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Sky Announces Full Year Results

Full Year Results24 August 2021SKTCommunication Services

Sky New Zealand
PO Box 9059

Newmarket

Auckland 1149

New Zealand

10 Panorama Road

Mt Wellington

Auckland 1060

New Zealand

T. +64 9 579 9999

sky.co.nz

25 August 2021

Sky delivers strong result for F21; firm focus on continued turnaround in FY22

Sky New Zealand has reported a strong result for the 2021 financial year, delivering

revenue of $711.2m, EBITDA of $186.4m and NPAT of $47.5m, including several one-offs.

Key points of today’s announcement:

-Significant customer base of 955,168 customers, with further stabilisation of valuable Sky Box

base and 57%

1

increase in streaming

-Strategically important rights wins in FY21

-Key role as ‘preferred content aggregator’ in New Zealand

-FY22 seen as an inflection point as Sky absorbs higher rights costs and further transforms the

operating model of the business

-Continued permanent reductions in operating costs in FY22 and beyond

-Guidance for FY22 includes revenue growth for the first time since 2016

Commenting on the results, Chair Philip Bowman noted: “The results for FY21 have exceeded the

Board’s earlier expectations and, as signalled at our recent Investor Day, also modestly outperformed

guidance, despite this being raised twice after the start of the fiscal year. Part of this outperformance

arose from underlying operating improvements, and part from one-off items. The delivery of these

results suggests that Sky’s transformation strategy is beginning to bear fruit, and it also reflects the

hard work of the Sky team.”

Chief Executive Sophie Moloney said: “I am grateful for the strong work of our team and the successes

secured, which include:

oSecuring more of the rights that mattermost to our customers: particularly NRL and NZ

Rugby League, Discovery, ViacomCBS, Foxtel and ESPN;

oSignificant progress towardsstabilising our valuable Sky Box customer base, with a

reduction of 3.8% YOY, compared to 5.4% in previous year;

oContinuedgrowth in our streaming services, with 57% increase in streaming customers

on a like-for-like basis, including 39% growth in Neon since the merger with Lightbox, and

134% in Sky Sport Now;

oA successfullaunch of Sky Broadband, partnering with Disney to give Sky Broadband

customers a value-adding 12 month Disney+ subscription;

oThe kick-starting of ournew Sky Box development and deploymentwith a target of mid

2022 for first installations in customers’ homes;

oSolid progress with cultural change and making Sky a place where every employee can be

themselves and is empowered to do their best work.

1

Excluding bundled Lightbox wholesale at FY20

Sophie Moloney said: “The financial result for the year is very positive, although I maintain my view
(as expressed at the Interim result) that while it’s good, we still need to do better.”

“As we look to FY22 and beyond, we are at an inflection point for Sky. We have a clear strategy and

we have secured more of the rights that matter to our customers. While acquisition of these rights

come at a significant cost, we see the current pricing in this rights cycle as the zenith across sport and

entertainment. Our focus is to make best use of those rights across all of our multiple platforms (Sky

Box, streaming and free-to-air), to engage current customers and attract new ones.”

In FY22 and beyond Sky will continue to sharpen its focus on managing operating costs and working

smarter to achieve sustained efficiency gains. Having achieved a net $15m of annualised savings in

the last two years, Sky aims progressively to achieve a minimum of $10m-$15m per annum of further

non-programming cost savings by FY24.

Sky has released guidance for FY22 as part of the Results presentation which demonstrates that Sky

will remain profitable and continue to generate positive free cashflow, whilst retaining a strong

balance sheet underpinned by a significant undrawn bank facility. Revenue guidance for FY22 of

$715m to $745m indicates that Sky expects to grow the top line for the first time since 2016 and

generate EBITDA of $115m to $130m and NPAT of $17.5m to $27.5m. When considering these core

metrics, it is important to look through the one-off costs and revenues of FY21, noting that they

include the sale of OSB assets and RugbyPass adjustments, and one-off content savings because of

COVID-19 cancellations and delays. FY22 also includes key content rights step-ups, including SANZAAR

and costs associated with the Tokyo Olympics (originally budgeted in FY21).

Sophie Moloney says: “Our FY22 guidance speaks to the stage we are at in Sky’s turnaround. While

we have made good progress, we are not yet at our destination, but we do have a clear game plan for

success.”

“Sky’s strategy plays to our strengths: we have a clear role as a preferred content aggregator in the

New Zealand market with a high ARPU customer base. Our ability to reach New Zealanders right

across the country, the reliability of our service, and our multi-platform approach across satellite,

streaming and free-to-air makes us a strong partner for global and local players.”

“Our new Sky Box will reinforce that preferred aggregator position even more, with a hybrid box that

offers our customers great functionality, a superb range of content across Sky channels, and access to

a range of apps and SVOD services – all conveniently in one place and, importantly, with one remote.”

“Growing revenue is an important part of the strategy, and our ambition is to achieve revenue growth

of $75m to $100m annually by 2024. That will be achieved across Sky Box and streaming, the ongoing

recovery of Sky Commercial and Sky Advertising towards pre-COVID levels, and new business revenues

(including Sky Broadband and RugbyPass).

“At the same time, we must make further permanent reductions to operating costs in a focused and

sustainable way. We need be able to move, more effortlessly and more effectively, to meet customer

demand.”

Sky is committed to recycling capital to reinvest in areas of the business that create the most value for

customers and shareholders. In line with this approach, Sky has successfully completed the sale of

OSB in FY21 and is currently marketing three properties at its Mt Wellington site.

In a separate announcement today, Sky has also announced details of a share consolidation to reduce
the number of shares on issue following recent issuance of new shares. Every 10 Sky shares held at

5pm (NZT) on 16 September 2021 will be consolidated into 1 share.

Ends

Authorised by James Bishop, Company Secretary

Sky will host a webcast briefing at 11:00am (NZT) to discuss the results. Details on how to participate

are available here:https://www.nzx.com/announcements/377337

Investor queries to:Media queries to:

James BishopChris Major

Company SecretaryDirector of External Affairs

+64 21 630 635+64 29 917 6127

james.bishop@sky.co.nzchris.major@sky.co.nz

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)

Results for announcement to the market

Name of issuerSky Network Television Limited

Reporting Period12 months to 30 June 2021

Previous Reporting Period12 months to 30 June 2020

CurrencyNZD

Amount (000s)Percentage change

Revenue from continuing

operations

$711,2344.7% decrease

Total Revenue$711,2344.7% decrease

Net profit/(loss) from

continuing operations

$47,228130.1% increase

Total net profit/(loss)$47,546130.3% increase

Final Dividend

Amount per Quoted Equity

Security

Nil final dividend

Imputed amount per Quoted

Equity Security

Not Applicable

Record DateNot Applicable

Dividend Payment DateNot Applicable

Current periodPrior comparable period

Net tangible assets per

Quoted Equity Security

$0.060$0.029

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

For further explanation refer to the financial commentary and

audited financial statements attached.

Authority for this announcement

Name of personauthorised

to make this announcement

Andrew Hirst

Contact person for this

announcement

Andrew Hirst

Contact phone number

+64 21 621 114

Contact email addressAndrew.Hirst@sky.co.nz

Date of release through MAP25/08/2021

Audited financial statements accompany this announcement.

---

LIFE NEEDS MORE
2021 ANNUAL REPORT

A note on our wonderful talent: the people we're featuring
throughout this report are real life Kiwis and Sky customers.

This document is a celebration of everything 'Sky', and that

includes the fans whose enthusiasm motivates us to keep

delivering amazing content. Each of these real life fans is

passionate about different things, from cheering on the Blues

to keeping up with the Kardashians. Luckily, no matter what

they're into, Sky's got them covered. They're the ones that

keep us doing what we're doing, so let's celebrate them.

Life needs more fans.

LIFE

NEEDS

MORE

FANS

Chairman’s Letter 02

CEO Update 04

At a Glance 07

Our Strategy 09

Our Priorities 11

Our Customers 22

Our Content 25

Our Technology 30

Our Board of Directors 34

Financials 36

Other Information 101

Contents

LIFE
NEEDS

MORE

LAUGHS

Why did the chicken

cross the road? If anyone

knows the answer to

that age-old question,

it's Kevin. He's a big fan

of stand-up, especially

home-grown talent like

Rose Matafeo, but he's

also down to watch a

funny movie. If it's belly-

laughs you're after,

Kev's your guy!

Sky / 2021 Annual Report

1

Sky operates in a highly competitive and
rapidly evolving industry sector. In the

past year the pace of change has further

accelerated, with global consolidation of

major players and the introduction of more

direct-to-consumer services around the world.

Sky is closely focussed on the opportunities

and challenges that these changes present,

albeit from a New Zealand market perspective.

Sky is a trusted partner of key content owners

and distributes content reliably to viewers

from one end of the country to the other by

virtue of its unique position as a provider of

satellite, streaming and free-to-air services.

The results for FY21 have exceeded the

Board’s earlier expectations and as signalled

at our recent Investor Day also modestly

outperformed guidance despite this being

raised twice after the start of the fiscal year.

As highlighted in the financial statements,

part of this out-performance arose from

underlying operating improvements, and part

from one-off items. The delivery of these

results suggests that the transformation

strategy referenced in my letter a year ago

is beginning to bear fruit. It also reflects the

hard work of the strengthened Sky team.

Sky is an entertainment company, connecting

our customers with the great sport and

entertainment they love, through the

delivery mechanism that works for them.

Developing enhanced data analytics to

guide negotiation of key rights is a vital part

of our strategy. Using these insights Sky

continued to work with long-term content

partners to renegotiate ongoing content,

and insights also guided Sky not to renew

content that had historically been purchased.

Welcome to Sky’s Annual

Report for the 2021

financial year.

Chairman’s

Letter

2

The ongoing transformation of Sky has
included the appointment of Sophie Moloney

as Chief Executive in December 2020, and

a further recalibration of strategy as Sky

looks to transition to growth. The four pillars

of the strategy can be summarised as:

1. N urturing and growing Sky Box

and streaming customers

2. B eing the preferred partner

for key rightsholders, content

creators and distributors

3. G rowing existing and new revenue

streams, whilst reducing operating costs

4. Cr eating a culture and environment

where Sky crew are empowered

to deliver their best

Sophie and her team have a clear customer

focus with a major priority in Fiscal 2022

being the development and delivery of a

new Sky Box. This new interface, which

will combine the best of satellite and

streaming capabilities, will cement Sky’s

role as the preferred aggregator in the

New Zealand market. In parallel Sky plans

to release further enhancements to its

streaming services to support further

growth in subscriber numbers following

encouraging growth in Fiscal 2021.

The three-year targets we shared at the

June Investor Day provide an insight into the

financial profile of the path that management

is following to reshape the business, grow

revenues, and reduce the cost base, whilst

continuing to deliver positive free cash flow.

Sky is also committed to recycling capital

to reinvest in areas of the business that

create the most value for our customers

and shareholders. In line with this approach,

we successfully completed the sale of OSB

during Fiscal 2021 and are currently marketing

our three properties at Mt Wellington.

I noted at the Investor Day that Sky has

received unsolicited approaches around

potential transactions in the past year, all of

which were highly conditional and incomplete.

We also advised that Sky is open to reviewing

strategic investment partnerships that

will deliver sustained ongoing growth to

the company, which in turn will accelerate

the creation of shareholder values. Jarden

have been appointed as strategic advisors

and they continue to assess options.

In closing, I would like to extend my thanks

to Derek Handley who stood down from

the Sky Board during the year. Following his

resignation, an independent Board evaluation

was undertaken by Propero, and the process

of refreshing board membership will continue

in Fiscal 2022. The Board also recognises the

contribution of Martin Stewart who led the

initial phase of Sky’s transformation before

resigning as Chief Executive in December 2020.

The Board also wishes to thank Sophie Moloney

and her leadership team for their hard work

and commitment to Sky. We have a talented

and passionate management team who strive

every day to meet the needs of our customers,

partners, community and you, our investors.

We thank you for your support and investment

in Sky, and I look forward to addressing you

further at the AGM on 28th October.

Philip Bowman

Independent Chairman

Sky / 2021 Annual Report

3

CEO’s
Update

It is my pleasure

to provide you, our

investors, partners

and stakeholders,

with my first Annual

Report as CEO.

We have completed this Annual Report

at a time when fans across the country

have been enthralled by the Olympics in

Tokyo. The term ‘A Games like no other’

was regularly spoken of. With our

all-female presenting crew in Tokyo,

we brought those incredible moments –

whether a brilliant high or a devastating

low – to homes, workplaces and

hospitality outlets throughout

New Zealand and particularly poignantly

to the families and friends of those

competing: we connected kiwis to the

content that matters.

I draw on the phrase as we too report

on a year like no other. I’m proud of the

strong work of our team and a result

that delivers on our objectives for the

year while navigating the ongoing

impacts of COVID-19.

4

And what does ‘do better’ look like?
If I can liken our story to that of an athlete

returning to the Games for a victory after

prior disappointments, I see Sky’s current

trajectory in a similar vein, a year or two out

from the next big event or moment. We are

in a turnaround; at an inflection point in FY22

as we set the platform for a return to growth.

So ‘do better’ includes:

· Delivering brilliantly to our existing Sky Box

customers, so that we continue to stabilise

and grow our high-ARPU

1 base, and we

remain the trusted and preferred platform

for all their entertainment needs. The new

Sky Box is a key part of that strategy, with

the hybrid satellite and internet delivery

meaning that Sky customers can access

all of their favourite Sky content alongside

their favourite content Apps in one easily

searchable place on the Sky Box. The new

Sky Box is all about maintaining for some,

and recapturing for others, that choice

and ease for viewers across New Zealand.

· Enhancing our streaming services.

Neon continues to surprise and delight with

its kiwi-curated content offering and Sky

Sport Now had a record intake with the

‘all you can eat’ Olympics pass. You can

expect more innovation in the coming period.

· Making further permanent reductions to

our operating costs, in a future-focused way

and with ruthless prioritisation day-to-day

on what drives customer value and, in turn,

investor value. We are driving our business

to be smarter at what we do. Cloud-based

rather than physical infrastructure that talks

to a lighter capex model. Automation where

customers prefer it. Not owning properties

and assets where that is not needed.

Partnering where it makes sense. And

always, making it easier for our customers

and crew to do what they need to do.

· Innovating to engage the next generation

of sports fans, kicking off with the

proposed delivery of a new digital collectible

marketplace in collaboration with a number

of our sport partners.

I’m mindful that while the FY21 result is a

positive one, it included a number of one-off

costs and revenue that will not be repeated in

FY22 and beyond.

We have provided guidance today on FY22.

When considering these core metrics, it is

important to look through the one-off costs

and revenues of FY21 when assessing the

future financial position of the company.

Our financial result for the year is very positive, although I maintain

my view (as expressed at the Interim Result) that while it’s good,

we need to do better.

Our ‘gold medal’ moments included:

· Securing more of the rights that matter most to our customers:

including NRL and NZRL, Discovery, Foxtel, NBCUniversal,

ViacomCBS and ESPN

· Significant progress towards stabilising our valuable Sky Box

customer base

· Continuing to grow our streaming services

· Successfully launching Sky Broadband

· Kick-starting our new Sky Box deployment, which will be delivered

in our customers’ homes in mid 2022

1

Average Revenue Per User

Sky / 2021 Annual Report

5

Revenue guidance of $715m to $745m
indicates that we expect to grow the top line

for the first time in a number of years, which

will be achieved through a combination of

improvements in our core offerings, returning

towards pre-COVID-19 levels in Advertising

and Commercial, and new revenue streams.

EBITDA and NPAT guidance are $115m to

$130m and $17.5m to $27.5m respectively,

meaning that Sky remains profitable,

continues to generate free cashflows,

while also having a strong balance sheet,

maintaining an available bank facility of

$200m and a strong customer base.

A further note on our costs. Yes, they’re higher,

because we have successfully secured the

content that matters to our customers and

we see the current pricing in this rights cycle

as the zenith across sport and entertainment.

Our focus is on ensuring we make the most of

those special and valuable rights, across Sky

Box, streaming and free-to-access, engaging

our current customers and attracting new

ones. FY21 was about securing the key deals

that provide the runway that we need to reset

the way we operate our Sky Box business,

with a sharper focus on managing operating

costs while working smarter to achieve

sustained efficiency gains. We are firmly

focused on sustainable improvements, not

short-term slashing, noting that some gains

will take more time to come to fruition.

We couple this with our expectation of revenue

growth for the first time in several years,

and the way we are transitioning our

business for further growth.

In the following pages we set out our strategy

and priority areas. We report on progress in

FY21 and our expectations for the next 3 years.

Always, what matters most is our customers

(both current and future) and connecting

them with great sport and entertainment in

ways that work for them. I hope you notice the

lovely photos in our report, all of whom are our

wonderful customers – and are big fans of our

large variety of sport, entertainment, news

and kids’ content. I love seeing their passion!

Our emphasis on being a great partner is

also an important part of our strategy.

Our global partners recognise and value the

ease with which we provide access to high

ARPU customers right across the country.

And as we have demonstrated in recent

times, we are committed to partnering

with local parties where it makes sense

for our customers and our bottom line.

