Capital Change Notice

Capital Change Notice

This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of share rights ("Share Rights") to
Martin Stewart (the "Chief Executive Officer") as part of the remuneration arrangements in his employment
agreement.

Section 1: Issuer information
Name of issuer Sky Network Television Limited
NZX ticker code SKT
Class of financial product Share Rights conferring an
entitlement to be issued ordinary
shares in the Company
ISIN (If unknown, check on NZX website) Not Applicable
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 800,000 Share Rights
Nominal value (if any) Nil
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other consideration)
No cash consideration (but rather
for consideration of the Chief
Executive Officer's ongoing
employment)
Amount paid up (if not in full) Not Applicable
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of Financial
Products of the Class, excluding any Treasury Stock, in existence)
1

100% of Share Rights
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion price and
Conversion date and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option (for example,
the exercise price and exercise date)
Each Share Right confers an
entitlement to be issued, for no
cash consideration (ie, each
Share Right will have a nil
exercise price), one fully paid
ordinary share in the Company for
each Share Right exercised.
200,000 of the Share Rights will
be deemed to be exercised on
each of the first four anniversaries
following commencement of the
Chief Executive Officers'
employment with the Company
(February 2020,2021, 2022 and
2023), subject to certain
exceptions. No other
performance hurdles or criteria
must be satisfied for the Share
Rights to be exercised. The

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

shares issued on exercise of the
Share Rights (up to a total of
800,000 ordinary shares) will rank
pari passu with all other ordinary
shares in the Company.
Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
Issue of Share Rights to the Chief
Executive Officer as part of the
remuneration arrangements in his
employment agreement.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury Stock)
and the total number of Financial Products of the Class held as
Treasury Stock after the issue/acquisition/redemption.
800,000 Share Rights
In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or redemption, including
a reference to the rule pursuant to which the issue, acquisition, or
redemption is made
Directors' resolution dated
16 October 2019 for an issue of
equity securities under NZX
Listing Rule 4.1.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
The Share Rights may not be
sold, transferred or otherwise
disposed of, 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).
Date of issue/acquisition/redemption
2
30/10/2019
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Sophie Moloney
Contact person for this announcement Sophie Moloney
Contact phone number +64 9 979 5816
Contact email address sophie.moloney@sky.co.nz
Date of release through MAP

30/10/2019










2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

---

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1
Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13


Name of entity
Sky Network Television Limited

ABN
70 653 143 224

We (the entity) give ASX the following information.


Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

1
+
Class of
+
securities issued or to
be issued

Share rights conferring an entitlement to be
issued ordinary shares in the Company


2 Number of
+
securities issued or to
be issued (if known) or maximum
number which may be issued

800,000

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013
3 Principal terms of the
+
securities
(e.g. if options, exercise price and
expiry date; if partly paid
+
securities, the amount outstanding
and due dates for payment; if
+
convertible securities, the
conversion price and dates for
conversion)
Each share right confers an entitlement to be
issued, for no cash consideration (ie, each share
right will have a nil exercise price), one fully
paid ordinary share in the Company for each
share right exercised. 200,000 of the share
rights will be deemed to be exercised on each of
the first four anniversaries following
commencement of the Chief Executive Officers'
employment (February 2020,2021, 2022 and
2023) with the Company, subject to certain
exceptions. No other performance hurdles or
criteria must be satisfied for the share rights to
be exercised. The shares issued on exercise of
the share rights (up to a total of 800,000
ordinary shares) will rank pari passu with all
other ordinary shares in the Company.

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3


4 Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
 the date from which they do
 the extent to which they
participate for the next
dividend, (in the case of a trust,
distribution) or interest
payment
 the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
No



The share rights will be deemed to be exercised
on each of the first four anniversaries following
commencement of the Chief Executive Officers'
employment with the Company (February 2020,
2021, 2022 and 2023), subject to certain
exceptions.

