.

10
Matches
The Matches that are likely to be included in the
SANZAAR Rights Transaction include the following
rugby matches played during the period covered by the
acquisition contract:
– test matches in The Rugby Championship;
– other test matches (both men’s and women’s)
played in South Africa, New Zealand and Australia
including in-bound tours (such as the British and
Irish Lions Tours scheduled in 2021 and 2025) but
excluding any Rugby World Cup Matches;
– Super Rugby Matches; and/or
– matches played as part of domestic rugby
competitions in South Africa, New Zealand and
Australia.
The SANZAAR Rights Transaction is also likely to give
the rights holder access to, and the right to distribute
and exhibit within New Zealand, audio-visual coverage
of Archive Matches.
Business As Usual
The SANZAAR Rights Transaction represents an
activity undertaken by Sky in the ordinary course of
business and, importantly, is not the result of any
change or shift in the Company’s strategy or rights
acquisition activities. The Company has a longstanding
commercial relationship with the Rugby Unions and
has held the SANZAAR Rights since 1996. In this time,
the Company has always been successful in acquiring
the SANZAAR Rights (without Shareholder approval)
and has done so in five 5 year blocks covering the
periods 1996-2000, 2001-2005, 2006-2010, 2011-2015
and 2016-2020. The SANZAAR Rights Transaction
may involve acquiring the Next SANZAAR Rights
for a similar 5 year period from 1 January 2021 to 31
December 2025 or a different period agreed with the
Rugby Unions.
The SANZAAR Rights Transaction is consistent with
the Company’s business strategy of acquiring and
distributing content rights and is very much within the
core expertise, responsibility and accountability of the
Company’s executive management team and Board.
Content acquisition is a fundamental and essential
aspect of the Company’s business, which Sky has
nearly 30 years’ experience of.
Other considerations
Other considerations include:
– The SANZAAR Rights Transaction does not involve
the immediate expenditure of large amounts of
Company funds given that payments are likely to
be spread over the period of the contract.
– The Company’s total programming costs are
disclosed in the annual and half year reports
and are carefully budgeted and managed by the
Company’s executive management team and the
Board. Those costs have been an integral part of
Sky’s business since 1990.
– The Directors have duties to act in the best
interest of the Company and will only authorise a
bid for the Next SANZAAR Rights on terms that
they believe make the best commercial sense for
the Company.
Consequences if the special resolution is passed
If Shareholder approval to enter into the SANZAAR
Rights Transaction is obtained, the Company’s Board
and senior executives will be granted a mandate and
the flexibility to negotiate and enter into a contract
to acquire the Next SANZAAR Rights as they see fit.
However, Shareholders should be aware that passing
the resolution does not itself guarantee entry into the
SANZAAR Rights Transaction as it may remain subject
to a competitive bidding process in which the Company
may not be successful. Also the scope, duration, and
exclusivity of the SANZAAR Rights Transaction will be
the subject to negotiation between the Rugby Unions
and the rights holder.
If the resolution is passed, any Shareholder who votes
all of their shares against the special resolution will be
able to require the Company to purchase their shares
(or arrange for their purchase) as further detailed
under the Minority Buy-out Rights section below.