We also recognise the need to appeal to a

new customer set, and the valuable role of

Sky Originals in this context. This year we have

been in production on the second series of the

highly successful Polynesian comedy Sis,

a collaboration between ViacomCBS and Sky,

and production is nearly complete on Raised

By Refugees, a family comedy based on the

true story of comedian and Pakistani-Iranian

New Zealander, Pax Assadi.

Our focus on being a place where our crew

are empowered to do their best work and

to be themselves is very important to me.

Our business is evolving, and we will continue

to make changes and transform the way

we do things. That impacts on our people,

and it’s not always easy. I am fortunate to

work with talented and passionate people at

Sky, and I am grateful for their commitment

and hard work.

For some time we have demonstrated our

commitment to diversity principles, both

internally from a Sky crew perspective, and

through expanding and elevating our coverage

of women’s sports, and playing a meaningful

role in supporting the communities in which

we operate.

While we have not reported on our

environmental impact in recent years,

we have a firm commitment to delivering

our services in a sustainable way, and I have

established a team to lead our sustainability

journey, including the way we report our

progress in FY22 and beyond.

I’m hugely optimistic about the future for

Sky and remain deeply determined to deliver

for our customers, our partners, our crew

and, thereby, our investors. We are clear on

the game plan for success. We have had a

privileged place in the homes and lives of our

customers for over 30 years and played a key

role in New Zealand sport and creative sectors.

As we look to the next 30 years, our ambition

is not simply to retain that role but to enhance

it even further.

I close with a note of thanks for your support

as shareholders. Your team at Sky is passionate

about our business and our future success,

and we are relentlessly focused on delivering


on the priorities we set out in this Report.

Ngā mihi nui


Sophie

6

Financial
2021 at a glance

Customer

REVENUE $M

711.2

5%

TOTAL CUSTOMER

RELATIONSHIPS

955,168

SKY BOX

CUSTOMERS

554,690

EBITDA $M

186.4

14%

Adjusted1  3%

NPAT $M

47. 5

130%

Adjusted1  15%

OPERATING EXPENSES $M

Includes one offs

538.3

8%

Adjusted1  5%

GROWTH IN STREAMING

CUSTOMERS

2

57%

1

Refer Non-GAAP Financial Information in the Financial Overview on page 38. The % movement is calculated on FY20 and FY21

r eported and adjusted numbers.

2

On a like for like basis, excluding Lightbox wholesale at FY20.

Sky / 2021 Annual Report

7

As you read this report,
you'll find that the headings

we use correlate to the

'Our Strategy' page, so you

can see not only what we're

focusing on, but how we're

doing it.

We've summarised the

strategy so it fits on one

page, but we're going to

dive into the details too.

Getting

around

our Annual

Report

8

WHAT
DO WE

DO?

We connect New Zealanders with the sport

and entertainment they love, in ways that

work for them, right across the country

HOW

WE WILL

DELIVER

OUR

CUSTOMERS

Listening and

responding to

our customers to

meet their needs

OUR

CONTENT

Securing the rights

that matter, and

creating local

content that

resonates with

our customers

OUR

TECHNOLOGY

Evolving our Sky Box and

Streaming technology to

give customers the best

experience, and using

innovative technology

to attract new fans

THE ‘BEDROCK’

OF OUR

BUSINESS

Rapid and sustained

execution, and enabling

our people to succeed

Being an efficient,

adaptive, and

profitable business

WHAT

MATTERS

MOST?

Our Customers

WHAT

WE’RE

FOCUSING

ON

Nurturing

and growing

our Sky

Box and

Streaming

customers

1

Being the

preferred

partner for key

rightsholders,

content

creators and

distributors

2

Growing

revenues

and reducing

operating

costs

3

Being a

place where

our crew are

empowered

to do their

best work

4

Our Strategy

Sky / 2021 Annual Report

9

LIFE
NEEDS

MORE

SATURDAYS

Ah, Saturday mornings.

For parents, no school

means early-rising kids

need something to do,

and what better than

putting them in front of

TV? Extra sleep-in, and

the kids certainly won’t

disagree. Thanks to this

genius parenting technique,

Beau has gained a passion

for Paw Patrol. He’s right

at home in Adventure Bay,

and loves watching Ryder,

Chase, and the gang save

the day. No job is too big,

no pup is too small!

10

Our goal is to nurture and grow our customer base, across Sky Box and our streaming
services, and we’re constantly looking for ways to ensure our customers have the best

experience possible. We’re proud of what our teams have delivered in FY21 and we’re

excited for what’s to come.

Sky Nation1 feedback tells us

we have a strong base of loyal

customers who value the reliable

performance of their Sky Box

and the convenience of the

complimentary Sky Go streaming

app. We’re putting in the work to

stabilise and then grow the base,

with initiatives in FY21 including

the successful migration of 34,000

Vodafone Reseller customers to

a direct relationship with Sky, the

upgrade of Sky Go to significantly

enhance the user experience, and

the launch of Sky Broadband to add

extra value for Sky Box customers.

In the past financial year we’ve

been working hard to retain and

win back customers with our

acquisition efforts.

Some of the ways we’ve been

improving in this area include:

• Using customer insights to inform

our acquisition campaigns and

continually refining the process to

track campaign effectiveness;

• Targeting previous customers,

resulting in over 29% of

acquisitions coming from

returning friends of Sky;

Sky Box

• Testing the application of

tailored deals for our inbound call

centre with really good results;

• D oubling our digital sales channel

contribution following our website

relaunch in October last year;

• Using improved outbound

telemarketing, so that we are

now holding an attachment

of two or more premiums

(customers taking an additional

service such as Movies or Sport)

for every new sale. This has

increased the monthly ARPU

(Average Revenue Per User)

at acquisition by 12.4%.

Our Sky Go companion app is a

value-add service that allows Sky

Box customers to access Sky’s

great content when they’re away

from the home. Our investment in

this enhanced app was released

in March and already, 249k of our

customers have used the new app.

We know customers that engage

with Sky Go are less likely to leave

Sky during the first 12 months,

and expect the enhanced service

to further contribute to customer

satisfaction.

Looking forward, we plan to

maintain our strong core of loyal

Sky Box customers who have been

with Sky for more than five years

and, as a whole, deliver stronger

retention as we target annualised

churn at a range less than 10%.

1

Sky panel with over 26,000 members, all Sky customers, who give feedback and direction on business critical projects

We’re also extremely

excited to be developing

the new Sky Box experience

which we expect to have

in customers’ homes next

winter. The new Sky Box

will be both satellite and

internet enabled, and

will create a customised

experience to suit our

customers’ future viewing

needs. We have more to

say on page 30.

WHAT WE’RE

FOCUSING ON

Nurturing and Growing

our Sky Box and Streaming

customers

What matters most? Our customers, and connecting

them with the sport and entertainment they love,

in ways that work for them.

1

Sky / 2021 Annual Report

11

While we value our strong base
of loyal customers who love the

Sky Box satellite service, we are

also firmly focused on the growing

group of ‘Native Streamers’ who

prefer our streaming products.

We have grown our streaming

base consistently, trebling the

number of subscribers with double

the revenue of two years ago.

We’ve significantly improved the

way we use customer insights to

increase customer engagement

which is key to retaining streaming

customers. This is already working

well with our Neon entertainment

streaming product where we’ve

introduced an automated three-

step process.

Neon – for Entertainment

In July 2020, we successfully

merged Neon and Lightbox with

increased functionality.

• N eon’s paid subscriber base has

increased by 39% since the merge

• N eon successfully implemented

a 14% price rise in May with

subscriber numbers continuing

to increase each week to the

end of FY21

• We won campaign of the year in

oOh!media's Innovation Awards

and Neon is a finalist in two

categories for the NZ Marketing

Awards (to be held in September).

Launching Sky Broadband in

March was a major milestone,

as we continue to implement

initiatives to retain and grow

our Sky Box customer base.

The appeal is quality broadband

‘made for entertainment’ with

unlimited lightning fast fibre that

enables customers to stream all

the on-demand entertainment and

sport they want, plus online gaming,

music, video calls and more.

Sky Box customers can sign up

to our super fast 900/400

2

Sky

Broadband package for just $79

a month, including GST, widely

acknowledged as a competitive

price for fibre broadband in the

New Zealand market.

Adding to the superior fibre

experience, Sky Broadband features

the latest WiFi6 routers to extend

the high speed performance

throughout the home.

We were delighted to announce

our partnership with Disney+

giving Sky Broadband customers

a 12-month Disney+ subscription.

This deal reinforced what Sky

Broadband is all about - broadband

made for entertainment. Customers

can experience unlimited lightning

fast Sky Broadband and enjoy some

of the greatest stories and exclusive

originals from Disney+ on us for

12 months, alongside all of the great

Sky content they already enjoy.

Our Streaming Services

Sky Broadband

2

Download speeds above 900Mbps and upload speeds above 400Mbps

Sky Sport Now

FY21 was an extraordinary

year for Sky Sport Now as the

sports world bounced back from

COVID-19 restrictions and Kiwis

reaffirmed their love for live sport.

The ‘90 day active subscriber’

base grew 134% during the year.

The Sky Sport Now team have

worked tirelessly on content

experience with a focus on

connecting fans with the sport

content that matters – and the

team has maintained an 75.2%

monthly engagement rate with

content.

12

LIFE
NEEDS

MORE

DRAMA

Blessed be the fruit.

Leah's no stranger to

a good binge-watch.

She's the kind of person

that you can rely on

to get your reference

to The Undoing or

Yellowstone because

if it's drama, she's

watched it. And, she

probably did it before it

was cool.

Sky / 2021 Annual Report

13

WHAT WE’RE
FOCUSING ON

Being the preferred partner

for key rights holders, content

creators and distributors

With over 530 content provider relationships

across Sport and Entertainment, Sky is the largest

aggregator of content in the New Zealand market.

2

Through our partnerships with leading studios and sports rights holders, alongside

expert curation and award-winning content production, we provide New Zealanders

with an unparalleled range of acquired and created content.

The content landscape is an ever-

changing space with a wide range

of different providers. We know

with all the choice out there it can

be hard for consumers to navigate

through the various options to find

the content and experience they’re

looking for.

Sky plays a valued role as an

aggregator for our customers,

offering a broad range of high

quality content from different

media players through our range of

content deals. Our objective is to

ensure our customers can access

great content in ways that work

for them, and we believe for some

content co-exclusive rights are a

way to retain customer value whilst

also addressing commercial value.

In the past year we’ve signed more

co-exclusive deals than ever with

some of the biggest entertainment

providers on the planet.

We deeply value our relationships

with our sport partners, and we

work together to deliver great

sport to our customers as well as

to nurture and grow their sports.

That includes innovating to attract

the next generation of sports fans,

enhancing our sport production

and fan experiences, and providing

funding that makes Sky one of the

cornerstones of the New Zealand

sports landscape.

Key Partnerships and renewals in FY21

NRL & NZRL

A long-term partnership through to 2027, founded on mutual objectives to

attract and develop the next generation of fans and players. We will work

together on roadshows around the country with the Vodafone Warriors

and New Zealand Rugby League, partnering on NRL.com, supporting

the strengthening of the women’s game and helping develop the next

generation of League players throughout New Zealand.

Discovery

Our deal with Discovery saw us deepen our relationship by broadening

our rights and opportunities. As well as securing some of Sky’s best loved

channels such as Discovery Channel, Animal Planet, TLC, Discovery Turbo,

and Living, and most popular premium factual content - Aussie Gold

Hunters, Gold Rush, Deadliest Catch, and annual event Shark Week -

and the new arrangement included the launch of new channel

Investigation Discovery.

14

NBCUniversal
An expanded multi-year deal encompassing feature films, drama, comedy,

entertainment, reality and news across broadcast channels, on demand

and streaming. This agreement includes series produced by Sky Studios

and the Universal Studio Group, which is comprised of Universal Television,

UCP, NBCUniversal International Studios and Universal Television

Alternative Studios. Movies from NBCUniversal’s vast film portfolio are

also part of the deal, as well as linear channel brands E! and CNBC.

Foxtel

Crime + Investigation and HISTORY’s shows are loved by our customers,

so our multi-year carriage deal with Foxtel ticked the boxes by locking

in the content that matters. This content is available on our Sky Box

Entertainment package as well as through Sky Go and Sky On Demand.

Disney+ (Sky Broadband)

The partnership with Disney+ provides Sky Broadband customers with

a 12-month subscription to global Disney+ streaming platform, where

they can explore the greatest stories from Disney, Pixar, Marvel, Star

Wars™, National Geographic and Star, as well as exclusive Originals,

complementing the great range of sport and entertainment Sky

Broadband customers can access on their Sky Box.

ESPN

Our multi-year deal connects Sky Box Sports package customers and

Sky Sport Now customers to the best in international live sport and

world-class sports programming from ESPN including NFL, NBA, NHL,

MLB, UFC, NCAA basketball, NCAA football, and the US Open. 30 for

30 films are included on ESPN 1 and 2, Sky Sport Now, and selected titles

available on Neon. Sky customers can also use their Sky log-in to gain free

access to a superb range of VOD content on the ESPN app. We’re pleased

to have secured this important content which has broad appeal

as well as resonating with a younger audience.

ViacomCBS

A multi-year deal where Sky and Neon customers will continue to enjoy

great content from CBS, The CW and SHOWTIME plus Paramount

Television programming. The agreement includes exclusivity for

SHOWTIME content and varied rights for Sky channels and platforms,

including Neon, Sky Go, Sky On Demand and free-to-air channel Prime.

SHOWTIME is home to acclaimed series like Billions, Your Honor, The Affair

and The Good Lord Bird, as well as highly anticipated upcoming limited

series, Dexter: New Blood. This follows a long-term deal Sky has in place

with ViacomCBS for hit channels and mega brands MTV, Comedy Central,

Nickelodeon, Nick Jr, Nick Music and MTV Music channels.

© 2021 CBS Studios Inc.

All Rights Reserved

Sony

A major studio renewal that grants Sky and Neon customers exclusive

access to Sony feature films for years to come with a slate that caters

for all types of movie lovers. This extended agreement will see customers

enjoying titles like Greta Gerwig’s new interpretation of a literary classic

known as Little Women to blockbuster hits such as Jumanji: Next Level

and Bad Boys For Life.

© 2019 Columbia Pictures Industries, Inc., Monarchy Enterprises

S.a r.l. and Regency Entertainment (USA), Inc. All Rights Reserved.

Sky / 2021 Annual Report

15

LIFE
NEEDS

MORE

SPORT

You’re seeing Eileen fresh

from the golf course,

because that’s how much

she digs her sports.

No surprise then that

she’s a big fan of Lydia Ko.

We reckon her support for

our Kiwi athletes deserves

its own gold medal!

16

WHAT WE’RE
FOCUSING ON

Growing revenues and

reducing operating costs

Being an efficient, adaptive and profitable

business is one of the cornerstones of our strategy.

3

Growing revenues

Our ambition is to achieve revenue growth of

$75m - $100m per annum by 2024.

Sky Box

Our Sky Box customers are our most valuable relationships, with the

‘power of the bundle’ achieving strong ARPU and customer retention.

Our focus in the short term is to continue to stabilise the Sky Box customer

base, transitioning the revenue trajectory from the slow, steady decline of

recent years into being stabilised in the next two to three years. We saw

positive signs in FY21 with the rate of decline of Sky Box customers slowing,

and customer satisfaction rates increasing in the last quarter in particular.

The new Sky Box in 2022 is an important initiative to support further

stabilisation in the coming period.

Streaming

Building on the success of FY21, where streaming revenue grew by 24%,

we are focused on continuing this success, with a target of 15% - 25%

annual growth in streaming revenue over the next three years. Our

ambition is for Neon to remain the preferred local SVOD service, and for

the impressive growth in Sky Sport Now to continue. We are continually

researching with our customers, non-customers and overseas to make sure

the product and content offering suits their needs, and our digital platform

allows us to change at speed.

Sky Commercial and Sky Advertising

We expect revenue to continue to recover towards pre-COVID-19 levels in

the short term, with the opportunity for growth in the commercial space

with our new tiered pricing model, and broadening out the customer base

across all sectors.

New business revenues

Our ambition is to grow new business revenues, including Sky Broadband

and RugbyPass, to 10% - 15% of total revenue in the next three years.

To achieve this on Sky Broadband we are targeting an 8% - 13% attachment

rate on Sky Box customers, which will also have a positive impact on overall

ARPU and customer retention.

Reducing

operating costs

Sky has been on a journey to

transform the business over the last

two years, with the goal of building a

fitter, faster and flatter organisation

that is utterly customer-focused

and highly efficient. Whilst the

changes are not only about achieving

permanent cost savings, that is an

important and ongoing outcome.

In the last two years Sky has achieved

a net $15m of annualised savings.

We aim to achieve a minimum

of $10m - $15m per annum of

non-programming operating cost

savings by FY24. The significant

transformation of Sky’s technology

infrastructure from on-premise,

physical hardware to the Cloud, the

streamlining of operations, the role

automation can play in a number

of areas (including customer care

where that suits customer needs),

and changes to ways of working and

organisational structure, are all part

of the equation to permanently reduce

operating costs.

Sky is also undertaking a process

of ruthless prioritisation to ensure

the business is focused on the most

important work that will drive

customer value, and in turn will drive

investor value.

The superb sport and entertainment content that we secure and

produce is valued by our customers and drives revenue for our

business, although it comes at a significant cost.