The share rights confer no dividend rights or
entitlement to participate in any other corporate
action of the Company

The shares issued on exercise of the share rights
(up to a total of 800,000 ordinary shares) will
rank pari passu with all other ordinary shares in
the Company.



5 Issue price or consideration

No cash consideration (but rather for
consideration of the Chief Executive Officer's
ongoing employment)


6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly
identify those assets)






Issue of share rights to the Chief Executive
Officer as part of the remuneration
arrangements in his employment agreement.


6a Is the entity an
+
eligible entity that
has obtained security holder
approval under rule 7.1A?

If Yes, complete sections 6b – 6h
in relation to the
+
securities the
subject of this Appendix 3B, and
comply with section 6i
No


6b The date the security holder
resolution under rule 7.1A was
passed
N/A


6c Number of
+
securities issued
without security holder approval
under rule 7.1
N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013
6d Number of
+
securities issued with
security holder approval under rule
7.1A
N/A


6e Number of
+
securities issued with
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)

N/A


6f Number of
+
securities issued under
an exception in rule 7.2
N/A


6g If
+
securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+
issue date and both values.
Include the source of the VWAP
calculation.
N/A


6h If
+
securities were issued under
rule 7.1A for non-cash
consideration, state date on which
valuation of consideration was
released to ASX Market
Announcements
N/A


6i Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
N/A


7
+
Issue dates
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule 19.12).
For example, the issue date for a pro rata
entitlement issue must comply with the applicable
timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
30 October 2019

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5

Number
+
Class
8 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in
section 2 if applicable)



414,225,193 Ordinary shares




Number
+
Class
9 Number and
+
class of all
+
securities not quoted on ASX
(including the
+
securities in
section 2 if applicable)



800,000 Share rights
conferring an
entitlement to be
issued ordinary shares
in the Company

100,000,000 SKT020 Bonds




10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
N/A


Part 2 - Pro rata issue

11 Is security holder approval
required?

N/A


12 Is the issue renounceable or non-
renounceable?
N/A


13 Ratio in which the
+
securities will
be offered
N/A


14
+
Class of
+
securities to which the
offer relates
N/A


15
+
Record date to determine
entitlements
N/A



16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
N/A


17 Policy for deciding entitlements in
relation to fractions

N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013
18 Names of countries in which the
entity has security holders who will
not be sent new offer documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
N/A


19 Closing date for receipt of
acceptances or renunciations
N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7

20 Names of any underwriters


N/A


21 Amount of any underwriting fee or
commission
N/A


22 Names of any brokers to the issue


N/A


23 Fee or commission payable to the
broker to the issue
N/A


24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
N/A


25 If the issue is contingent on security
holders’ approval, the date of the
meeting
N/A


26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
N/A


27 If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
N/A


28 Date rights trading will begin (if
applicable)
N/A


29 Date rights trading will end (if
applicable)


N/A


30 How do security holders sell their
entitlements in full through a
broker?
N/A


31 How do security holders sell part of
their entitlements through a broker
and accept for the balance?
N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013

32 How do security holders dispose of
their entitlements (except by sale
through a broker)?
N/A


33
+
Issue date


N/A


Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

34 Type of
+
securities
(tick one)

(a)

+
Securities described in Part 1


(b)

All other
+
securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities


Tick to indicate you are providing the information or
documents



35

If the
+
securities are
+
equity securities, the names of the 20 largest holders of the
additional
+
securities, and the number and percentage of additional
+
securities held by
those holders


36

If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over


37

A copy of any trust deed for the additional
+
securities

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9

Entities that have ticked box 34(b)

38 Number of
+
securities for which
+
quotation is sought





39
+
Class of
+
securities for which
quotation is sought




40 Do the
+
securities rank equally in all
respects from the
+
issue date with an
existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
 the date from which they do
 the extent to which they
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
 the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment



41 Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period

(if issued upon conversion of
another
+
security, clearly identify
that other
+
security)




Number
+
Class
42 Number and
+
class of all
+
securities
quoted on ASX (including the
+
securities in clause 38)

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013


Quotation agreement

1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX may
quote the
+
securities on any conditions it decides.

