SkyCity Entertainment Group Limited logo

NOTICE OF ANNUAL MEETING AND ANNUAL MEETING

AGM14 September 2020SKCConsumer Discretionary

2020
Notice of

Annual Meeting

23
Dear Shareholder

The SkyCity Board invites you to participate in the

2020 Annual Meeting of SkyCity Entertainment

Group Limited.

Given the ongoing impacts of the COVID-19

pandemic, particularly in relation to domestic and

international travel, and the possibility of social

distancing requirements and restrictions on mass

gatherings being maintained or reintroduced in

the event of a resurgence of COVID-19 infections

in New Zealand, this year’s Annual Meeting

will be held virtually via an online platform on

Friday 16 October 2020 commencing at 1.00pm

(New Zealand time).

Instructions and further details on how to participate

in the virtual Annual Meeting are set out in the

Explanatory Notes in this Notice of Meeting and the

accompanying Virtual Meeting Guide.

The SkyCity Board and management look forward to

welcoming you to the 2020 Annual Meeting.

On behalf of the SkyCity Board

Jo Wong

Company Secretary


15 September 2020

Annual Meeting of Shareholders

Friday 16 October 2020 commencing at 1.00pm

(New Zealand time)

Business and Agenda of the Meeting

A. Chair’s Address

B. Chief Executive Officer’s Address

C. General Business and Shareholder 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

D. Resolutions

Shareholders will be asked to consider and,

if thought appropriate, pass the following

ordinary resolutions:

1. To re-elect Rob Campbell


Rob Campbell retires from office at the

Annual Meeting and, being eligible,

offers himself for re-election

2. To re-elect Sue Suckling

Sue Suckling retires from office at the

Annual Meeting and, being eligible,

offers herself for re-election

3. To re-elect Jennifer Owen

Jennifer Owen retires from office at the

Annual Meeting and, being eligible,

offers herself for re-election

4. To re-elect Murray Jordan

Murray Jordan retires from office at the

Annual Meeting and, being eligible,

offers himself for re-election

5. To authorise the directors to fix the fees and

expenses of the auditor of the company

Pursuant to section 105(2) of the Companies Act

1993, an ordinary resolution means a resolution

passed by a simple majority of votes of those

shareholders entitled to vote and voting.

Further information relating to the resolutions is

set out in the Explanatory Notes accompanying

this Notice of Meeting.

45
Explanatory Notes

Virtual Meeting

All shareholders will have the opportunity to attend

and participate in the Annual Meeting online via an

internet connection using a computer, laptop, tablet

or smartphone.

In order to attend and participate, you will need:

(a) to either:

• visit web.lumiagm.com (your browser will

need to be compatible with the latest version

of Chrome, Safari, Internet Explorer, Edge or

Firefox); or

• download ‘Lumi AGM’ from the App Store or

Google Play Store for free (search for Lumi AGM);

(b) the meeting ID, which is 345-894-708; and

(c) your CSN/Securityholder Number, which can be

found on your proxy form.

Shareholders will be able to view the presentations,

vote on the resolutions to be put to shareholders and

ask questions on their selected devices. Audio will

stream through your selected device, so please ensure

that the volume control on your headphones or

device is turned up. Instructions on how to participate

‘virtually’ are provided in the accompanying Virtual

Meeting Guide.

Shareholders are encouraged to review the Virtual

Meeting Guide, and visit web.lumiagm.com or (if you

intend using a mobile device) download the ‘Lumi

AGM’ app, prior to the Annual Meeting.

Shareholders will still be able to appoint a proxy to

vote for them, as they otherwise would, by following

the instructions on the proxy form and in this Notice

of Annual Meeting.

If you have any questions on, or need assistance with,

the online process, please contact Computershare

on +64 9 488 8777 between 8.30am and 5.00pm

(New Zealand time) Monday to Friday.