We know what is important to our customers and we will continue to draw on our

extensive customer insights to ensure that every programming dollar we spend is used

effectively to secure and deliver the content that really matters.

Acknowledging those costs, our focus is firmly on reducing our broader operating cost

base and on growing revenues.

Sky / 2021 Annual Report

17

LIFE
NEEDS

MORE

NEWS

Want to know what’s going

on? Ask Judith. Trust us,

she’s on it. As a teacher

she likes to stay informed.

Different channels give

her different perspectives

on current events, but for

Judith it was CNN that

was on 24/7 over the

summer. We reckon she’s

definitely keeping up with

the kids at school!

18

WHAT WE’RE
FOCUSING ON

Being a place where our

crew are empowered to

do their best work

Sky’s people are a vital part of our success.

Our diverse and talented workforce strive every

day to meet the needs of our customers and

connect them with great sport and entertainment.

4

We’ve been focused on our culture at Sky and making sure our people

can be their authentic selves. We’ve implemented a range of initiatives

in the past financial year to work towards this.

We have also reflected on our 30 years of service to our customers, investors, our community

and partners, and what we need to do to succeed for the next 30 years. The transformation

of our business – including driving a flatter, fitter, faster organisation, and empowering and

enabling teams to deliver brilliantly on customer priorities and value – is a key focus area.

Our refreshed People

Strategy was launched

in December 2020 and

sets out our key priorities,

with each area of focus

representing a critical

component of the

foundations we’re building

to secure our future.

People Strategy

• New Operating Model - Bringing

to life the operating model,

structure and ways of working

that make Sky nimble, fast and

customer-obsessed

• Work Environment - Improving and

modernising the environments in

which our people work

• Culture - Defining and living

our values and building an

organisation that reflects the

customers and communities we

want to serve

• Tools for Productivity - Delivering

the tools, technology and

connectivity for people to do their

best and most productive work

• Leadership and Capability

- Identifying capability gaps

and implementing targeted

development and recruitment

strategies.

Sky / 2021 Annual Report

19

Sky Values
The process to articulate and

agree Sky’s values began with

40 of our ‘Sky Culture Champions’

who collaborated in a series

of workshops, followed by

engagement across the business.

Our values speak to who we are,

and who we aspire to be, and the

behaviours that we expect in our

workplace. They represent our

relentless focus on our customers

and they keep us accountable

when it comes to collaboration,

diversity, the courage to fail and

learn, and a growth mindset that

we can all cultivate.

Our values have created a

common understanding to influence

everything from our ways of

working and our interactions to our

goals and outcomes - and ultimately

to creating a place to do our life's

best work together.

The team at Sky have three core values that bring to

life who we are and what is important to us:

In October 2020 we introduced

quarterly "Life at Sky" surveys

to better understand employee

sentiment and engagement,

target our culture and capability

investments, and track progress

and performance. Participation

has been pleasingly high,

with more than 80% of our

people contributing their views

and experiences in the two

subsequent surveys.

Life at Sky survey

At Sky, we value diversity of gender, age, ethnic and cultural background,

sexuality, experience and beliefs. We believe that an organisation that

reflects the diversity of our current and future customers will be better able

to deliver personalised customer experiences that drive value, and will be key

for enabling us to attract and retain the best talent.

In FY21:

• Of our 900 crew, 43.6% are women, 55.7% are men and 0.75% gender diverse

• 66% of our crew are under the age of 45

• 7.3% of our crew are part of the Rainbow community (LGBTTQ+)

• 7.9% of our crew identify as having a disability or long term health condition

• We have a strong representation from a wide range of ethnicities.

They include New Zealand European (45%), Indian (15%), Samoan (8%),

Chinese (4%), Māori (4%), Tongan (2%), Niuean (1%), Cook Island Māori

(1%), and 18% of crew from other wide ranging ethnic backgrounds.

And in the last year:

• The number of Sky crew who rated “I feel I belong at Sky” favourably

improved by 10% (from 62% to 68%)

• The number of Sky crew who rated “Sky values diversity” favourably

improved by 20% (from 64% to 77%)

Our Crew – who we are

20

LIFE
NEEDS

MORE

SUSPENSE

Don’t worry, Sarah’s

on the case! Seriously,

she’s seen a lot of true

crime, so we’d definitely

trust her to figure out a

whodunnit. She’s into all

those gripping dramas

where the suspense is,

well, killer. You’ll find her

over on Soho, or following

true crime on CI.

21

Sky / 2021 Annual Report

Sky Nation
Our Sky Nation panel was created in April 2020 as a genuine way to get

feedback from our customers. This is a space where we can co-create

the future Sky with our customers, tapping into their views for testing

ideas and concepts, big and small.

The panel has over 26,000 members, our customers, from all over

New Zealand, who have given us direction and feedback on more than

15 business critical projects. We’ve received over 65,000 surveys and also

conducted regular one to one interviews and prototype testing both at

Sky and in customers’ homes.

Successes

Our customers have provided a range of feedback for various initiatives

over the last year. 800 Sky Nation trialists were the first to try the new

Sky Go experience in January and provide feedback. An additional 5,000

customers gave their opinion on Sky Go to inform our upcoming marketing

approach. Results of the upgraded Sky Go product led to a satisfaction

lift of more than 10% from November 2020 to June 2021.

Sky Nation has also provided clear direction on what customers would

like to see from the new Sky Box and where they would like us to focus.

More than 6,000 customers have provided feedback, including in-depth

interviews.

Feedback on our content line-up has also played a big part in changes

we’ve made. This includes the recent changes to our movie channels with

the introduction of Sky Movies Collection & Sky Movies Comedy channels

and merger of Vintage and Classics.

This year we’ve implemented a number of key data

& insights tools, helping us to better understand

and serve our existing customers and to unlock

opportunities for growth.

HOW WE

WILL DELIVER

OUR CUSTOMERS

Listening and responding

to our customers to meet

their needs

Listening and delivering for our customers

is at the heart of what we do.

65,000

Surveys received

10+NPS

Score increase

15+

Business projects

26,000

Sky Customers

From Cape Reinga to Bluff

22

1
LEK Market sizing study n=2000 Feb 2020.

Our life stage segmentation model

(developed from the L.E.K NZ Market

sizing study

1

) helps us understand where

we are today and where the spaces are

for growth. Each segment has unique

needs, behaviours and opportunities and

the framework is an awesome tool that

helps us to create winning strategies and

ensure we execute with excellence, meeting

if not exceeding the expectations of these

consumer groups. We use this framework

to guide all customer-facing initiatives in

designing new products, personalising our

customer experiences, through to creating

content optimisation strategies and

targeted marketing.

Life stage

segmentation model

Sky / 2021 Annual Report

23

LIFE
NEEDS

MORE

REALITY

Reality TV? That's Tammy's

type on paper. Whether

she's keeping up with the

Kardashians' final season,

or watching Live from the

Red Carpet, she's always up

on the latest celebrity news.

When you've watched so

much Love Island that your

dreams start to take on

an Essex accent, you know

you're living your best life.

Crack on, Tammy.

24

Premium drama
Sky and Neon are known to have the most buzzworthy shows and

customers were spoilt for choice again this year. Our premium drama

fans were introduced to some of the most talked about new series such

as HBO's Mare of Easttown, The Undoing, Your Honor, and Gangs of

London. We also saw the return of fan favourites - His Dark Materials

and A Discovery of Witches. And the highly anticipated return of the

fourth season of The Handmaid's Tale was available to our Neon

customers which was the service’s most watched series of the year.

Entertainment Content

HOW WE

WILL DELIVER

OUR CONTENT

Securing the rights that matter,

and creating local content that

resonates with our customers

Life needs more entertainment

Sky is a content business. We have strong relationships with the biggest and most renowned

studios in the world right through to the local creators in Aotearoa New Zealand, and we are

the largest aggregator of content in the New Zealand market. Through these partnerships

with leading studios and sports rights holders, expert curation and award-winning production,

we provide New Zealanders with the best range of acquired and created content.

Real life entertainment

We have a range of real life entertainment content with unmissable

reality on E!, Living, TLC, MTV and Neon. In this past year we farewelled

reality royalty with the final season of fan favourite, Keeping Up with the

Kardashians, on E!. Love Island fans were ecstatic to see the return of the

hit British series, with the 7th season premiering on Neon and Sky Go.

Hollywood blockbusters

Sky Movies Premiere showcased the biggest Hollywood hits with action

films Bad Boys for Life and Zack Synder’s Justice League, to drama like

Little Women and The King of Staten Island. We were also excited to

bring the changes to our movie tier in August 2021 with the introduction

of two new channels – Sky Movies Comedy and Sky Movies Collection.

We introduced customers to the exciting world of premium VOD, giving our

Movie lovers access to blockbuster movies at the same time as theatres.

© 2020 Columbia Pictures Industries, Inc. and 2.0

Entertainment Borrower, LLC. All Rights Reserved

Sky / 2021 Annual Report

25

Tamariki Time – for the kids
There’s something for everyone

on our platforms and we want

to make sure our littlest fans are

always entertained as well. Sky

Movies Family is the place to go

for movies kids love, such as Trolls

World Tour and The Secret Garden.

We also have a range great kids’

content across Nickelodeon, Nick Jr,

Cartoon Network and CBeebies.

Connect with the world

The past year has shown how

important our news channels

are in our customers’ lives.

From a global pandemic to the

US elections, it was a big year

in the news space and our eight

international news channels

provided a range of views on

current affairs happening

around the world.

Crime

We know how much our customers

love crime content and with the

launch of Investigation Discovery

in March and Universal TV in April,

Sky now has more crime content

than ever before. Some highlights

from the past year include Chicago

P.D, JonBenet Ramsey: What Really

Happened?, and FBI: Most Wanted

Season 2.

Local Content

Sky celebrates local and we

are committed to supporting

New Zealand creative industries

and talent. Sky’s original

entertainment content strategy

is to commission quality content

that reflects the diversity of

New Zealand. Sky NZ Originals is

evolving to commissioning fewer,

bigger and better projects with a

focus on lifting the ambition and

scale of local content to create

stories that resonate locally and

travel globally.

Original content partnerships with

affiliate channels have enabled

Sky to amplify key content such as

the upcoming preschool animated

series Moe and Friends on

Prime Kids and CBeebies ANZ,

and Bouncers from emerging

comedian Joe Daymond, which

will premiere on Comedy Central’s

global web channel. Hit Polynesian

comedy Sis caught the eye of

comedy legends in the USA, with

the series currently in production

now and eagerly anticipated

both locally and internationally.

All of these projects have been

supported by NZ On Air, and we

are grateful for the partnership.

Teine Sā - The Ancient Ones

26

LIFE
NEEDS

MORE

MOVIES

This is Ofa’s face when

she’s watching Outback.

Talk about tension! Armed

with a blanket, popcorn,

and her Sky remote (of

course), Ofa might look

worried, but that’s all

part of the fun. Any time

she can settle in with the

family for a cosy evening

with a great movie is a

win, she reckons.

27

Sky / 2021 Annual Report

Sport is in our DNA and we continue to be considered among the best
sport production teams in the world. We created over 925 hours of

original sports content in the past financial year, covering a breadth

of sport unrivalled in Aotearoa New Zealand.

The Home of Sport

Unmissable Sporting moments –

Life needs more sport

While every sports broadcaster around

the world has faced issues with COVID-19-

related disruption, Sky Sport has continued

to produce and deliver a world class line up

of live sport here in New Zealand, as well

as sourcing the best events from around

the world.

In total, the Sky Sport production crew

produced and delivered 925 hours of

live sport in New Zealand, including

All Blacks test rugby, Sky Super Rugby,

NPC, Farah Palmer Cup, First XV and

under 21s through to International Netball,

the ANZ Premiership, Sal’s NBL, the

NBL (featuring the Sky Sport Breakers),

Football, the National Premiership Rugby

League (men’s and women’s), motorsport

and so much more.

Sky Sport crew introduced new production

innovations such as the new Megalodon

camera. This technology captures the

magic moments of a game by way of

high resolution, shallow depth of field

cinematic shots. We were thrilled to

launch the new technology at the first

ever Super Rugby Women’s match in May.

Along with Sky’s 12 channels of superb

sport content, we offer selected sport

events free-to-air on Prime or through

targeted partnerships with free-to-air

channels. We partnered with Discovery

to offer the opening match of the

State of Origin and Wimbledon free to

New Zealanders, and with TVNZ for the

Tokyo 2020 Olympics.

Sky also delivered 1,888 hours free to

access on Sky Sport Next; our grassroots

initiative to support emerging sports such

as canoe slalom, swimming, badminton,

basketball, diving, volleyball, orienteering,

bowls and water polo. Many of these

events feature at the Olympic Games

and Commonwealth Games.

In addition, Sky Sport has created over

150 hours of studio based and documentary

content including the widely acclaimed

All Access series, the Breakdown (Aotearoa’s

essential rugby show), Sky Rugby Club, the

Road to Tokyo, League Insider, Warriors TV,

Netball Zone, Aotearoa Rugby Pod, Rugby

Nation, cricket show Smith & Hesson,

The Verdict and the Playmakers series

which delves into the insights and lives of

New Zealand’s sport leaders. Many of these

shows are available free to access on podcast

platforms enabling more Kiwis to understand

what makes their sporting heroes tick.

Sky has a strong commitment to

profiling and supporting women’s sport.

That includes the decision to increase our

coverage of the Farah Palmer Cup from

39 matches in 2020 to 100% of matches

2021. Netball, football, basketball,

rugby league and a host of gender

equitable sports through Sky Sport

Next continue to deliver improved profiles

of women in sport, and Sky is committed

to doing more in the coming years.

We are thrilled to be the home of the

IWC Women’s World Cup in 2021 and

the FIFA Women’s World Cup in 2023.

Sky’s sponsorship continues to generate

positive feedback and opportunities for

engagement. From Sky Stadium and the

Sky Sport Rooftop Tour at Eden Park

through to sponsorship of Super Rugby,

the Sky Sport Breakers, the Sky Rugby

League Premiership for women, the ANZ

Premiership and Silver Ferns, the Kiwi

Ferns, Kiwis and Junior Kiwis, the Tall Ferns,

the Wellington Phoenix and the Warriors

Men and Women. Sky supports sport at

every level – from grassroots through to

premier level.

28

LIFE
NEEDS

MORE

WINS

The years since 2003 have

been long for Auckland's

die-hard Blues Fans.

Just ask Mark, a longtime

supporter whose passion

has finally paid off in

2021. Of course, there's

room for more than rugby

in Mark's life. He's always

got Sky Sport on, so he's

watched all sorts. Now

that's a guy we'd like on

our pub quiz team!

Sky / 2021 Annual Report

29

HOW WE
WILL DELIVER

OUR TECHNOLOGY

We’re evolving our Sky Box and

Streaming technology to give

customers the best viewing

experience and using innovative

tech to attract new fans

Technology transformation and additional capability

is delivering a more nimble Sky.

Sky is continuing to build on the investments we have made

over the past 2 years on our new digital platform and cloud

technology. We’re excited to be bringing another great

product to market in 2022 that will join our current offering

to shape Sky’s digital future.

At the beginning of 2020 over 90%

of our technology infrastructure

was on-premise, physical hardware.

Fast-forward to today and over 80%

of systems have moved to the Cloud,

with more in transition. As a result,

we have enhanced our ability to keep

pace with customer expectations

by leveraging the innovation and

investment of our Cloud partners

without having to plan for and deliver

traditional upgrades to our technology.

By simplifying and streamlining

operations we are lowering operating

costs, reducing risk and enabling

a more agile Sky. One example of

this is the implementation of a

single data lake enabling greater

insight into customer experience,

behaviours and preferences. This is

providing Sky with a ‘single source of

truth’ around which we can plan the

future delivery for our customers.

This technology transformation is

enabling increased momentum in our

delivery to customers which we’ve

demonstrated through the launch of

the merged Neon platform, enhanced

Sky Go, and launch of Sky Broadband.

30

The development of our new
Sky Box started with customers.

Working closely with our Sky Nation

panel we identified what mattered

most to our customers for the new

box. Our goal is to be the primary

entertainment provider in the

homes of New Zealanders, and our

Sky Nation panel told us clearly

what we would need to deliver to

achieve this goal.

We announced at Investor Day in

June that we will launch a hybrid

box that offers the reliability of

satellite TV and the flexibility of

internet-delivered on-demand

content and streaming apps.

Our proof point for the new box

is Sky Go where we have already

developed much of the required

user experience for the new Sky Box

as reusable digital components.

New hybrid Sky Box

We’ve selected Android TV

Operator Tier for the box

and its features include:

· A unified experience across

the Sky Box and Sky Go,

with instant on-demand

‘pause and play’ between

Box and personal devices

· More recording capability than

ever before as we know our

customers love to store and

manage a collection of their

favourite content

· An experience that is more

personalised, with multiple

profiles and recommendations

based on what you’ve watched

and enjoyed

· 4K-HDR ready

· Google Play Store built in to

enable the Sky Box to be the

true hub of our customers’

in-home experience

· A voice-enabled remote which

includes Google Assistant to

easily allow content discovery

across Sky and partner content

The new Sky Box is essentially these

digital components packaged

in a new device, designed and

curated for the big screen and

a remote control.