11
Consequences if the special resolution is not passed or
the SANZAAR Rights Transaction is not entered into
If Shareholder approval to enter into the SANZAAR
Rights Transaction is not obtained the Board will
continue to have discretion to acquire the Next
SANZAAR Rights but only for total consideration which
does not trigger the requirement to obtain Shareholder
approval under the Companies Act or the NZX Listing
Rules. In this case, it becomes more unlikely that the
Company will be able to acquire the Next SANZAAR
Rights. This is because the Company anticipates the
market value of the rights and their purchase price
could be higher than the relevant thresholds and
details of what the Company can bid will become
transparent, allowing competitors to anticipate and
outbid the Company. It is likely that the Rugby Unions
will wish to sell the Next SANZAAR Rights in one
transaction to one rights holder, as they have done
since 1996, rather than splitting those rights up into
different packages, although this will be determined by
the Rugby Unions during the sale process for the Next
SANZAAR Rights.
The Rugby Unions are the sole supplier of the
SANZAAR Rights. To date, they have always been
granted on an exclusive basis in New Zealand,
reflecting the value and commercial opportunity that
exclusivity provides. This maximises the value of the
rights since it creates certainty for the rights holder,
and it is likely that this will continue. As a result,
there are no alternative means of acquiring the Next
SANZAAR Rights as they will be sold on an exclusive
basis and cannot be replicated from other sources. In
other words, the failure to acquire the Next SANZAAR
Rights is likely to have an adverse impact on the
Company and Shareholders.
Whether or not the resolution is passed, failing to acquire
the Next SANZAAR Rights, arguably the Company’s
most important content asset, represents a significant
threat to Shareholder value. The Company has been
synonymous with rugby and sports broadcasting and
production in New Zealand and has held the SANZAAR
Rights on a continuous basis since 1996.
A failure to acquire the Next SANZAAR Rights will also
result in the Company being required to maintain a
lower Debt Ratio under the Company’s Bank Facility.
The Debt Ratio is the ratio of the total permitted debt
to the EBITDA of the Company and its subsidiaries
(calculated at the end of each quarter). In the event
that the Next SANZAAR Rights are not acquired the
Debt Ratio under the Company’s Bank Facility will
fall from 2.00:1 to 1.50:1, meaning the Company will
be able to carry less debt as a ratio to the EBITDA of
the Company and its subsidiaries. The Company will
also be subject to additional ongoing reporting and
certification obligations to lenders relating to the
Company’s budgets and forecasts.
Directors’ recommendation to approve the
special resolution
The Board fully supports the resolution and
unanimously recommends that Shareholders vote in
favour of the resolution. Each Director has indicated
that he or she will be voting the shares they hold in
favour of the resolution.

12
Minority Buy-out Rights
Section 110 of the Companies Act may confer minority
buy-out rights on Shareholders who vote against the
special resolution to approve the SANZAAR Rights
Transaction (Resolution 7).
For a Shareholder to exercise those minority buy-
out rights, the Shareholder must cast all the votes
attached to shares registered in the Shareholder’s
name and having the same beneficial owner against
Resolution 7. If Resolution 7 is nevertheless passed, a
Shareholder who wishes to exercise minority buy-out
rights must, within 10 working days of the passing of
Resolution 7, give written notice to the Company that
the Shareholder requires the Company to purchase the
Shareholder’s shares.
Within 20 working days of receipt of the notice
the Board of the Company must:
/a agree to the purchase of the relevant shares
by the Company; or
/b arrange for some other person to agree
to purchase the relevant shares; or
/c apply to the court for an order exempting the
Company from the obligation to purchase the
relevant shares on the grounds that the purchase
would be disproportionately damaging to the
Company or that the Company cannot reasonably
be required to finance the purchase or it would
not be just and equitable to require the Company
to purchase the relevant shares or on the grounds
that the Board has resolved that the purchase of
the relevant shares by the Company would result
in it failing to satisfy the solvency test and the
Company has, having made reasonable efforts
to do so, been unable to arrange for the relevant
shares to be purchased by another person; or
/d arrange for Resolution 7 to be rescinded by
special resolution of Shareholders, or decide in
the appropriate manner not to take the action
concerned, as the case may be; and
/e give written notice to the Shareholder of the
Board’s decision as to which of the above actions it
will take.
Where the Board agrees to the purchase of the
relevant shares by the Company, it must give notice
to the relevant Shareholder within five working
days after the written notice of the Board’s decision
referred to in the preceding paragraph, setting out
the price the Board offers to pay for those shares and
certain information relating to how that price was
calculated. That price must be a fair and reasonable
price (as at the close of business on the day before
Resolution 7 was passed) for the relevant shares
held by the Shareholder, calculated (subject to the
following two sentences) using a default methodology
described in the Companies Act designed to allocate
to the relevant shares held by the Shareholder a
pro rata portion of the fair and reasonable value of
all shares in the Company adjusted to exclude any
fluctuation in the value of all Shares that occurred
and that was due to, or in expectation of, the
SANZAAR Rights Transaction. The Board may use
a different methodology to calculate the fair and
reasonable price if using the default methodology
would be clearly unfair to the Shareholder or the
Company (and in that case the Board must also state
in the notice that a different methodology has been
used and why calculating the price under the default
methodology would be clearly unfair).
Continued