Shareholder Questions

Shareholders 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 9 October 2020 and respond to them at the

Annual Meeting. This means that not every question

submitted will be answered individually and some

questions may be covered in the Chair’s Address or

Chief Executive Officer’s address.

Voting

Voting at the Annual Meeting will be, as has been the

practice in the past, by way of poll.

Results of voting will be posted on the company’s

website (www.skycityentertainmentgroup.com) and

the NZX and ASX following the conclusion of the

Annual Meeting and finalisation of the voting results.

Proxies

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. Shareholders can

still attend the meeting, even if they have appointed a

proxy (although they will not be able to vote if a proxy

has been appointed).

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.

A proxy need not be a shareholder and may be

appointed online or by completing the proxy form

accompanying this Notice of Annual Meeting.

67
The appointment must be made online at

www.investorvote.co.nz or, if you complete the

accompanying form, received by Computershare

Investor Services Limited, Level 2, 159 Hurstmere Road,

Takapuna, Private Bag 92119, Auckland 1142 by no

later than 1.00pm (New Zealand time) on Wednesday

14 October 2020.

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.

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

any of resolutions 1 to 5, the Chairman will vote for

that resolution.

Recording

A recording of the Annual Meeting will

be available on the company’s website

(www.skycityentertainmentgroup.com) following

the Annual Meeting.

Resolutions

RESOLUTION 1

Re-election of Rob Campbell

Rob Campbell was

appointed to the Board in

June 2017 and as Chair of

the Board in January 2018.

He retires by rotation at

the Annual Meeting and

offers himself for re-election

in accordance with

NZX Listing Rule 2.7.1.

In addition to being Chair of the Board, Rob is

Chair of the SkyCity Governance and Nominations

Committee and a member of each of the Audit and

Risk Committee, People and Culture Committee and

Sustainability Committee.

Rob is currently the Chair of Summerset Group

Holdings Limited, Tourism Holdings Limited, Ultrafast

Fibre Limited, New Zealand Rural Land Company

Limited, Ara Ake Limited and WEL Networks Limited

and a director of Precinct Properties New Zealand

Limited. Rob has over 30 years’ experience in capital

markets and is a director of, or advisor to, a range

of investment fund and private equity groups

in New Zealand, Australia, Hong Kong and the

United States of America.

Rob holds a Bachelor of Arts with First Class Honours

in Economic History and Political Science and a

Masters of Philosophy in Economics.

The Board considers Rob to be an independent

director and unanimously recommends that

shareholders vote in favour of his re-election.

89
RESOLUTION 2

Re-election of Sue Suckling

Sue Suckling was appointed

to the Board in May 2011.

She retires by rotation at the

Annual Meeting and offers

herself for re-election in

accordance with NZX Listing

Rule 2.7.1.

Sue is Chair of the SkyCity

Sustainability Committee and is a member of the

Governance and Nominations Committee.

Sue is an independent director and consultant

with over 25 years in commercial corporate

governance. She is recognised for her leadership

in the technology innovation space and her deep

governance experience.

Sue is currently the Chair of the Insurance

& Financial Services Ombudsman Scheme

Commission, Jacobsen Holdings Limited, Brannigans

Consulting Limited, Rubix Limited, Soltians Limited,

Jade Software Corporation Limited and Zag Limited.

Previous governance roles include chairing NIWA,

the New Zealand Qualifications Authority and

AgriQuality Limited, and as a director of Restaurant

Brands Limited, Westpac Investments Limited and

the New Zealand Dairy Board. She was awarded an

OBE for her contribution to New Zealand business.

Sue is a Chartered Fellow of the New Zealand

Institute of Directors and a Companion of the

Royal Society of New Zealand.

The Board considers Sue to be an independent

director and unanimously recommends that

shareholders vote in favour of her re-election.

RESOLUTION 3

Re-election of Jennifer Owen

Jennifer Owen was appointed

to the Board in December

2016. She retires by rotation

at the Annual Meeting and

offers herself for re-election

in accordance with NZX

Listing Rule 2.7.1.