When we showed the concepts

for the new Sky Box experience,

and tested it further with

New Zealanders, we had a positive

response. We saw wide appeal

across four segments of our Sky

base, from Native Streamers

through to Connected Nesters.

85% of existing customers loved

the new capabilities and features

the Sky Box will bring, particularly

with the increased recording space

and the step change in discovering

Sky’s content. Significantly, 77%

of non-customers who have been

identified as ‘open to subscribing to

Sky’ found the concept appealing.

Sky / 2021 Annual Report

31

Neon
Since merging Lightbox and Neon in

July 2020, we’ve implemented a range

of improvements to the SVOD service

making it easier for subscribers to find

the content they want to watch. Some

of these changes include a new sign-

up journey, download improvements,

mobile player improvements including

fast forward/rewind/10 seconds and

new navigation to make the overall

experience easier for customers.

We know that some of our customers

value having closed captions, and we’re

making solid improvements to meet their

needs. In the last six months the Neon

team has prioritised the inclusion of

captions on over a thousand hours of key

content. As the availability of captions

increases across the catalogue, positive

feedback has confirmed we’re on the

right track, reducing churn and increasing

positive sentiment. The Neon site now

has captioned rails and categories to

increase discoverability, and further

search enhancements are on the way.

The Sky Go app is free for Sky customers

with a Sky Box in their home and lets

them watch on their personal devices,

anywhere in New Zealand so they can take

Sky with them. Towards the end of FY21

we launched the updated version of our

Sky Go app built on our new digital platform,

with a range of significant improvements

and the volume of monthly unique users

increasing significantly since relaunch.

Listening to our loyal customer base

identified a long list of enhancements

which we have delivered into the Sky

Go experience. These include:

• A round 13,000 hours of VOD content

• An increase of both video on demand

content and linear channels

• M ore HD content

• Collection pages that allow customers

to browse through Sky’s impressive

content library by associated channel,

content category (Movies, Kids, TV),

sport category, genre, and by hand-picked

theme and mood curated selections

• A bility to filter programmes based

on what’s downloadable, customer

subscriptions, and recently added

• Chromecast or airplay to your

big screen.

Sky Go

32

LIFE
NEEDS

MORE

ADVENTURE

Matt’s not sure he’d ever

want to join Bear Grylls

on one of his epic Amazon

journeys, but he does know

he loves to watch it. From

Outback Opal Hunters, to

Naked and Afraid, if it’s got

adventure in it, Matt’s there.

Seriously, you should see him

during Shark Week.

33

Sky / 2021 Annual Report

Philip Bowman
INDEPENDENT CHAIRMAN

Philip was appointed Chair of

Sky in September 2019. Philip is a

distinguished businessman who has

led several major global companies

and served on the board of a

significant number of public and

private companies. Philip brings

knowledge of the media sector,

including having served on the board

of Sky UK for ten years. Other roles

include Group Finance Director of

Bass, CEO of Bass Retail, CEO of

Allied Domecq, CEO of Scottish

Power, CEO of Smiths Group, senior

non-executive director of Burberry,

Chairman of Liberty, Chairman of

Coral Eurobet, Chairman of Miller

Group, and non-executive director of

Scottish & Newcastle. He currently

sits on the boards of two other listed

companies, Kathmandu and Ferrovial

SA. Philip has a degree with honours

in Natural Sciences (University of

Cambridge) and Master in Natural

Sciences (University of Cambridge).

He is also a Fellow of the Institute of

Chartered Accountants of England

and Wales.

Joan Withers

INDEPENDENT DIRECTOR

Joan was appointed to the board in

September 2019. She brings a wealth

of experience spanning a 25-year

career in the media industry, including

CEO positions at Fairfax and the

Radio Network as well as being the

former Chair of TVNZ. Joan’s depth

of governance experience includes

her current roles as Chair of The

Warehouse Group, a director of ANZ

Bank New Zealand, Origin Energy

Ltd and she has previously held Chair

positions at Auckland International

Airport and Mercury NZ Ltd. Joan

is a Trustee of the Louise Perkins

Foundation, and is Chair of a steering

committee working to increase the

percentage of South Auckland Maori

and Pacific Island students taking

up roles in the health sector. She

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.

Board of Directors

34

Keith Smith
INDEPENDENT DIRECTOR

Keith was appointed to the board in

April 2020. He has a long-standing

record of leadership as a director

and advisor to companies in a diverse

range of industries, including the

energy sector, rural services, printing,

media and exporting. Keith is Chair

of listed company Goodman (NZ)

Limited (the Manager of Goodman

Property Trust), and is a director

of Mercury NZ Ltd and several

other private companies. He is a

past President of the Chartered

Accountants Australia and

New Zealand.

Mike Darcey

INDEPENDENT DIRECTOR

With an extensive track record of

strategy and delivery across television,

publishing and technology, Mike was

appointed to the board in September

2017. A New Zealander, he has lived

and worked in the UK since 1989.

Fifteen of those years were spent

at Sky UK, initially as the Director

of Strategy, then six years as Chief

Operating Officer. He played a

prominent role in most of Sky UK's

major strategic decisions and its

major commercial and regulatory

dealings during this period. From

2013 to 2015 Mike was CEO of

News UK. Since 2015, Mike has had

a series of non-executive roles and

these currently include Chairman of

British Gymnastics and director of

Arqiva Group Limited (the UK’s main

independent provider of television

broadcast infrastructure). He is also

active as a strategy advisor to a series

of major players in the media sector.

Geraldine McBride

INDEPENDENT DIRECTOR

Geraldine was appointed to the

board in September 2013. A renowned

Enterprise Business Technology and

AI thought leader with a science

background, Geraldine’s global career

spans 30 years, with senior executive

roles in IBM, Dell and SAP. Her most

recent roles were President & CEO

of SAP North America and SAP Asia

Pacific Japan. Geraldine is a Director

of Fisher and Paykel Healthcare

Corporation. She is also CEO &

Director of MyWave.AI (My Wave

Holdings Limited), a market leading

Enterprise AI company focused on

Intelligent Personalisation by putting

the customer at the centre

of business.

Sky / 2021 Annual Report

35

36

For the year ended 30 June 2021
Our 2021 Financials

Financial Overview .....................................................................................................38

Financial Performance Trends

.........................................................................43

Directors’ Responsibility Statement

..........................................................44

Consolidated Income Statement

.................................................................46

Consolidated Statement of Comprehensive Income

................47

Consolidated Balance Sheet

............................................................................48

Consolidated Statement of Changes in Equity

..............................49

Consolidated Statement of Cash Flows

...............................................50

Notes to the Consolidated Financial Statements

........................51

Independent Auditor’s Report

.........................................................................94

37

Sky / 2021 Annual Report

38
Financial Overview

Summary

The 2021 financial year has seen Sky continue to build on the positive momentum seen in the previous year. Strategic execution and

operational improvements in the year have seen growth in streaming revenue, continued reductions in Sky Box churn, important

programming renewals, and the launch of Sky Broadband.

The COVID-19 pandemic has presented challenges for the business, and Sky’s operations are being continuously adapted to

respond to changes in sport competitions and studio content, and the impact of travel restrictions. Sky continues to strive to

minimise the impact on customers, employees and shareholder value.

The reported profit after tax is $47.5m, compared to a loss of $156.8m in the prior year. On an adjusted basis, net profit after tax

of $47.1 million exceeded expectations and guidance provided to the market and compares positively to an adjusted net profit of

$41.0 million in the prior year.

FY21 saw one-off expenses of $10.3 million, offset by non-recurring income of $10.8 million. The FY21 result also benefited from

COVID-19 related reductions in sports rights and production costs, which more than offset the revenue impacts for commercial

customers and advertising revenues. One-off expense adjustments in the prior year were $28.2 million.

Sky’s seven year $100 million of retail bonds were repaid on 31 March 2021 out of cash reserves. As at 30 June 2021 Sky had not

drawn down funds from its banking facility.

Non-GAAP Financial Information

Sky has used a number of non-GAAP profit measures when discussing financial performance. The Directors and management

believe that these measures provide useful information on the underlying performance of the Group. They are used internally to

evaluate performance, analyse trends and allocate resources. Non-GAAP financial measures are not prepared in accordance with

NZ IFRS and are not uniformly defined and therefore should not be viewed in isolation nor considered as a substitute for measures

reported in accordance with NZ IFRS.

The results and adjustments are summarised below:

Group Consolidated Results for the years ended 30 June

in NZD millions

2021

(adjusted)

2021

(reported)

2020

(adjusted)

2020

(reported)

% inc/(dec)

(adjusted)

Financial performance data

Total revenue

711.2711.2746.6746.6(4.7)

Other income

2.713.51.01.0170.0

Total operating expenses

528.0538.3555.2583.4(4.9)

EBITDA

185.9186.4192.4164.2(3.4)

Less

Depreciation, amortisation and impairment (1)

108.0108.0119.3119.3(9.5)

Net operating profit before interest, income tax

and impairment of goodwill

77.978.473.144.96.6

Impairment of goodwill

---177.5-

Net finance costs

10.510.513.713.7(23.4)

Adjusted profit before tax

67.467.959.4(146.3)13.5

Income tax expense

20.320.418.410.510.3

Profit/(loss) after tax

47.147.541.0(156.8)14.9

Adjusted earnings before interest, tax, depreciation, amortisation and impairment (EBITDA) for the year ended 30 June 2021 are

$185.9 million, a decrease of 3.4% on the previous year’s comparative of $192.4 million.

Adjusted operating profit before interest, tax, and impairment of goodwill increased by 6.6% from $73.1 million to $77.9 million.

39
Sky / 2021 Annual Report

Summary of Adjustments

FY21 included a number of one-off expenses totalling $10.3 million, comprising $7.5 million of programming impairments

(refer note 10) and costs associated with the mutually agreed exit of the former CEO of $2.8 million (refer note 29). Other

income (refer note 5) includes $10.8 million of non-recurring income relating to the gain on sale of Outside Broadcasting assets

of $5.8 million, the settlement of the RugbyPass earnout resulting in a provision release of $3.6 million, and a RugbyPass provision

release of $1.5 million. Prior year expense adjustments were $28.2 million, being redundancy costs, a Holidays Act compliance

provision, non-recurring consultancy fees, satellite reservation fees and programming impairments.

The adjustments referred to above do not include the impacts of COVID-19.

In NZD millions

30-Jun-2130-Jun-20

Statutory profit/(loss) after tax

47.5(156.8)

Adjustments to earnings as follows:

Content write-offs

7.53.2

Non-recurring costs included in other costs

1

2.825.0

Non-recurring income included in other income

(10.8)-

Impairment of goodwill

-177.5

Tax effect of adjustments

0.1(7.9)

Total adjustments

(0.4)197.8

Adjusted profit after tax

47.141.0

(1) A djustments in FY20 for non-recurring costs include redundancy costs of $15.5 million, Holidays Act compliance provision of $3.2 million,

consultancy costs of $3.3 million and a satellite reservation fee of $3.0 million.

Customers

The Sky Box customer base continues to stabilise, evidenced through further reductions in the rate of churn for Sky Box customers

in FY21. These improvements are driven by retaining similar levels of acquisitions whilst improving levels of churn through enhanced

customer insights, marketing and retention programmes. Average revenue per user (ARPU) has declined due to the impacts of

COVID-19 related discounts, offering discounts following the migration of reseller customers to direct billing relationships and a small

drop in average package holdings.

Following the strong levels of streaming customer growth in FY20 through Neon and Sky Sport Now, there was a small decline in

FY21 due to the change in focus in RugbyPass, away from a subscription product service to an audience and network business,

as well as a drop in Neon subscribers following the churn of some Lightbox customers on bundled services, albeit this was then

followed by significant growth over the remainder of the year. Sky Sport Now benefited from the improvement in COVID-19 related

sport restrictions in New Zealand and Neon had a strong content line-up.

20212020201920182017

Sky Box customers (1)

561,989585,248 619,073 661,361 705,652

Streaming customers (2)

393,179404,321159,767106,366110,861

Other customers (3)

----8,269

Total customers

955,168989,569778,840767,727824,782

Net customer growth - Sky Box

-4%-5%-6%-6%-5%

Net customer growth - streaming

-3%153%50%-4%22%

Sky Box acquisition (4)

47,27341,51049,95259,60379,685

Sky Box churn (4)

(69,287)(74,643)(91,841)(103,394)(113,226)

Sky Box ARPU ($ monthly) (5)

78.4082.0883.4684.5485.05

Streaming ARPU ($ monthly) (6)

17.4619.80---


(1) Sky Box customer groups comprise residential, commercial (including reseller in prior years), and broadband customers.

(2) S treaming customer groups comprises Neon, Lightbox, Sky Sport Now, RugbyPass and retransmission.

(3) O ther customers include customers from non-trading businesses, IGLOO and Fatso.

(4) Sky Box acquisition and churn is for Sky residential customers only, including reseller.

(5). Sky Box ARPU is average revenue per user for Sky residential customers only, including reseller customers, calculated as the average for the

twelve month period.

(6) S treaming ARPU is the blended rate across Neon, Lightbox, Sky Sport Now, RugbyPass, and retransmission.

40
Financial Commentary (Continued)

Revenue Analysis

Sky’s total revenue was $711.2 million, as follows:

In NZD millions

20212020% inc/(dec)

Sky Box subscriptions (1)

532.1582.0(8.6)

Other subscriptions (2)

117.0105.411.0

Total subscription revenue

649.1687.4(5.6)

Advertising

44.945.2(0.7)

Installation and other revenue

17.214.022.9

Total other revenue

62.159.24.9

Total revenue

711.2746.6(4.7)

(1) Sky Box subscription revenue includes Sky Box customers (including reseller) and broadband customers.

(2) O ther subscriptions include Neon, Sky Sport Now, RugbyPass, retransmission and commercial customers (and included Lightbox in 2020).

Residential (Sky Box) subscription revenue decreased by 8.6% to $532.1 million mainly due to a loss in Sky Box customer numbers

year on year. Customers were migrated from reseller arrangements in the year, resulting in one-off billing discounts to align billing

dates, and then honouring discount package pricing already in place. Overall, the average uptake on premium packages was down

slightly year on year, and COVID-19 impacted pay-per-view events resulting in lower event buys. These all contributed to lower

ARPU in the period. A continuing focus on customer retention saw an 3.2% improvement in annual churn to 12.2% from 12.6% in

the prior year as targeted initiatives gained traction.

Other subscription revenue includes commercial revenue earned from Sky subscriptions at hotels, motels, licenced premises and

commercial customers, streaming revenue from services such as Neon, Lightbox (prior to merging with Neon in July 2020), Sky

Sport Now, RugbyPass and revenue derived from transmission of programming for third parties. These revenues increased 11.0%

to $117.0 million mainly due to the growth of Neon in late FY20 and throughout FY21, and Sky Sport Now when sport returned

after COVID-19 restrictions were lifted in New Zealand.

Advertising sales revenue remained stable at approximately $45 million. The advertising market was significantly impacted by

COVID-19 in the final quarter of FY20, with recovery through FY21 meaning revenues for the year were broadly flat with the prior

financial year. Sky’s market share in FY21 was 8.6% compared to 9.3% in FY20, falling due the impact on Sky’s sport related sales

and the advertising on Discovery channels now being sold directly by Discovery. The fall in market share was offset with a growing

advertising market following a greater impact of COVID-19 in FY20.

Installation and other revenues increased from $14.0 million to $17.2 million due to an increase in installation and late payment

fees in the year.

41
Sky / 2021 Annual Report

Expense Analysis

A further breakdown of Sky’s operating expenses is provided below:

30-Jun-2130-Jun-20

In NZD millions

AdjustedReported% inc/(dec)

adjusted

% of revenue

adjusted

AdjustedReported% of revenue

adjusted

Programming

321.8329.3(4.1)45.2335.5342.144.9

Subscriber related costs

93.093.0(8.7)13.1101.9106.613.6

Broadcasting and

infrastructure

60.760.7(13.7)8.570.377.99.4

Other costs

52.555.310.57.447.556.86.4

Depreciation, amortisation

and impairment

108.0108.0(9.5)15.2119.3119.316.0

Total operating expenses

636.0646.3(5.7)89.4674.5702.790.3

Programming costs comprise both the costs of programme rights and also programme operating costs. Programme rights

costs include sport rights, pass-through channel rights (e.g. ESPN, Living Channel, National Geographic etc.), movies (including

pay-per-view), streaming and on demand rights, and music rights. Programme operating costs include the production of live

sport events, satellite and fibre linking costs and original studio productions.

Programming costs have decreased by 4.1% mainly due to the impacts of COVID-19 on live sports events and competitions,

and the availability of entertainment content from studio partners.

Sky’s adjusted programming costs have decreased by $13.7 million to $321.8 million and equate to 45.2% of total revenue in FY21,

up from 44.9% in FY20. The programming costs in both FY21 and FY20 have been adjusted for one-off impairments.

Subscriber related costs include the costs of servicing and monitoring equipment installed at customers’ homes, indirect

installation costs, the costs of Sky’s customer service department, sales and marketing activities and general administrative costs

associated with managing customer relationships.

Subscriber related costs reduced by 8.7% in FY21 due to a stronger emphasis on cost control and efficiencies gained in the year.

There remained a strong focus on improving customer services across various platforms in the year.