13
Continued
A Shareholder may object to the price offered by the
Board by giving written notice to the Company no later
than 10 working days after the date the Board gave
written notice to the Shareholder of the price offered
by the Board. If, within that 10 working day period,
no objection to the price offered by the Board has
been received by the Company, it must purchase the
relevant Shareholder’s shares at the nominated price.
If, within that 10 working day period, an objection to
the price has been received by the Company, the fair
and reasonable price offered by the Board must be
submitted to arbitration. The Company must within
five working days of receiving the objection pay to the
Shareholder on a provisional basis the price offered
by the Board. The arbitration is to be conducted in
accordance with the Arbitration Act 1996. If the price
determined by the arbitrator:
/a exceeds the provisional price paid by the Company,
then the arbitrator must order the Company to
pay the balance owing to the Shareholder; or
/b is less than the provisional price paid by the
Company, then the arbitrator must order the
Shareholder to pay the excess to the Company.
Except in exceptional circumstances, the arbitrator
must award interest on any balance payable or excess
to be repaid.
If a balance is owing to the Shareholder the arbitrator
may award to the Shareholder, in addition to or
instead of interest, damages for loss attributable to
the shortfall in the initial payment.
Where the Board agrees to the purchase of the
relevant shares by the Company, on the day on which
the Board gives written notice of the Board’s decision
to the purchase of the relevant shares by the Company,
the legal title to those shares passes to the Company
and the rights of the relevant Shareholder in relation to
those shares end.
If the Board arranges for some other person to
agree to purchase the shares, the process and terms
set out in the paragraphs above apply (with such
modifications as may be necessary) to the purchase of
shares by such person. In addition, the Company must
indemnify the Shareholder in respect of any losses
suffered by the Shareholder by reason of the failure
by the person to purchase the shares at the price
nominated or fixed by arbitration, as the case may be.

14
AGENDA ITEM 8 – Adoption of a new constitution
The former NZX Main Board/Debt Market Listing
Rules (dated 1 October 2017) have been replaced by
updated NZX Listing Rules (1 January 2019) referred
to in these explanatory notes as the NZX Listing Rules.
A number of amendments are required to the existing
constitution of the Company to ensure it meets the
requirements of, and is consistent with, the NZX Listing
Rules (as required by NZX Listing Rule 2.18.1).
The Company proposes to revoke its existing
constitution and adopt a replacement constitution
(New Constitution) which is compliant with the NZX
Listing Rules. If approved by Shareholders, the existing
constitution will be revoked and the New Constitution
adopted, with effect from the close of the 2019 Annual
Meeting of Shareholders.
In addition to amendments made to simplify the form
of the constitution, the New Constitution reflects the
following changes:
– Meetings of Shareholders: amendments to (i)
reflect that voting at Shareholder meetings
must be by poll as required under the NZX Listing
Rules (rather than on a show of hands) and (ii)
make it clear that meetings of Shareholders
may be conducted through a combination of a
physical meeting and electronic means, and that
Shareholders and their proxies may participate
through electronic means.
– Director rotation: including an express statement
that the Company shall comply with the updated
director rotation requirements of the NZX Listing
Rules, which require directors to retire (with
an ability to stand for re-election) after three
years or the third annual meeting following their
appointment, whichever is longer.
– Director appointment: including an express
statement that the Company shall comply with
the board composition requirements of the NZX
Listing Rules. The NZX Listing Rules require the
Company to have, at minimum, three directors,
two directors ordinarily resident in New Zealand
and two independent directors. The Company
complies with all these requirements.
– Sale of less than minimum holding: amending the
procedure allowing for the sale of share parcels
of less than a minimum holding so as to provide
for those shares to be sold on market (including
through a broker on behalf of the Company),
rather than through NZX or in some other manner
approved by NZX.
A copy of the New Constitution may be viewed on
the Company’s website at www.sky.co.nz/investor-
relations/investor-information. The New Constitution
is also available for inspection at the registered office
of the Company at 10 Panorama Road, Mt Wellington,
Auckland.
Pursuant to the Companies Act, the proposed
amendments must be approved by a special resolution
of Shareholders. As the amendments do not impose
or remove a restriction on the activities of the
Company or affect the rights attaching to shares,
the Shareholder minority buy-out rights under the
Companies Act do not apply.
Buddle Findlay has provided an opinion to NZX that
it considers that the proposed New Constitution
complies with the NZX Listing Rules.
Directors’ recommendation to approve the
special resolution
The Board fully supports the resolution and
unanimously recommends that Shareholders vote
in favour of revoking the existing constitution and
adopting the New Constitution.

