NOTICE OF ANNUAL MEETING AND ANNUAL MEETING
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
---
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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