Broadcasting and infrastructure costs mainly consist of transmission and linking costs for transmitting Sky and Prime’s content

from its studios in Auckland to customers over satellite to devices in the home, streaming content over IP, and other distribution

platforms and the costs of operating Sky’s television stations and employee working environments at Mt Wellington and Albany.

These costs remained consistent year on year on an adjusted basis, driven mainly by stabilisation of Sky Box subscribers and the

associated service costs. Internet delivery costs for streaming services also stabilised and consist mainly of fixed costs which are

not affected significantly by customer numbers. The adjustments in FY20 relate to a $3.0 million satellite reservation fee and

$4.6 million restructuring costs.

Other costs include advertising costs, and overhead costs relating to corporate management of the Sky Group including consultancy

costs. The adjusted other costs increased by 10.5% to $52.5 million, due to higher insurance costs as part of the annual renewal cycle

and FY21 related short term incentive payments (which were cancelled in FY20).

Depreciation, amortisation and impairment costs include depreciation charges including subscriber equipment including satellite

dishes and decoders owned by Sky, fixed assets such as television station facilities, amortisation of the right-of-use assets created

under NZ IFRS 16 and amortisation of computer software and intangible assets. Depreciation of property, plant and equipment

has decreased as decoders and installation costs reach the end of their useful lives while amortisation of intangibles has increased

due to acquired intangibles for Lightbox and RugbyPass.

Depreciation, amortisation and impairment costs are summarised below:

In NZD millions

20212020

Depreciation of property, plant and equipment

36.4 54.7

Amortisation of intangibles

35.4 31.0

Depreciation of right-of-use assets

36.2 33.6

Total depreciation, amortisation and impairment108.0 119.3

42
Financial Commentary (Continued)

Finance costs, net

Decreased from $13.7 million to $10.5 million. Interest expense reduced from $16.0 million to $11.9 million due to the repayment

of the $100 million bond in March 2021 and a reduction in bank interest due the repayment of bank debt in the prior year and

subsequently not drawing down from the facility during the period.

Capital expenditure

Sky’s capital expenditure is summarised as follows:

In NZD millions

20212020

Subscriber equipment

3.54.4

Installation costs

14.812.6

Projects under development

2.011.7

Software

24.219.7

Other

6.68.1

Capital expenditure

51.156.5

Assets acquired by way of business acquisitions

0.216.4

Total capital expenditure

51.372.9

Capital expenditure has continued to transition towards a greater emphasis on growth focused areas, including migration of

platforms and services to the cloud, improvements in data management services and the implementation of Sky’s Broadband

service. A number of these investments have been foundational to the development of the new Sky Box. Investments in Sky’s

satellite delivery platform have been reducing and Sky continues to move towards a less capital intense operating model.

43
Sky / 2021 Annual Report

In NZD 000

20212020201920182017

For the year ended 30 June

Income statement

Total revenue and other income

724,754747,646795,126852,710893,485

Total operating expenses

538,338583,395564,958566,900601,145

EBITDA (1)

186,416164,251230,168285,810292,340

Depreciation, amortisation and impairment (2)

107,991119,318131,103102,414105,148

Impairment of goodwill

- 177,500670,000360,000 -

Net interest expense and financing charges

11,71515,85913,65017,57620,470

Losses/(gains) on currency and other

(1,179)(2,120)(1,208)(66)(850)

Net profit/(loss) before income tax

67,889(146,306)(583,377)(194,114)167,572

Balance sheet

Property, plant,and equipment, intangibles and

right-of-use assets

220,165

287,962213,702268,925301,008

Goodwill

255,245256,312395,3311,065,3311,425,331

Total assets

701,648837,936771,3531,503,0021,887,200

Interest bearing loans and liabilities

77,547212,513193,662235,344298,663

Working capital (3)

58,64290,2918,6079,03810,215

Total liabilities

278,154462,966419,785476,315559,322

Total equity

423,494374,970351,5681,026,6871,327,878

Cash flow

Net cash from operating activities

107,208157,300178,026213,613

244,536

Net cash used in investing activities

(44,187)(74,627)(69,780)(58,194)(79,640)

Lease repayments (4)

(37,503)(36,901) - - -

Free cash flow (5)

25,51845,772108,246155,419164,896

Capital expenditure

Capital expenditure

51,07156,45876,30058,20079,700

Assets acquired by way of business combination (6)

20316,354 - - -

Assets disposed of in the period (6)

(9,095) - - - -

42,17972,81276,30058,20079,700

(1) E arnings before income tax, interest expense, depreciation, amortisation and impairment, unrealised gains and losses on currency and interest

rate swaps.

(2) T he FY21 year includes depreciation on right-of-use assets of $36.2 million (FY20 $33.6 million).

(3) W orking capital excludes current borrowing, bonds, derivative financial instruments, available for sale financial assets and contract liabilities and

lease liabilities. Prior periods have been adjusted to exclude contract liabilities.

(4) L ease repayments prior to FY20, and the adoption of NZIFRS16, were included within net cash from operating activities.

(5) F ree cash flow is after lease repayments for the period that are categorised in financing cash flows, but before other financing activities.

(6) R ugbyPass and Lightbox, acquired in the 2020 financial year (refer note 28), were the only substantial acquisitions in the last five years. The OSB

business was sold in the 2021 financial year.

Financial Performance

Trends

44

Directors’ Responsibility

Statement

The directors of Sky Network Television Limited (Sky) are responsible for ensuring that the consolidated

financial statements of Sky and its subsidiaries (the Group) present fairly the financial position of the Group

as at 30 June 2021 and the results of its operations and cash flows for the year ended on that date.

The directors consider that the consolidated financial statements of the Group have been prepared using

appropriate accounting policies, consistently applied and supported by reasonable judgements and estimates

and that all relevant financial reporting and accounting standards have been followed.

The directors believe that proper accounting records have been kept which enable, with reasonable accuracy,

the determination of the financial position of the Group and facilitate compliance of the consolidated financial

statements with the Financial Markets Conduct Act 2013.

The directors consider they have taken adequate steps to safeguard the assets of the Group and to prevent

and detect fraud and other irregularities.

The directors present the consolidated financial statements of the Group for the year ended 30 June 2021.

The Board of Directors of Sky authorise these consolidated financial statements for issue on 24 August 2021.

For and on behalf of the Board of Directors.

Keith Smith

Director

Philip Bowman

Director and Chairman

Date: 24 August 2021

45
Sky / 2021 Annual Report

Contents

Financial Statements

Consolidated income statement .................................................. 46

Consolidated statement of comprehensive income

................ 47

Consolidated balance sheet

.......................................................... 48

Consolidated statement of changes in equity

.......................... 49

Consolidated statement of cash flows

....................................... 50

Basis of preparation

1. General information .................................................................... 51

2. Basis of consolidation

................................................................. 52

3. Significant accounting policies and changes

......................... 52

Performance

4. Segment and revenue information .......................................... 54

5. Other income

................................................................................ 55

6. Operating expenses

.................................................................... 56

7. Earnings per share

....................................................................... 57

8. Taxation

......................................................................................... 58

Working capital

9. Trade and other receivables ...................................................... 60

10. Programme rights inventory

................................................... 61

11. Trade and other payables and contract liabilities

.............. 62

Assets

12. Assets held for sale ................................................................... 64

13. Property, plant and equipment

.............................................. 65

14. Right of use assets

.................................................................... 67

15. Intangible assets........................................................................ 68

16. Goodwill

....................................................................................... 69

Funding

17. Borrowings ...................................................................................73

18. Lease liabilities

............................................................................75

19. Finance costs, net

.......................................................................77

20. Share capital

...............................................................................78

21. Reserves

........................................................................................79

Financial risk management

22. Derivative financial instruments .............................................80

23. Financial risk management - market risk

.............................82

24. Financial risk management - credit risk

................................83

25. Financial risk management - liquidity risk

............................84

26. Classification of financial instruments

..................................87

Other

27. Contingent consideration and provisions ............................88

28. Business acquisitions

................................................................89

29. Related parties

............................................................................91

30. Commitments

.............................................................................92

31. Contingent liabilities

..................................................................93

32. Subsequent events

.....................................................................93

33. Non-GAAP financial information

............................................93

Independent auditor’s report

.........................................................94

46
For the year ended 30 June 2021

In NZD 000Notes30-Jun-2130-Jun-20

Revenue

4711,234 746,641

Other income

513,520 1,005

Expenses

Programming

329,354342,096

Subscriber related costs

93,070106,554

Broadcasting and infrastructure

60,65577,942

Depreciation, amortisation and impairment of assets

6107,991119,318

Other costs

55,25956,803

Total expenses

646,329702,713

Operating profit before impairment

78,42544,933

Impairment of goodwill

16 - 177,500

Operating profit/(loss)

78,425(132,567)

Finance costs (net)

19 10,53613,739

Profit/(loss) before tax

67,889(146,306)

Income tax expense

8 20,34310,466

Profit/(loss) for the year

47,546(156,772)

Attributable to

Equity holders of the Company

747,228(156,979)

Non-controlling interests

318207

47,546

(156,772)

Profit/(loss) per share

Basic and diluted profit/(loss) per share (cents)

72.70

(23.91)

Consolidated

Income Statement

47
Sky / 2021 Annual Report

Consolidated Statement

of Comprehensive Income

For the year ended 30 June 2021

In NZD 00030-Jun-2130-Jun-20

Profit/(loss) for the year

47,546(156,772)

Items that may be reclassified to profit or loss

Exchange difference on translation of foreign operations

(291) 220

Deferred hedging gains transferred to operating expenses during the year

1,0561,196

Income tax effect

(296)(335)

Net other comprehensive income to be reclassified to profit or loss,

net of income tax

4691,081

Items that may not be reclassified to profit or loss

Deferred hedging losses transferred to non-financial assets during the year

(367)(51)

Income tax effect

10314

Net other comprehensive loss not being reclassified to profit or loss,

net of income tax

(264)(37)

Total comprehensive profit/(loss) for the year

47,751(155,728)

Attributable to:

Equity holders of the Company

47,433(155,935)

Non-controlling interest

318207

47,751(155,728)

48
As at 30 June 2021

In NZD 000Notes30-Jun-2130-Jun-20

Current assets

Cash and cash equivalents

34,800110,677

Trade and other receivables

965,61556,854

Programme rights inventory

10103,154115,672

Derivative financial instruments

221,3473,265

204,916286,468

Non-current assets

Property, plant and equipment

13100,192124,585

Right-of-use assets

1464,27296,821

Intangible assets

1555,70166,556

Deferred tax asset

86,162216

Goodwill

16255,245256,312

Derivative financial instruments

221,724461

483,296544,951

Assets held for sale

12 13,4368,367

Total assets

701,648839,786

Current liabilities

Interest bearing loans and borrowings

17 1,137100,765

Lease liabilities

18 39,07436,562

Trade and other payables

11137,077177,871

Contract liabilities

11 52,26751,180

Income tax payable

7,85015,041

Derivative financial instruments

22 1,495922

238,900382,341

Non-current liabilities

Interest bearing loans and borrowings

17 1,0351,883

Lease liabilities

18 36,30173,303

Trade and other payables

11 1,576 -

Contingent consideration

27 - 5,283

Derivative financial instruments

22 342405

39,25480,874

Liabilities associated with assets held for sale

12 - 1,601

Total liabilities

278,154464,816

Equity

Share capital

20 768,766767,608

Reserves

21 1,035991

Retained deficit

(347,647)(394,875)

Total equity attributable to equity holders of the Company

422,154373,724

Non-controlling interest

1,3401,246

Total equity

423,494374,970

Total equity and liabilities

701,648839,786

Consolidated

Balance Sheet

For and on behalf of the Board 24 August 2021

Keith Smith

Director

Philip Bowman

Director and Chairman

49
Sky / 2021 Annual Report

For the year ended 30 June 2021

Attributable to owners of the parent

In NZD 000Notes

Share

capitalReserves

Retained

deficitTo t a l

Non-

controlling

interest

To t a l

equity

For the year ended 30 June 2021

Balance at 1 July 2020

767,608991(394,875)373,7241,246374,970

Net profit for the year

- - 47,22847,22831847,546

Exchange difference on translation of

foreign operations

- (291) - (291) - (291)

Cash flow hedges, net of tax

21 - 496 - 496 - 496

Total comprehensive income for the year

- 20547,22847,433 318 47,751

Transactions with owners in their

capacity as owners

Dividend paid

- - - - (224)(224)

CEO share based remuneration

29 1,158 (161) - 997 - 997

1,158 (161) - 997(224)773

Balance at 30 June 2021

768,7661,035(347,647)422,1541,340423,494

For the year ended 30 June 2020

Balance at 1 July 2019

577,403(53)(227,111)350,239

1,329351,568

Impact of adoption of new accounting

standard

- - (10,785)(10,785) - (10,785)

Adjusted balance

577,403(53)(237,896)339,4541,329340,783

Net loss for the year

- - (156,979)(156,979)207(156,772)

Exchange difference on translation of

foreign operations

- 220 - 220 - 220

Cash flow hedges, net of tax

21 - 824 - 824 - 824

Total comprehensive loss for the year

- 1,044(156,979)(155,935) 207 (155,728)

Transactions with owners in their

capacity as owners

Rights issue and placement of shares

20 157,091 - - 157,091 - 157,091

Issue of ordinary shares related to

business combination

20 24,378 - - 24,378 - 24,378

Issue of ordinary shares to

NZ Rugby Union

10,20 15,436 - - 15,436 - 15,436

Transaction costs relating to

share issues

20

(7,086) - - (7,086) - (7,086)

Dividend paid

- - - - (290)(290)

CEO share based remuneration

29 386 - - 386 - 386

190,205 - - 190,205(290)189,915

Balance at 30 June 2020

767,608 991 (394,875) 373,724 1,246 374,970

Consolidated Statement

of Changes in Equity

50
For the year ended 30 June 2021

In NZD 000Notes30-Jun-2130-Jun-20

Cash flows from operating activities

Profit/(loss) before tax

67,889(146,306)

Adjustments for:

Depreciation and amortisation

6107,991 119,318

Impairment of goodwill

- 177,500

Impairment of programme rights

107,466 3,240

Unrealised foreign exchange (gain)/loss

19(656) 1,953

Interest expense

1911,941 16,020

Bad debts and movement in provision for loss allowance

61,454 1,352

Other non-cash items

(259) 1,040

Movement in working capital items:

(Increase)/decrease in receivables

(9,283) 10,128

(Decrease)/increase in payables

(39,237) 17,631

Decrease/(increase) in programme rights

5,052(5,056)

Cash generated from operations

152,358196,820

Interest paid

(11,250)(15,995)

Bank facility fees paid

(900)(25)

Income tax paid

(33,000)(23,500)

Net cash from operating activities

107,208157,300

Cash flows from investing activities

Acquisition of property, plant, and equipment

13(25,657)(27,470)

Acquisition of intangibles

15(25,414)(28,988)

Acquisition of subsidiaries, net of cash acquired

28 -

(18,169)

Proceeds from disposal of OSB business

286,884 -

Net cash used in investing activities

(44,187)(74,627)

Cash flows from financing activities

Proceeds from rights issue and placement of shares

20 - 157,091

Transaction costs incurred for rights issue

20 - (7,086)

Repayment of borrowings - bank loan

17 - (207,000)

Repayment of borrowings - bonds

17(100,000) -

Advances received - bank loan

17 - 119,000

Repayment of other borrowings

17(1,171)(1,093)

Payments for lease liability principal

18(37,503)(36,901)

Dividend paid to minority shareholders

(224)(290)

Net cash (used in)/from financing activities

(138,898)23,721

Net (decrease)/increase in cash and cash equivalents

(75,877)106,394

Cash and cash equivalents at beginning of year

110,677 4,283

Cash and cash equivalents at end of year

34,800 110,677

Consolidated Statement

of Cash Flows

51
Sky / 2021 Annual Report

Notes to the Consolidated

Financial Statements

For the year ended 30 June 2021

1. General Information

This section sets out the Group’s accounting policies that relate to the consolidated financial statements as a whole.

They have been presented in a structure which is intended to make them more relevant to shareholders. Where an accounting

policy is specific to one note, the policy is described in the note to which it relates.

Sky Network Television Limited (Sky) is a company incorporated and domiciled in New Zealand. The address of its registered office

is 10 Panorama Road, Mt Wellington, Auckland, New Zealand. The consolidated financial statements for the year ended 30 June

2021 comprise Sky Network Television Limited and its subsidiaries (the Group).

Sky is a company registered under the Companies Act 1993 and is a reporting entity under Part 7 of the Financial Markets Conduct

Act 2013. The consolidated financial statements of the Group have been prepared in accordance with the requirements of the

Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules.

The Group’s primary activity is to operate as a provider of sport and entertainment media services and telecommunications in

New Zealand and overseas.

These consolidated financial statements were authorised for issue by the Board on 24 August 2021.

Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with Generally Accepted Accounting

Practice in New Zealand (NZ GAAP). The Group is a for-profit entity for the purpose of complying with NZ GAAP. The consolidated

financial statements comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS), other

New Zealand accounting standards and authoritative notices that are applicable to entities that apply NZ IFRS. The consolidated

financial statements also comply with International Financial Reporting Standards (IFRS).

These consolidated financial statements are prepared on the basis of historical cost except where otherwise identified.

The consolidated financial statements are presented in New Zealand dollars.