---

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Smartphone?
For your proxy to be effective it must be received by 10.30am Tuesday 15 October 2019
Signing Instructions for Proxy/Voting Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
In the case of joint shareholders, only one shareholder is required to sign this
form, providing all joint shareholders have authorised the signatory to do so.
Power of Attorney
If this form has been signed under a power of attorney, a copy of the power of
attorney (unless already deposited with the Company) and a signed certificate
of non-revocation of the power of attorney must be produced to the Company
with this Proxy Form.
Companies
This form should be signed by a director jointly with another director, or a sole
director can also sign alone. Please sign in the appropriate place and indicate
the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. A proxy need
not be a shareholder of the Company. The Chair of the meeting, or any other
director, is willing to act as proxy for any shareholder who wishes to appoint
him or her for that purpose. To do this, enter ‘the Chair’ or the name of your
proxy in the space allocated in ‘Step 1’ of this form.
The Chair of the meeting and the directors intend to vote all discretionary
proxies in favour of resolutions 1-8, subject to relevant voting restrictions.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote or abstain from
voting as they choose to the extent permitted by law and the relevant listing
rules. If you mark more than one box on an item your vote will be invalid on that
item.
Attending the Meeting
Bring this form to assist registration. If a representative or proxy of a corporate
shareholder is to attend the meeting you may need to provide evidence of your
authorisation to act prior to admission.
Sky Network Television Limited

STEP 2
I/We being a shareholder/s of Sky Network Television Limited
For
Against
Abstain
Proxy
Discretion
Items of Business - Voting Instructions/Ballot Paper
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing
the required majority. If you mark the Proxy Discretion box, your proxy may vote or abstain from voting as they see fit (to the extent permitted by law and the
relevant listing rules, and subject to the voting restrictions described below). The Chair and the other directors intend to vote all undirected proxies in favour
of each of the resolutions, subject to the voting restrictions described below.
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of the shareholders of
Sky Network Television Limited (the “Company”) to be held at The Generator, 12 Madden Street, Auckland, on Thursday 17 October 2019, commencing at
10.30am and at any adjournment of that meeting.
hereby appoint of
or failing him/herof
Appoint a Proxy to Vote on Your Behalf
STEP 1
Signature of Securityholder/s This section must be completed.
Securityholder 1Securityholder 2Securityholder 3
Annual Meeting of Sky Network Television Limited to be
held at The Generator, 12 Madden Street, Auckland, on
Thursday 17 October 2019, commencing at 10.30am
or Sole Director/Directoror Director (if more than one)
Contact Name Contact Daytime Telephone Date
SIGN
ATTENDANCE SLIP
Proxy/Voting Form
Ordinary Resolutions
1.
That the Board be authorised to fix the auditors’ remuneration.
2.
To re-elect Martin Stewart as a Director.
3.
To re-elect Philip Bowman as a Director.
4.
To re-elect Joan Withers as a Director.
5.
That the Company issue to Martin Stewart 800,000 share rights in the Company on the terms and
conditions set out in the explanatory notes.*
6.
That the prior issue of 25,085,408 shares by the Company to RugbyPass Investors, LLC on the terms and
conditions described in the explanatory notes is approved and ratified.*
Special Resolutions
7.
That Shareholders approve the SANZAAR Rights Transaction as described in the explanatory notes on terms acceptable to the
Board and authorise the Directors and Company’s senior executive to take all actions and do all things including negotiating
terms and executing all documents and agreements necessary or desirable in connection with the SANZAAR Rights Transaction.
8.
That the existing constitution of the Company be revoked and a new constitution, in the form referred to in the explanatory notes,
be adopted with effect from the close of the meeting.
*Voting Exclusion Statement:
The Company will disregard any votes cast on Resolution 5 by Martin Stewart or any Associated Person or associate of his (as defined in the NZX Listing
Rules and ASX Listing Rules respectively). However, the Company will not disregard a vote if Martin Stewart is acting as a proxy for a person who is entitled
to vote where such vote is cast in accordance with an express instruction contained in a voting/proxy form.
The Company will disregard any votes cast on Resolution 6 by RugbyPass Investors, LLC or any of its Associated Persons or associates (as defined in the
NZX Listing Rules and ASX Listing Rules respectively). However, the Company will not disregard a vote if RugbyPass Investors, LLC is acting as a proxy for
a person who is entitled to vote where such vote is cast in accordance with an express instruction contained in a voting/proxy form.