Jennifer is a member of

each of the SkyCity Audit and Risk Committee,

People and Culture Committee and Governance and

Nominations Committee.

Jennifer has more than 30 years’ experience in

the areas of accountancy, audit, finance, treasury

and equities research. She has specific specialist

knowledge of the New Zealand and Australian

gaming and entertainment sectors through her

previous roles as Director of Equities Research at

Citigroup Global Markets, with a specialist focus

on the Australasian gaming sector, and as Equities

Research Analyst at Macquarie Group focusing on the

tourism/leisure sector, and has a wide network within

the gaming industry and a strong understanding of

industry and investor issues.

Jennifer is currently a Principal of Owen Gaming

Research, an independent research firm specialising

in the gaming and wagering markets, and a director

of Aspire Child Care (Mascot) Pty Limited.

Jennifer holds a Bachelor of Business from the

Queensland Institute of Technology and a Masters

in Business Administration from the University of

Queensland, is a graduate of the Australian Institute

of Company Directors’ Diploma course and is a

member of Chartered Accountants Australia and

New Zealand.

The Board considers Jennifer to be an independent

director and unanimously recommends that

shareholders vote in favour of her re-election.

1011
RESOLUTION 4

Re-election of Murray Jordan

Murray Jordan was appointed

to the Board in December

2016. He retires by rotation

at the Annual Meeting and

offers himself for re-election

in accordance with NZX

Listing Rule 2.7.1.

Murray is Chair of the SkyCity

People and Culture Committee and a member of the

Governance and Nominations Committee.

Murray is currently a director of Chorus Limited,

Metcash Limited, Stevenson Group Limited, Southern

Cross Benefits Limited, Southern Cross Hospitals

Limited and the Southern Cross Medical Care

Society. He is also a trustee of Southern Cross Health

Trust, Starship Foundation, Foodstuffs’ Members

Protection Trust and The Foodstuffs Co-operative

Perpetuation Trust.

Prior to embarking on a governance career in 2015, he

held various senior management roles at Foodstuffs

Limited from 2004 to 2015, including Managing

Director of Foodstuffs North Island and Managing

Director and General Manager Retail, Sales and

Performance of Foodstuffs Auckland Limited. In 2013,

he led the merger of the Auckland and Wellington

businesses of Foodstuffs to create what is now known

as Foodstuffs North Island and established and

oversaw the integration programme.

His early career was in the property sector, including

as General Manager of Telecom NZ’s property

business and General Manager of AMP Capital

Investors NZ Limited’s property portfolio. Murray has

a Masters degree in Property Administration from the

University of Auckland.

The Board considers Murray to be an independent

director and unanimously recommends that

shareholders vote in favour of his re-election.

RESOLUTION 5

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.

skycityentertainmentgroup.com

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GO ONLINE TO APPOINT A PROXY OR TURN OVER TO COMPLETE THIS FORM
VIRTUAL MEETING

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 1.00pm (New Zealand time) on Wednesday 14 October 2020.

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 1.00pm (New Zealand time) on

Wednesday 14 October 2020.

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 any of resolutions 1–5, 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.

Given the ongoing impacts of the COVID-19 pandemic, the 2020 Annual Meeting of SkyCity Entertainment Group Limited will be held virtually

via an online platform. All shareholders will have the opportunity to attend and participate in the meeting online via an internet connection using

a computer, laptop, tablet or smartphone.

Please refer to the Virtual Meeting Guide that accompanies this Proxy/Voting 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 2020 ANNUAL MEETING

ForAgainst
Proxy

Discretion

Abstain

Securityholder 1 Securityholder 2 Securityholder 3

STEP 1

Please note: Shareholders can still attend the meeting, even if they have appointed a proxy (although they will not be able

to vote if a proxy has been appointed).

Contact Name Contact Daytime Telephone Date

SIGNATURE OF SECURITYHOLDER(S) This section must be completed.