Group structure

The Group has a majority share in the following subsidiaries:

Name of EntityPrincipal Activity

Country of

IncorporationParent Interest held

Jun-21Jun-20

Sky DMX Music LimitedCommercial MusicNew ZealandSky

50.50%50.50%

Sky Ventures LimitedInvestmentNew ZealandSky

100.00%100.00%

Media Finance LimitedNon-tradingNew ZealandSky

100.00%100.00%

Non Trading PS Limited (previously

Outside Broadcasting Limited)

Non-tradingNew ZealandSky

100.00%100.00%

Screen Enterprises Limited Non-tradingNew ZealandSky

100.00%100.00%

Sky Network Services Limited

(Previously Igloo Limited)

Non-tradingNew ZealandSky

100.00%100.00%

Believe It Or Not LimitedEntertainment quizzesNew ZealandSky

51.00%51.00%

Sky Investment Holdings LimitedInvestmentNew ZealandSky

100.00%100.00%

RugbyPass LimitedStreaming servicesIreland

Sky Investment

Holdings Limited

100.00%100.00%

RugbyPass Asia Pte LtdManagement servicesSingaporeRugbyPass Limited

100.00%100.00%

Lightbox New Zealand LimitedStreaming servicesNew ZealandSky

100.00%100.00%

Sports Analytics Pty Limited

(acquired 1 January 2021)

Data analytics for

sports

South Africa

Sky Investment

Holding s Limited

81.00%-

RugbyPass UK Limited

(incorporated 26 Jan 2021)

Streaming servicesNew Zealand

Sky Investment

Holdings Limited

100.00%-

52
Notes to the Consolidated Financial Statements (Continued)

2. Basis of Consolidation

The Group financial statements consolidate the financial statements of Sky and its subsidiaries. The acquisition method of

accounting is used to account for the acquisition of subsidiaries and businesses by the Group. The consideration transferred in

a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair value of the assets

transferred and the liabilities incurred. Each identifiable asset and liability is generally measured at its acquisition date fair value

except if another NZ IFRS requires another measurement basis. The excess of the consideration of the acquisition and the amount

of any non-controlling interest in the acquired company, less the Group’s share of the identifiable assets acquired and the liabilities

assumed, is recognised as goodwill. Acquisition related costs are expensed as incurred.

Subsidiaries

Subsidiaries are entities that are controlled, either directly or indirectly, by the Group. The Group controls an entity when it is

exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to affect those returns from

its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are

deconsolidated from the date on which control ceases.

Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated

in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains unless the

transaction provides evidence of an impairment of the asset transferred.

Transactions with non-controlling interests

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is,

as transactions with the owners in their capacity as owners. The difference between the fair value of any consideration paid and

the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals

to non-controlling interests are also recorded in equity.

3. Significant Accounting Policies and

Critical Judgements and Estimation

Impact of COVID-19

COVID-19 continues to have an impact on the Group, with a favourable increase in demand for entertainment content and

reduced churn for our Sky Box customers offset by ongoing uncertainties relating to the reduction of live sports, scheduling of

sports events and subsequent reduction of sport and entertainment content. There continues to be uncertainties due to the

COVID-19 epidemic that affect the Group’s key estimates and judgements including:

Intangible assets and goodwill – the ability to achieve future forecasts and the consequential impact on the carrying value of

goodwill and other finite life intangibles. Management and the directors have assessed the recoverable amounts for each cash

generating unit for potential impairment at 30 June 2021, and also considered whether there are any events or changes in

circumstances since the recognition of impairment as at 30 June 2020 and the signing of the 2020 financial statements that may

indicate further impairment by considering factors such as:

• The Group’s results for the year, which have exceeded the prior year and the plan;

• The improvement in the Group’s share price between 30 June 2020 and 30 June 2021; and

• The premium of net assets to market capitalisation being broadly consistent to the position as at 30 June 2020 noting that the

market capitalisation excludes any control premium,

and have concluded that no further impairment of goodwill is required at 30 June 2021.

Programming rights – the ability to monetise prepaid and future sports programming rights. Management continues to exercise

judgement in assessing both the value and estimated future amortisation profile of programming rights costs in response to

uncertainty that COVID-19 has created around the value of certain major sports competitions, some of which may be delayed or

postponed. Management has also considered any negotiations for equitable reductions due to COVID-19 that have been concluded

prior to balance date. Management also considered the valuation of the programme rights arising from the share issue to the NZ

Rugby Union and assessed the carrying value as remaining appropriate as the future economic benefit is still expected to be realised.

RugbyPass contingent consideration – The fair value of the contingent consideration was assessed at $5.3 million at the acquisition

date. Considering the current performance of RugbyPass, its new strategic direction, the uncertainty surrounding the economic

environment given the existence of COVID-19 and the probability of payment, management negotiated with the vendor to settle

the contingent consideration for a value of USD 1.25 million ($1.7 million). The agreement was formalised on 9 February 2021 and

the release of $3.6 million is included in other income (refer note 5).

53
Sky / 2021 Annual Report

3. Significant Accounting Policies and

Critical Judgements and Estimation (continued)

Capital Structure – As at 30 June 2021 the Group had negative working capital of $34 million compared to negative working

capital of $96 million at 30 June 2020. The Group carries a level of negative working capital mainly due to deferred income

recognised. The $100 million bond was repaid on 31 March 2021 out of the Group’s cash reserves (refer note 17).

Despite the continuing impact of COVID-19 the directors are satisfied that there will be adequate cash flows generated from

operating and financing activities to meet the obligations of the Group for a period of at least 12 months from approving the

consolidated financial statements after taking into consideration the current trading results and the undrawn banking facility

of $200 million as at 30 June 2021 (refer note 17).

Accounting policies

The accounting policies applied by the Group in these consolidated financial statements are the same as those applied by the

Group in its consolidated financial statements as at and for the year ended 30 June 2020. The Group has not early adopted any

standard, interpretation or amendment that has been issued but is not yet effective.

Foreign currency translation

Functional and presentation currency: The Group’s consolidated financial statements are presented in New Zealand dollars (NZD

or $) which is the Group’s functional and presentation currency.

Transactions and balances: Monetary assets and liabilities denominated in foreign currencies are translated into the functional

currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a

foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-

monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date

of the transaction. Foreign currency differences are generally recognised in profit or loss and presented within finance costs, except

when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign operations: The income statements of foreign operations are translated into the Group’s reporting currency at average

exchange rates for the period and the assets and liabilities of foreign operations are translated into NZD at the exchange rates

prevailing at the reporting date. The income and expenses of foreign operations are translated into NZD at the exchange rates at

the dates of the transactions.

Foreign exchange differences are recognised in other comprehensive income and accumulated in the translation reserve.

Comparatives

Certain comparative amounts have been reclassified to better reflect consistency with the current period. This does not have any

impact on the consolidated statement of comprehensive income or net asset position of the Group.

Goods and services tax (GST)

The consolidated statement of comprehensive income and consolidated statement of cash flows have been prepared so that all

components are stated exclusive of GST. All items in the consolidated balance sheet are stated net of GST with the exception of

receivables and payables, which include GST invoiced.

New Accounting interpretations applicable to the Group

IFRIC - Configuration and Customisation in a Cloud Computing Arrangement

The Group has capitalised costs incurred in configuring or customising a supplier’s application software in certain cloud computing

arrangements as intangible assets as the Group considered that it would benefit from those costs to implement the cloud-based

software over the expected terms of the cloud computing arrangement. Following the IFRS Interpretations Committee (IFRIC)

agenda decision on Configuration or Customisation costs in a Cloud Computing Arrangement in March 2021 (ratified by the IASB

in April 2021), the Group has commenced a review of these capitalised costs to determine whether they would need to be expensed

or reclassified as prepayments.

The IFRIC concluded that costs incurred in configuring or customising software in a cloud computing arrangement can be

recognised as intangible assets only if the activities create an intangible asset that the entity controls and the intangible asset

meets the recognition criteria. Costs that do not result in intangible assets are expensed as incurred, unless they are paid to the

supplier of the cloud-based software to significantly customise the cloud-based software for the Group, in which case the costs

paid upfront are recorded as prepayments for services and amortised over the expected terms of the arrangement. IASB has

confirmed in the past that reporting entities are entitled to sufficient time to determine the impact of IFRIC agenda decisions and

implement any resulting changes.

Transitioning systems to the cloud is a strategic priority of the Group. At the time of finalising the 30 June 2021 financial

statements the review process over SaaS

1

arrangements is still ongoing due to the complexity of arrangements, the number of

projects impacted and the vendor contracts included. Of the $50.4 million net book value of capitalised software at 30 June 2021,

Management estimate that the SaaS related value is in the vicinity of $15 million to $20 million. We are in the process of reviewing

these SaaS related capitalised costs to quantify the extent of any adjustment that may be required due to the revised accounting

policy. Further, as a result, following any change, going forward intangible assets and its associated amortisation might decrease,

operating expenses increase and prepayments may also be recognised.

We expect to have a clear understanding of the situation in the following financial year.

(1) S oftware as a Service

54
Notes to the Consolidated Financial Statements (Continued)

4. Segment and Revenue Information

In NZD 00030-Jun-2130-Jun-20

Sky Box subscriptions

532,122581,962

Other subscriptions

117,017105,381

Advertising

44,86645,155

Other revenue

17,22914,143

711,234746,641

Description of revenue streams

Within its operating business segment Sky has several revenue streams which it reports against. These include:

Sky Box subscription revenue: This includes revenue from Sky’s subscription services linked to its Sky Box customers.

Customers are invoiced on a monthly basis and contracts are normally for a period of 6 or 12 months with monthly renewals

thereafter. Early termination fees apply. Revenue is recognised over the period to which the subscription related.

Sky offers bundled services to its Sky Box customers which includes broadband and related equipment. Under NZIFRS 15 these

services are considered separate performance obligations and the revenue is allocated to each service proportionately based

on their stand-alone selling price.

Unearned subscriptions and deferred revenues are revenues that have been invoiced relating to services not yet performed and

are reported as contract liabilities (refer note 11).

Other subscription revenue: This includes commercial revenue earned from Sky subscriptions at businesses throughout

New Zealand, revenue from content sold to third parties for retransmission and revenue from streaming services such as Neon,

Sky Sport Now and RugbyPass. This revenue is recognised over time based on the timing of the services provided. Contracts

vary in length, including daily, weekly, monthly and are payable in advance.

Contracts with wholesale customers, where some of the Group’s services, (including Neon and Sky Sport Now) are combined

with the customer’s products and sold as part of a bundled service, have differing provisions such that the Group has been

determined to be either the principal or the agent depending on the wholesale contract terms. Revenue from these contracts

is invoiced monthly depending on the services provided, and is reported on a gross basis with the commission paid or discount

offered being treated as an operating expense where the Group is determined to be the principal and on a net basis where the

Group is determined to be the agent.

Advertising revenue: This relates to revenue received from customers in return for advertising placed on the Group’s services.

This revenue is reported when the advertisement is screened. Contract terms and rates vary depending on the customer and

services provided. Customers are billed monthly in arrears. Revenue is earned at a point in time

Other revenue: This includes revenue from installation services, transmission services and various other non-subscriber related

revenue. This revenue is recorded when the product or service has been delivered to the customer at a point in time or when

the performance obligation is received by the customer.

Key estimates and judgements

Gross versus net presentation

If the Group has control of goods or services when they are delivered to a customer, then the Group is the principal in the sale

to the customer, otherwise the Group is acting as an agent. Whether the Group is considered to be the principal or an agent

in the transaction depends on analysis by management of both the legal form and substance of the agreement between the

Group and its business partners; such judgements impact the amount of reported revenue and operating flows. Scenarios

requiring judgement to determine whether the Group is a principal or an agent include, for example, those where the Group

contracts through a third party to deliver its services such as Neon, Sky Sport Now and RugbyPass to customers via a bundled

service offering.

55
Sky / 2021 Annual Report

4. Segment and Revenue Information (continued)

Operating segments are reported in a manner consistent with the internal reporting provided to Sky’s executive team who are

the chief operating decision-makers. Sky’s executive team is responsible for allocating resources and assessing performance of

the operating segments. Sky operates in a single operating segment comprising the provision of sport, entertainment media and

telecommunication services in New Zealand. RugbyPass has been identified as a separate operating segment and is a separate

cash generating unit for the year ended 30 June 2021. For financial reporting purposes and with reference to the aggregation

criteria in the accounting standards RugbyPass is aggregated with the Sky business operating segment for the purposes of

reporting segment disclosure.

The table below shows the disaggregation of the Group’s revenue from contracts with customers on the basis of when revenue is

recognised for its principal revenue streams as described below.

In NZD 000

Residential

subscriptions

Other

subscriptionsAdvertisingOther revenue

Total revenue

from contracts

with customers

For the year ended 30 June 2021

Revenue from customers

532,122117,01744,86628,874722,879

Inter-segment revenue

- - - (11,645)(11,645)

Total revenue

532,122117,01744,86617,229711,234

Timing of revenue recognition

At a point in time

5,294 - 44,8667,64457,804

Over time

526,828117,017 - 9,585653,430

532,122117,01744,86617,229711,234

For the year ended 30 June 2020

Revenue from customers

581,962105,38145,15528,000760,498

Inter-segment revenue

- - - (13,857)(13,857)

Total revenue

581,962105,38145

,15514,143746,641

Timing of revenue recognition

At a point in time

10,822 - 45,1557,56363,540

Over time

571,140105,381 - 6,580683,101

581,962105,38145,15514,143746,641

Inter-segment revenue relates to intergroup services relating to sports productions provided by OSB until 31 March 2021, when

OSB was sold to NEP Limited (refer note 28).

5. Other Income

Other income consists of:

In NZD 000Notes30-Jun-2130-Jun-20

Government grant R&D tax credit

1,752 1,005

Gain on sale of OSB

285,787 -

RugbyPass provision release

271,476 -

RugbyPass earnout release

273,553 -

Other income

952 -

13,5201,005

Other income: Income not related to revenue from contracts with customers is required to be disclosed separately in the

financial statements and includes investment income, gains or losses on disposal of assets, lessor revenue and other income

not related to customer contracts.

56
Notes to the Consolidated Financial Statements (Continued)

6. Operating Expenses

Profit before tax includes the following separate expenses/(credits):

In NZD 000Notes30-Jun-2130-Jun-20

Depreciation, amortisation and impairment

Depreciation and impairment of property, plant and equipment (1)

1336,35554,698

Amortisation of intangibles

1535,39631,050

Depreciation and impairment of right-of-use assets

1436,24033,570

Total depreciation, amortisation and impairment

107,991119,318

Credit loss

Movement in provision

374319

Net write-off

1,0801,033

Total credit loss

91,4541,352

Fees paid to external auditors

Audit fees paid to principal auditors (2)

589 649

Regulatory reporting

9 3

Non-assurance services by principal auditors

Agreed upon procedures on bank compliance certificate

- 3

Treasury related financial markets risk analysis and commentary

9 35

Scenario analysis of property requirements

- 36

Total fees to external auditors

607726

Employee costs (3)

82,416105,707

Kiwisaver employer contributions

2,1342,304

Donations

187302

Operating lease and rental expenses

922916

(1) T he majority of depreciation and amortisation relates to broadcasting assets (refer note 13).

(2) T he audit fee includes the fee for both the annual audit of the financial statements and the review of the interim financial statements.

(3) T he decrease in employee costs in 2021 is primarily due to one-off redundancy costs of $15.5 million and a Holidays Act 2003 compliance

pr ovision of $3.2 million recognised in the prior year.

Employee entitlements to salaries, wages and annual leave, to be settled within 12 months of the reporting date represent

present obligations resulting from employees services provided up to the reporting date, calculated at undiscounted amounts

based on remuneration rates that the Group expects to pay.

Incentive plans are recognised as a liability and an expense for discretionary short-term incentives (STIs) based on a formula

that takes into account the economic value added by employees during the reporting period. The Group recognises this

provision where contractually obliged or where there is a past practice that has created a constructive obligation.

57
Sky / 2021 Annual Report

7. Earnings Per Share

Basic and diluted earnings/(loss) per share

30-Jun-2130-Jun-20

Profit/(loss) after tax attributable to equity holders of the parent (NZD 000)

47,228(156,979)

Weighted average number of ordinary shares on issue (thousands)

1,746,480656,639

Basic and diluted earnings/(loss) per share(cents)

2.70(23.91)

30-Jun-2130-Jun-20

Issued ordinary shares at the beginning of the year

1,746,279,558389,139,785

Ordinary shares issued on 19 August 2019

- 25,085,408

Ordinary shares issued on 1 November 2019

- 21,801,325

Ordinary shares issued on 21 February 2020

- 200,000

Ordinary shares issued on 2 June 2020

- 998,629,091

Ordinary shares issued on 16 June 2020

- 311,423,949

Ordinary shares issued on 1 March 2021

600,000 -

Total number of shares on issue

1,746,879,5581,746,279,558

Weighted average number of ordinary shares on issue

1,746,480,106 656,638,762

Basic earnings or loss per share

Basic earnings or loss per share is calculated by dividing the profit attributable to equity holders of Sky by the weighted average

number of ordinary shares on issue during the year.

Diluted earnings per share

Diluted earnings or loss per share is calculated by adjusting the weighted average of ordinary shares outstanding to assume

conversion of all dilutive potential ordinary shares. Sky had no dilutive potential ordinary shares during the current or prior period.