2 We warrant the following to ASX.

 The issue of the
+
securities to be quoted complies with the law and is not for
an illegal purpose.

 There is no reason why those
+
securities should not be granted
+
quotation.

 An offer of the
+
securities for sale within 12 months after their issue will
not require disclosure under section 707(3) or section 1012C(6) of the
Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give
this warranty

 Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any
+
securities to be quoted and
that no-one has any right to return any
+
securities to be quoted under
sections 737, 738 or 1016F of the Corporations Act at the time that we
request that the
+
securities be quoted.

 If we are a trust, we warrant that no person has the right to return the
+
securities to be quoted under section 1019B of the Corporations Act at the
time that we request that the
+
securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the warranties
in this agreement.

4 We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on the
information and documents. We warrant that they are (will be) true and complete.


Sign here: ............................................................ Date: .........................
(Director/Company secretary)


Print name: .........................................................

== == == == ==

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 11
Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A
for eligible entities
Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid
+
ordinary
securities on issue 12 months before the
+
issue date or date of agreement to issue

Add the following:
• Number of fully paid
+
ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid
+
ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid
+
ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items

Subtract the number of fully paid
+
ordinary
securities cancelled during that 12 month
period

“A”

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 12 04/03/2013

Step 2: Calculate 15% of “A”
“B”
0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15

Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items

“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2

Subtract “C”
Note: number must be same as shown in
Step 3

Total [“A” x 0.15] – “C”

[Note: this is the remaining placement
capacity under rule 7.1]

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 13
Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1

Step 2: Calculate 10% of “A”
“D”
0.10
Note: this value cannot be changed
Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items

“E”

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 14 04/03/2013

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2

Subtract “E”
Note: number must be same as shown in
Step 3

Total [“A” x 0.10] – “E”

Note: this is the remaining placement
capacity under rule 7.1A

---

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information
and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11

Name of entity Sky Network Television Limited ("Company")
ABN 70 653 143 224

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for
the director for the purposes of section 205G of the Corporations Act.

Name of Director Martin David Stewart
Date of last notice 29 April 2019

Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should
be disclosed in this part.

Direct or indirect interest Direct
Nature of indirect interest
(including registered holder)

Note: Provide details of the circumstances giving rise to the
relevant interest.

N/A
Date of change 30 October 2019
No. of securities held prior to change Nil
Class Share rights under CEO Share Scheme
Number acquired 800,000
Number disposed Nil
Value/Consideration
Note: If consideration is non-cash, provide details and
estimated valuation

Received 800,000 share rights for no cash
consideration (but rather for consideration of
Martin Stewart's ongoing employment).
No. of securities held after change 800,000 unlisted share rights issued under the
Company's CEO Share Scheme.

Each share right confers an entitlement to be
issued one fully paid ordinary share in the
Company on exercise for no cash consideration.

Appendix 3Y
Change of Director’s Interest Notice



+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011

Nature of change
Example: on-market trade, off-market trade, exercise of
options, issue of securities under dividend reinvestment plan,
participation in buy-back
Granting of share rights under the CEO Share
Scheme, as approved by shareholders at the
2019 Annual General meeting.




Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be
disclosed in this part.

Detail of contract N/A
Nature of interest N/A
Name of registered holder
(if issued securities)
N/A
Date of change N/A
No. and class of securities to which interest related
prior to change
Note: Details are only required for a contract in relation to which the interest has
changed

N/A
Interest acquired N/A
Interest disposed N/A
Value/Consideration
Note: If consideration is non-cash, provide details and an estimated valuation

N/A
Interest after change N/A

Part 3 – +Closed period

Were the interests in the securities or contracts detailed above traded
during a
+
closed period where prior written clearance was required?
No
If so, was prior written clearance provided to allow the trade to
proceed during this period?
N/A
If prior written clearance was provided, on what date was this
provided?
N/A