Ordinary Business

Item 1 To re-elect Rob Campbell as a director

Item 2 To re-elect Sue Suckling as a director

Item 3 To re-elect Jennifer Owen as a director

Item 4 To re-elect Murray Jordan as a director

Item 5 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 as a virtual meeting on Friday 16 October 2020 commencing at 1.00pm (New

Zealand time) and at any adjournment of that meeting.

hereby appoint

of

or failing him/her

of

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.

If your proxy is not the Chairperson of the meeting or another director of SkyCity Entertainment Group Limited, please ensure that you provide their


contact details (phone and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for

your proxy.

Proxy contact details (Phone): and (Email):

CSN/Securityholder Number:

Number of Shares:

---

STEP 1
Open Lumi AGM and enter the

Meeting ID shown in top right

corner

STEP 2

Enter your username and

password (CSN/Holder Number

and postcode)

STEP 3

When the poll is opened,

click and select your

desired voting direction

Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to either:

>Visit web.lumiagm.com on your desktop or mobile device. Ensure that your browser is compatible — Lumi AGM supports the latest

versions of Chrome, Safari, Internet Explorer, Edge and Firefox; or

>Download Lumi AGM from the App Store or Google Play Store for free — search for Lumi AGM.

If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between

8.30am and

5.00pm Monday to Friday (New Zealand time).

Shareholders are encouraged to download the app prior to the Annual Meeting if using a mobile device.

VOTI

NG AT A GLANCE

VIRTUAL MEETING GUIDE

LOGGING IN

NEW ZEALAND RESIDENTS

Username (CSN or Holder Number) and

password (postcode).

APPOINTED PROXIES

A username and password will be

provided prior to the meeting.

If you have not received your username

and password, please contact

Computershare on +64 9 488 8777

betw

een 8.30am and 5.00pm Monday

to Friday (New Zealand time).

MEETING ID

345-894-708

To log in, you must have the following information (which can be found on your Shareholder’s Proxy/Voting Form) or you can log in as a

guest if you are not a shareholder in SkyCity Entertainment Group Limited. Please note, if you have logged in as a guest you will not be

able to ask any questions or vote.

R

emote entry to the Annual Meeting will open at 12.30PM NZT on

Friday 16 October 2020, with the meeting commencing at 1.00PM NZT

OVERSEAS RESIDENTS

Username (CSN or Holder Number) and

password (three-character ISO3 country

code — e.g. AUS is the ISO3 code for

Australia).

You can find a full list at

www.computershare.com/iso3.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING

Once you have downloaded Lumi AGM

or entered web.lumiagm.com into your

internet browser, you’ll be prompted

to enter the Meeting ID and accept the

terms and conditions.

You will then be required to enter your:

>username (CSN or Holder Number);

>password (postcode or

country code).

NAVIGATING LUMI AGM - APP

When successfully authenticated, the

info screen will display.

You can view meeting information, ask

questions and watch the webcast.

If you would like to watch the webcast,

press the broadcast icon at the

bottom of the screen.

NAVIGATING LUMI AGM - DESKTOP

When successfully authenticated, the

info screen will display.

You can view meeting information, ask

questions and watch the webcast.

If you would like to watch the webcast,

press the

button at the bottom of

the screen.

WATCHING THE WEBCAST

To watch the webcast, click the black

broadcast bar on screen and push

the

button to start the webcast.

The video and/or slides will appear

shortly after (dependent on the speed

of your internet connection).

ASKING QUESTIONS

Any shareholder or appointed

proxy/representative attending the

meeting is eligible to ask questions.

If you would like to ask a question,

select

then type and submit

your question.

Please note that not all questions

may be able to be answered during

the meeting.

VOTING IN LUMI AGM

Once the poll has been opened, will

appear on the navigation bar at the

bottom of the screen — from here, the

resolution and voting choices will be

displayed.

To vote, simply select your voting

direction from the options shown on

screen. To change your vote, simply

select another direction — you can

cancel your vote by clicking ‘Cancel’.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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