58
Notes to the Consolidated Financial Statements (Continued)

8. Taxation

Income tax expense

The total charge for the year can be reconciled to the accounting profit/(loss) as follows:

In NZD 00030-Jun-2130-Jun-20

Profit/(loss) before tax

67,889(146,306)

Prima facie tax expense at 28%

19,009(40,966)

Non-assessible income

(1,268) -

Non-deductible expenses

71049,806

Prior year adjustment

3729

Adjustment for change to building depreciation

153(2,487)

Tax loss not recognised

6111,813

Other

- 2

Effect of foreign tax rates

7562,289

Income tax expense

20,34310,466

Allocated between:

Current tax payable

26,41627,656

Deferred tax

(6,073)(17,190)

Income tax expense

20,343 10,466

As a result of a change in tax legislation enacted on 25 March 2020 with effect from 1 July 2020, the ability to tax depreciate

buildings was reinstated. The change required the restatement of the tax base (representing the future benefit of available tax

deductions) in the 2019/2020 income year. This resulted in a decrease to the deferred tax liability in the prior period of $2,486,958.

Imputation credits

In NZD 00030-Jun-2130-Jun-20

Imputation credits available for subsequent reporting periods based on a tax rate of 28%

161,341 145,963

The above amounts represent the balance of the imputation credit account as at the end of the reporting period adjusted for:

• Imputation credits that will arise from the payment of the amount of the provision for income tax;

• Imputation debits that will arise from the payment of dividends. Availability of these credits is subject to continuity of ownership

requirements.

Current income tax expense

Income tax expense represents the sum of the tax currently payable and deferred tax, except to the extent that it relates

to items recognised directly in other comprehensive income, in which case the tax expense is also recognised in other

comprehensive income. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as

reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it

further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using the rates

that have been enacted or substantively enacted by the balance date.

59
Sky / 2021 Annual Report

8. Taxation (continued)

Deferred tax assets and (liabilities)

The following are the major deferred tax liabilities and assets and the movements thereon during the current and prior reporting periods.

In NZD 000Notes

Fixed

assets

Leased

assetsOther

Recognised

directly

in equityTo t a l

For the year ended 30 June 2021

At 1 July 2020

(1,899)(6,878)9,348(355)216

Disposal of subsidiaries

28 - 66 - -66

NZ IFRS 9 hedging adjustment recognised

through other comprehensive income

21 - - - (193)(193)

Credited/(charged) to profit and loss

2,7956,591(3,313) - 6,073

Balance at 30 June 2021

896(221)6,035(548)6,162

For the year ended 30 June 2020

At 1 July 2019

(8,178)(15,983)5,271(34)(18,924)

Acquired on acquisition of subsidiaries

28(1,923) - - - (1,923)

NZ IFRS 9 hedging adjustment recognised

through other comprehensive income

21 - - - (321)(321)

Reinstatement of building depreciation

2,487 - - - 2,487

Leased assets under NZ IFRS 16 - retained

earnings impact on transition

3 - 4,194 - - 4,194

Credited/(charged) to profit and loss

5,7154,9114,077 - 14,

703

Balance at 30 June 2020

(1,899)(6,878)9,348(355)216

Certain deferred tax assets and liabilities have been offset as allowed under NZ IAS 12 where there is a legally enforceable right

to set off current tax assets against current tax liabilities and where the deferred tax assets and liabilities are levied by the same

taxation authority.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases

of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is not

accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination,

that at the time of the transaction neither affects accounting nor taxable profit or loss. Deferred income tax is determined

using tax rates that have been enacted or substantively enacted by the balance date and are expected to apply when the

related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are

recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences

can be utilised.

Key estimates and judgements

Deferred tax assets are recognised for unused tax losses and other deductible temporary differences to the extent that it is

probable that taxable profit will be available against which the losses and other deductible temporary differences can be utilised.

Significant management judgement is required to determine the amount of deferred tax assets that can be recognised based

upon the likely timing and level of future taxable profits. No deferred tax asset has been recognised in relation to the RugbyPass

accumulated losses of $19,412,000 (30 June 2020: $14,506,000) and Sky Network Services Limited’s (previously Igloo Limited)

accumulated losses of $12,150,000 (30 June 2020: $12,150,000). These tax losses can be carried forward for use against future

taxable profits of both entities subject to meeting the requirements of the income tax legislation in the local tax jurisdiction

including shareholder continuity.

60
Notes to the Consolidated Financial Statements (Continued)

9. Trade and Other Receivables

In NZD 000Note30-Jun-2130-Jun-20

Trade receivables

37,694 40,193

Less provision for loss allowance

(1,272)(898)

Trade receivables - net

36,422 39,295

Other receivables

8,847 6,019

Owing by NEP

28 7,000 -

Prepaid expenses

13,346 11,540

Balance at end of year

65,615 56,854

Deduct receivables not classified as financial assets

1

(13,601)(11,540)

Financial instruments

2652,01445,314

(1) R eceivables not classified as financial instruments include prepaid expenses, tax receivable and facility fees.

Impairment of trade receivables

The Group applies the NZ IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss

allowance for all trade receivables.

To measure the expected credit losses trade receivables have been grouped based on the shared credit risk characteristics

and the days past due. The expected loss rates are based on the payment profiles of revenue over the prior 24 months and the

corresponding historical credit losses experienced within this period. As a result of the COVID-19 pandemic the Group increased

its expected loss rates due to the uncertain future outlook for its residential and commercial Sky Box customers in FY20.

The ability of these customers to settle receivables in the near future is not currently considered to relate to the historical credit

risk characteristics of those customers.

The impairment of trade receivables as at 30 June 2021 is as follows:

30-Jun-2130-Jun-20

In NZD 000

Gross ImpairmentGross Impairment

Residential subscribers

24,326(1,099)24,383(653)

Commercial subscribers

4,759(32)2,975(58)

Wholesale customers

1,004 - 7,900 -

Advertising

4,680(60)2,894(32)

Other

2,925(81)2,041(155)

37,694(1,272)40,193(898)

61
Sky / 2021 Annual Report

9. Trade and Other Receivables (continued)

As at 30 June, the ageing analysis of trade receivables is as follows:


30-Jun-2130-Jun-20

In NZD 000

Expected

loss rate

Gross

carrying

amount

Loss

allowanceIn NZD 000

Expected

loss rate

Gross

carrying

amount

Loss

allowance

Not past due

0.2% 31,483 75

Not past due

0.2% 34,735 71

Past due 0-30 days

2.3%3,83287

Past due 0-30 days

2.2%3,56680

Past due 31-60 days

7.3%1,07579

Past due 31-60 days

6.4%93760

Past due 61-90 days

55.8%557311

Past due 61-90 days

53.7%406218

Greater than 90 days

96.4%747720

Greater than 90 days

85.4%549469

37,6941,27240,193898

Movements in the provision for impairment of receivables were as follows:

In NZD 000Note30-Jun-2130-Jun-20

Opening balance

898 579

Charged during the year

6 1,454 1,352

Utilised during the year

(1,080)(1,033)

Closing balance

1,272 898

The provision charged and the amount utilised for impaired receivables has been included in subscriber related costs in profit or

loss. Amounts charged to the allowance account are generally written off when there is no expectation of receiving additional cash,

usually ninety days after a customer has been disconnected. The maximum exposure to credit risk at the reporting date is the fair

value of each class of receivable. The Group holds collateral of $1.2 million (30 June 2020: $1.2 million) in the form of deposits for

Sky Box customers.

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the

effective interest method, less provision for impairment. Collectability of trade receivables is reviewed on an on-going basis.

Debts which are known to be uncollectible are written off. An impairment loss is recognised based on expected credit losses for

each trade receivable group.

62
Notes to the Consolidated Financial Statements (Continued)

10. Programme Rights Inventory

In NZD 000Note30-Jun-2130-Jun-20

Opening balance

115,67289,458

Acquired as part of acquisition of RugbyPass and Lightbox

28 - 9,517

Settled by issue of shares to NZ Rugby Union

20 - 15,436

Acquired during the year

1

266,348 282,097

Written off during the year

(7,466)(3,240)

Charged to programming expenses

(271,400)(277,596)

Balance at end of year

103,154115,672

(1) Prior year acquired programme rights have been amended due to a reclassification as described in note 3.

Programme rights inventories for broadcast are stated at the lower of cost and net realisable value, and net of the

accumulated expense charged to the income statement to date. Such programming rights are included as inventories when

the legally enforceable licence period commences and all of the following conditions have been met: (a) the cost of each

programme is known or reasonably determinable; (b) the programme material has been accepted by the Group in accordance

with the conditions of the rights; and (c) the programme is available for its first showing.

Prior to being included in inventories, the programming rights are classified as television programme rights not yet available

for transmission and not recorded as inventories on the Group’s balance sheet and are instead disclosed as contractual

commitments (refer note 30).

The cost of television programme inventories is recognised as programming rights in the income statement, over the period

the Group utilises and consumes the programming rights, applying linear-broadcast and time-based methods of amortisation

depending on the type of programme right, taking into account the circumstances primarily as described below.

These circumstances may change or evolve over time and, as such, the Group regularly reviews and updates the method used

to recognise programming expense.

• Sports – the majority or all of the cost is recognised in the income statement on the first broadcast or, where the rights are

for multiple seasons or competitions, such rights are recognised principally on a straight-line basis across the contracted

broadcast period or season.

• Movies – the cost is recognised in the income statement on an “as played” basis over the period for which the broadcast

rights are licensed.

• Pass through channels – the cost is amortised in the month of activity.

• Entertainment streaming content is amortised on a straight-line basis over the licence period.

The Group regularly reviews its programming rights for impairment. Where programme broadcast rights are surplus to the

Group’s requirements, and no gain is anticipated through a disposal of the rights, or where the programming will not be

broadcast for any other reason, a write-down to the income statement is made. Any reversals of inventory write-downs are

recognised as reductions in operating expense.

Key estimates and judgements

The COVID-19 pandemic has resulted in uncertainty around the valuation and amortisation of sports rights specifically

in relation to the value of major sports competitions. Some competitions have been delayed or postponed. As at 30 June

2021 it is still not clear when and if certain sports events will take place, and as a consequence, management have exercised

judgement in assessing the value of programming rights at year end and the estimated amortisation of rights costs. Where

the Group has negotiated an equitable reduction due to COVID-19 prior to balance date on contracted payments for certain

sports rights where content has been prepaid but not delivered or where content has been contracted for but will not be

delivered, the amortisation expense has been adjusted accordingly.

63
Sky / 2021 Annual Report

11. Trade and Other Payables and Contract Liabilities

In NZD 000Notes30-Jun-2130-Jun-20

Trade payables

83,710 94,009

Deferred consideration

28 - 10,522

Employee entitlements

10,560 7,307

Tax payables

7,377 13,750

Accruals

31,119 41,159

Provisions

1

27 5,887 11,124

Balance at end of year

138,653 177,871

Current

137,077 177,871

Two to five years

1,576 -

138,653 177,871

Less

Payables not classified as financial instruments

2

(23,824)(32,181)

Financial instruments

25114,829145,690

(1) Prior year provisions have been amended due to a reclassification as described in note 3.

(2) T ax payables, provisions and employee benefits do not meet the definition of a financial instrument and have been excluded from the

“ Trade and other payables” category.

Trade and other payables, other than contingent consideration which is measured at fair value, are initially measured at fair value

and are subsequently measured at amortised cost using the effective interest method.

Contract liabilities

IN NZD 00030-Jun-2130-Jun-20

Deferred revenue

52,267 51,180

Contract liabilities of $51,180,000 were released during the year (30 June 2020: $54,396,000).

Contract liabilities are not classified as financial instruments.

Contract liabilities are recognised for payments received from customers in advance and are recognised in revenue over

the service period. Sky invoices customers in advance for both residential and commercial subscriptions. Contract liabilities

recognised at the end of the financial year are recognised as revenue in the following year.

64
Notes to the Consolidated Financial Statements (Continued)

12. Assets Held for Sale

On 15 May 2021 the Sky land and buildings known as Studios 2 and 3 were listed for sale. Sky announced its intention to sell on the

NZX on 26 March 2021. As at 30 June 2021 a sale had not yet been completed and the land and buildings were classified as held

for sale in the financial statements. The assets held for sale have been reported at their book value.

The Board continues to assess the strategy relating to the Mt Wellington property portfolio, including Studios 2 and 3, but also

options relating to the land and buildings known as Studio 1.

On 11 February 2020, the Board made the decision to dispose of the assets of Outside Broadcasting Limited (OSB) a subsidiary

of Sky. As at 30 June 2020 the assets were classified as held for sale in the financial statements. Assets and liabilities held for sale

have been reported at their book values. OSB was part of the Sky operating segment until the sale of the assets was completed at

31 March 2021 (refer note 28).

In NZD 000Note30-Jun-2130-Jun-20

Assets

Property, plant and equipment (net)

1313,4367,245

Right-of-use assets (net)

14 - 1,122

Assets held for sale

13,4368,367

Liabilities

Employee entitlements

-235

Short term lease liabilities

18-349

Long term lease liabilities

18-1,017

Liabilities associated with assets held for sale

-1,601

The movements in assets held for sale are:

In NZD 000

Property, plant

and equipment

Right-of-use

assets

Other

assets

Lease

liabilities

Other

liabilitiesTo t a l

Balance at 1 July 2020

7,2451,122 - (1,366)(235)6,766

Depreciation

(53)(193) - - - (246)

Lease repayments

- - - 209 - 209

Employee accruals

adjustment

- - - - 235 235

Additions

13,436 - 1,133 - - 14,569

Disposals (note 28)

(7,192)(929)(1,133)1,157 - (8,097)

Balance at 30 June 202113,436 - - - - 13,436

65
Sky / 2021 Annual Report

13. Property, Plant and Equipment

In NZD 000

Land, buildings

& leasehold

improvements

Broadcasting

& studio

equipment

Decoders &

associated

equipment

Capitalised

installation

costs

Other

plant &

equipment

Projects

under

development

1

To t a l

1


For the year ending 30 June 2021

Cost

Balance at 1 July 2020

70,763 100,645 304,083 251,921 92,542 2,386 822,340

Transfer between categories

(222)8,709- 32 (10,108)(1,532)(3,121)

Assets held for sale (note 12)

(19,701) - - - - - (19,701)

Additions

1,1221,4682,03014,8465,37981225,657

Disposals

(8,163)(104)(52,058)(21,621)(9,986) - (91,932)

Balance at 30 June 2021

43,799110,718254,055245,17877,8271,

666733,243

Accumulated depreciation

Balance at 1 July 2019

28,52299,868296,107209,89363,365 - 697,755

Transfer between categories

- 747(3)19(3,885) - (3,122)

Depreciation for the year

2,371 2,555 3,703 19,843 7,883 - 36,355

Assets held for sale (note 12)

(6,265) - - - - - (6,265)

Disposals

(7,911)(104)(52,057)(21,621)(9,979) - (91,672)

Balance at 30 June 2021

16,717103,066247,750208,13457,384 - 633,051

Net book value

at 30 June 2021

27,0827,6526,30537,04420,4431,666100,192

For the year ending 30 June 2020

Cost

Balance at 1 July 2019

70,011 144,811 321,242 261,914 89,091 9,440 896,509

Acquired as part of the

acquisition of RugbyPass

and Lightbox

- - - - 385 - 385

Transfer between categories

(2,408)(78) - - 2,486 - -

Transfer from projects

937 1,676 - - 4,663 (9,440)(2,164)

Assets held for sale (note 12)

(196)(48,942) - - (6,485)(52)(55,675)

Additions

2,4193,68168112,5975,6542,43827,470

Disposals

- (503)(17,840)(22,590)(3,252) - (44,185)

Balance at 30 June 2020

70,763100,645304,083251,92192,5422,386822,340

Accumulated depreciation

Balance at 1 July 2019

26,267136,325298,351209,01263,337733,292

Depreciation for the year

2,380 6,460 15,586 23,471 6,801 - 54,698

Assets held for sale (note 12)

(125)(42,414) - - (5,891) - (48,430)

Disposals

- (503)(17,830)(22,590)(882) - (41,805)

Balance at 30 June 2020

28,52299,868296,107209,89363,365 - 697,755

Net book value

at 30 June 2020

42,2417777,97642,02829,1772,386124,585


(1) T he prior year closing balances have been updated to exclude $33.4 million of fully depreciated projects under development for both cost and

accumulated depreciation. The net effect on the opening net book value is nil.

66
Notes to the Consolidated Financial Statements (Continued)

13. Property, Plant and Equipment (continued)

Land, buildings, and leasehold improvements at 30 June 2021 includes land with a cost of $2,625,000 (30 June 2020: $8,820,000).

The land and buildings identified as Studios 2 and 3 were listed for sale on 15 May 2021 and have been classified as held for

sale in the financial statements (refer note 12). Depreciation related to broadcasting assets (including decoders and capitalised

installation costs) of $26,101,000 (30 June 2020: $45,527,000) accounts for the majority of the total depreciation charge.

Due to immateriality of the remaining depreciation, no allocation of deprecation has been made across expense categories in

the consolidated statement of comprehensive income.

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses except land which

is shown at cost less impairment. Cost includes expenditure that is directly attributable to the acquisition of the items.

Capitalised installation costs are represented by the cost of satellite dishes, installation costs and direct labour costs.

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate

items of property, plant and equipment.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it

is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the item can be

measured reliably. The cost of additions to plant and other assets constructed by the Group consist of all appropriate costs of

development, construction and installation, comprising material, labour, direct overhead and transport costs. For qualifying

assets directly attributable interest costs incurred during the period required to complete and prepare the asset for its

intended use are capitalised as part of the total cost. All other costs are recognised in profit or loss as an expense is incurred.

Additions in the current year include $207,450 of capitalised labour costs (30 June 2020: $2,064,000). Additions for 30 June

2020 also included $205,000 of capitalised interest.

Projects under development comprise expenditure on partially completed assets. The projects include items of property,

plant and equipment and intangible assets. At completion of the project the costs are allocated to the appropriate asset

categories and depreciation or amortisation commences.

Costs may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency

purchases of property, plant and equipment.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and recognised in other costs.

Depreciation

Property, plant and equipment are depreciated using the straight-line method so as to allocate the costs of assets to their

residual values over their estimated useful lives as follows:

Leasehold improvements 5-50 years

Buildings 50 years

Broadcasting and studio equipment 5-10 years

Decoders and other customer premises equipment 4-5 years

Other plant and equipment 3-10 years

Capitalised installation costs 5 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.

Key estimates and judgements

The estimated life of technical assets such as decoders and other broadcasting assets is based on management’s best

estimates. Changes in technology may result in the economic life of these assets being different from that estimated

previously. The Board and management regularly review economic life assumptions of these assets as part of management

reporting procedures.

67
Sky / 2021 Annual Report

14. Right-Of-Use Assets

In NZD 000TransmissionPropertyEquipmentMotor vehiclesTo t a l

Right-of-use assets

Balance at 1 July 2020

79,4329,5977,58720596,821

Additions

652-5,181-5,833

Lease modification

-(1,794)4,0351782,419

Terminations

-(2,696)(1,719)(146)(4,561)

Depreciation & impairment

(27,388)(1,655)(7,066)(131)(36,240)

Balance at 30 June 2021

52,6963,4528,01810664,272

Right-of-use assets

Transition balance on 1 July 2019

61,8987,6028,03842477,962

Reclassify assets relating to finance

leases previously recognised

- - 2,387 - 2,387

Held for sale (note 12)

- (1,029) - (93)(1,122)

Additions and lease modification

42,875 5,6283,5042152,028

Terminations

- (864) - - (864)

Depreciation

(25,341)(1,740)(6,342)(147)(33,570)

Balance at 30 June 2020

79,4329,5977,58720596,821

A review of Sky’s property portfolio has resulted in a reassessment of some of its property leases resulting in cancelling the lease or

shortening the lease term.

Due to COVID-19 some lessors have provided the Group with lease concessions by way of reduction or postponement of monthly

payments, for periods of up to three months. These concessions have not resulted in any changes in either the lease asset or the

lease liability (refer note 18). The value of lease concessions received is $29,000 (30 June 2020: $309,000) for property leases and

nil (30 June 2020: $440,000) for equipment leases. These are recorded as a deduction from operating expenses.

Right-of-use assets are measured at cost which includes the initial measurement of the lease liability, plus any lease payment

made before the commencement date, initial direct costs and restoration costs less any lease incentives received. Right-of-use

assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

The Group leases various premises, transmission equipment, motor vehicles and sundry equipment. Rental contracts vary

between one and five years with some office leases containing renewal options. The Group has incorporated renewal options

into the lease term where it is reasonably certain that the lease will be extended.

68
Notes to the Consolidated Financial Statements (Continued)

15. Intangible Assets

In NZD 000NotesSoftware

Other

intangibles

Projects under

developmentTo t a l

For the year ending 30 June 2021

Cost

Balance at 1 July 2020

181,7429,0579,291 200,090

Transfer between categories

-(369) - (369)

Transfer from projects under development

8,907 - (8,907) -

Acquired as part of the acquisition of

Sports Analytics

12192 - 204

Additions

24,150 - 1,264 25,414

Disposals

(9,788)(1,597) - (11,385)

Balance at 30 June 2021

205,0237,2831,648213,954

Accumulated amortisation

Balance at 1 July 2020

130,7512,783 - 133,534

Transfer between categories

-(369) - (369)

Amortisation for the year

33,3252,071 - 35,396

Disposals

(9,488)(820) - (10,308)

Balance at 30 June 2021

154,5883,665 - 158,253

Net book value at 30 June 2021

50,4353

,6181,64855,701

For the year ending 30 June 2020

Cost

Balance at 1 July 2019

151,8891,083 - 152,972

Acquired as part of the acquisitions

287,9957,974 - 15,969

Transfer from projects under development

132,164 - - 2,164

Additions

19,697 - 9,291 28,988

Disposals

(3) - - (3)

Balance at 30 June 2020181,7429,0579,291200,090

Accumulated amortisation

Balance at 1 July 2019

101,4241,063 - 102,487

Amortisation for the year

29,3301,720 - 31,050

Disposals

(3) - - (3)

Balance at 30 June 2020

130,7512,783 - 133,534

Net book value at 30 June 2020

50,9916,2749,29166,556

Software development costs recognised as assets are amortised on a straight-line basis over their estimated useful lives

(generally three to five years).

Direct costs associated with the development of broadcasting and business software for internal use are capitalised where it

is probable that the asset will generate future economic benefits. Capitalised costs include external direct costs of materials

and services consumed and direct payroll-related costs for employees (including contractors) directly associated with the

project and interest costs incurred during the development stage of a project. Additions in the current year to software include

$9,498,000 of accumulated capitalised labour costs (30 June 2020: $9,432,000), $6,975,000 of which were incurred in the

current year (30 June 2020: $7,956,000) and $242,000 of capitalised interest (30 June 2020; $513,000).

Projects under development comprise expenditure on partially completed assets. The projects include items of property, plant

and equipment and intangible assets. At completion of the project the costs are allocated to the appropriate asset categories

and depreciation or amortisation commences.

Key estimates and judgements

Assets that are subject to amortisation and depreciation are tested for impairment whenever events or changes in

circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount

by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair

value less costs to sell and value-in-use.

69
Sky / 2021 Annual Report

16. Goodwill

In NZD 000Notes30-Jun-2130-Jun-20

Opening balance

256,312395,331

Acquisition of subsidiary

28 - 38,481

Disposal of OSB

28(1,067) -

Impairment

- (177,500)

Closing balance

255,245 256,312

Assets that have an indefinite useful life are not subject to amortisation and are tested at each reporting date for impairment

and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment

tests are performed by assessing the recoverable amount of each individual asset or cash generating unit (CGU). The

recoverable amount is determined as the higher amount calculated under a value-in-use or a fair value less costs of disposal

calculation. Both methods utilise pre-tax future cash flows which are included in the Group’s five-year business plan.

Goodwill represents the excess of the cost of acquisition over the fair value of the Group’s share of the net identifiable assets,

liabilities and contingent liabilities of the acquired subsidiary at the date of acquisition and the fair value of the non-controlling

interest in the acquired subsidiary. Prior to 30 June 2020 the goodwill balance had been allocated to the Group’s single

reportable segment. The majority of goodwill arose as a result of the acquisition of Sky by Independent Newspapers Limited

(INL) in 2005. Subsequent acquisitions have resulted in increases to goodwill, including in August 2019 with the acquisition of

RugbyPass and associated goodwill of $38.5 million (refer note 28).

From the year ended 30 June 2020, RugbyPass has been reported as a separate CGU, albeit it continues to be included as part

of the Group’s single reportable segment (refer note 4). Subsequent to the December 2019 reporting date, the Board had

reassessed their view of the Group’s CGUs and determined that the separation of Sky and RugbyPass into individual CGUs

represented the lowest level for which there are separately identifiable cash inflows largely independent of the cash inflows

from other assets. This reassessment was largely driven by COVID-19 and the uncertainty it caused in the global sporting

rights market. This uncertainty had led the Board to pivot the RugbyPass strategy away from content rights monetisation

through streaming to the monetisation of its audience reach and self-generated content through advertising, sponsorship

and lower priced subscriptions. This meant the forecast revenue model for RugbyPass largely differed from that of Sky’s which

continued to primarily be subscriber-based content rights monetisation. In 2021 the Group sold the streaming business of

RugbyPass to Premier Sports Ltd (refer note 28).

In separating out the RugbyPass CGU from Sky’s, all of the RugbyPass acquisition goodwill of $38.5 million was allocated

to the RugbyPass CGU as it was management’s view that, in conjunction with the factors described above, the existing Sky

business had not received any material synergy benefits from the acquisition of RugbyPass. This goodwill was subsequently

impaired by $27.5 million at 30 June 2020.

On 31 March 2021 the Group disposed of Outside Broadcasting Limited (OSB) (refer note 28). NZ IAS 36 requires that any

goodwill associated with an operation that has been disposed must also be disposed of.

In performing impairment testing, if the carrying values exceed the recoverable amounts of the CGU, then the goodwill

allocated to each of these units is considered to be impaired and an impairment expense is recognised in the income statement.

The recoverable amounts of both CGUs for the year ended 30 June 2021 have been determined based on fair value less cost of

disposal calculations using the discounted cash flow (DCF) model. Calculations for the year ended 30 June 2020 were completed

by an independent third-party valuer, and for the year ending 30 June 2021 management has utilised the same valuation

approach and model used by the independent valuer with updated assumptions including some changes to revenue and cost

assumptions. This valuation methodology uses level three inputs in terms of the fair value hierarchy in NZ IFRS 13.

The fair value less cost of disposal calculations include benefits of future changes to the cost structure as the Group leverages

new technologies and continues to refine its operating models. For RugbyPass, it also includes the impacts of the change in

strategy. Some of these changes would not be included if value-in-use calculations were used to determine the recoverable

amounts of the CGUs and therefore fair value less cost of disposal calculations leads to the highest recoverable amounts for

both CGUs.

Key estimates and judgements

The determination of CGUs and the allocation of goodwill to these CGUs requires a degree of judgement by management and

this has been outlined above.

The forecasts used in impairment testing also requires assumptions and judgements about the future, such as discount

rates, terminal growth rates, forecast revenues, and assumptions around programming rights, and other costs and capital

expenditure to which the impairment models are very sensitive, and which are inherently uncertain. Actual results may differ

materially from those forecast or implied. The forecasts are not, and should not be read as, a forecast of, or guidance as to,

the future financial performance and earnings of the Group.

70
Notes to the Consolidated Financial Statements (Continued)

16. Goodwill (continued)

Cash flows over the forecast period (FY22 to FY26)

Forecast cash flows are prepared based on management’s current expectations, with consideration given to internal information

and relevant external industry data and analysis. The cash flow assumptions reflect the Group’s growth ambitions which are

included in the latest Board approved five-year plan.

In determining the cash flows for the five-year business plan, the Group acknowledges that there continues to be ongoing

uncertainties surrounding factors such as:

• the ongoing uncertainty caused by the COVID-19 pandemic;

• the quantum and timing of subscription revenues including expected acquisition and retention rates for streaming and Sky Box

customers;

• timing of live sports across the various sporting codes and delivery of rights according to contract, or delivery of equivalent

content, and assumptions around the cost of renewing key rights agreements in the future;

• formalising agreements for equitable cost reductions for sports rights which have been impacted by Covid-19 and/or other

commercial factors; and

• expansion of content delivery by means other than satellite, specifically the launch of broadband services.

While the core strategy and direction of the business remains broadly the same as the previous five-year plan, which was the basis

of the impairment testing at 30 June 2020 and was prepared during the early stages of the COVID-19 pandemic, the latest Board

approved plan reflects changes in the business since that time, as well as areas where there has been a shift in focus, such as:

• the better than expected trading performance for the year ended 30 June 2021;

• a more positive outlook for Sky Box, reflecting the focus on stabilising and then growing subscriber numbers, as evidenced by the

favourable trends and outlook for customer acquisitions and churn as compared to assumptions made twelve months ago in the

heightened uncertainty of the early stages of COVID-19;

• a less aggressive, but still ambitious, growth outlook in streaming;

• changes to sport and entertainment costs to reflect new and/or revised rights deals (e.g. securing the long-term partnerships

with NRL and New Zealand Rugby League) and revised assumptions around content renewals in the future;

• a refined broadband plan reflecting the proposition that was recently launched in market;

• the disposal of the RugbyPass streaming business in January 2021 (refer note 28), with a resulting revision of the RugbyPass

forecasts; and

• other structural changes e.g. the sale of the Outside Broadcasting business.

Valuation approach

Management has performed a roll-forward of the 2020 independent valuation, based on the latest Board approved five-year plan,

and used the same discount rates and terminal growth rates as the 2020 valuation, other than for broadband (which is part of

the Sky CGU) whereby the discount rate has been reduced to reflect the recent launch of the broadband proposition into market

during the last quarter of the 2021 financial year.

71
Sky / 2021 Annual Report

16. Goodwill (continued)

Key cash flow assumptions include the following:

Sky CGU

Residential Sky Box and streaming revenues have been forecast based on management’s current expectations of subscriber

numbers and average revenues per user (ARPU). In forming these expectations, management has referenced past churn and

acquisition performance, and factored in management interventions and planned growth strategies, specifically plans for a new

set top box, initiatives focused on customer retention and loyalty, and for streaming, continued growth following the merger of the

Lightbox platform with Neon, and the repositioning of Sky Sport Now to increase its appeal to customers.

Broadband revenues represent a new revenue stream for Sky following its launch in the 2021 financial year and are estimated

based on management’s expectations of Sky’s market penetration with reference to relevant industry data and Sky’s expected

ARPU.

Programming expenses include both programming rights and programming costs. Programming rights expenses have been

forecast with reference to contractual arrangements for content currently in place and management’s expectations of future

renewal of content arrangements. Management assumes the continuity of rugby content supply as envisioned in the short form

agreements (“NZR Agreements”) entered into by Sky, SANZAAR and NZ Rugby in October 2019. The parties continue to negotiate

relevant updates to the NZR Agreements reflecting changes to rugby content and competitions as a result of restrictions arising

from COVID-19 or as mutually agreed by the contractual parties. Management has assumed that sufficient volume and quality of

rugby content will be delivered for the length of the contracted period and that the applicable contracted payments will be made.

Programming costs largely comprise of sports production costs and are forecast with reference to the latest sporting calendar and

management’s expectations of future events and renewal assumptions.

Broadcasting and infrastructure expenses are forecast with reference to historical trends with assumed cost savings as Sky

continues to refine its operational activities through a period of transformational change and right-sizes its cost base.

RugbyPass CGU

Future RugbyPass revenues and costs are estimated with reference to comparable content generation, subscription, and

marketing businesses leveraging RugbyPass’ existing industry and user relationships, audience reach and content engagement.

Capital expenditure

Within both CGUs is forecast with reference to revenue consistent with historical trends and the changing nature of the Group’s

asset base.

Discount rates and terminal growth rates

The terminal growth rates and discount rates used in the 30 June 2021 impairment assessment calculations (and the equivalent

assumptions for 30 June 2020) are detailed below. Costs of disposal are assumed to be 1% (30 June 2020: 1%) of enterprise value.

30-Jun-21

30-Jun-20

Sky CGURugbyPass CGU

Sky CGURugbyPass CGU

Terminal growth rate

1.4%2.0%1.4%2.0%

Discount rate (post-tax)

14.3%35.0%15.3%35.0%

Discount rate (pre-tax)

19.9%48.6%21.3%48.6%

The 1.4% terminal growth rate for the Sky CGU takes into account the surety of content supply from entering into long term

content supply agreements in the current financial year, the changing balance of future revenues with streaming and other

subscription revenue that are likely to more than offset the decline of residential Sky Box revenues. Any risks of not achieving long

term growth rate have been adequately factored into the discount rate.

The discount rates represent the current assessment of the risks specific to each CGU, considering the time value of money and

risks of achieving the cash flow estimates. The discount rate calculation is based on the specific circumstances of the CGUs and is

derived from its weighted average costs of capital (WACC).

72
Notes to the Consolidated Financial Statements (Continued)

16. Goodwill (continued)

Conclusion

As outlined in note 3, Management and the Directors have assessed the recoverable amounts for each CGU, and also considered

whether there are any events or changes in circumstances that may indicate impairment, and concluded that no impairment of

goodwill is required at 30 June 2021 for both CGU’s.

30-Jun-21

30-Jun-20

In NZD 000Notes

Sky CGURugbyPass CGU

Sky CGURugbyPass CGU

Opening balance

245,33110,981395,331-

Acquisition of RugbyPass

28---38,481

Impairment

--(150,000)(27,500)

Disposal of OSB

28(1,067)---

Closing balance

244,26410,981245,33110,981

Sensitivities

The impact of planned new product offerings, proposed price changes and market changes arising from competition make it

difficult to estimate subscriber numbers with a high degree of accuracy and therefore there is significant uncertainty in the level

of future subscriber numbers. Actual results may be materially different from the plan due to changes in the key assumptions,

in particular changes in the quality, pricing or retention of key content contracts, the continued uncertainty regards Covid-19,

subscriber numbers and ARPU could give rise to impairment of goodwill.

The key forecast cash flow assumptions by CGU are outlined in the following table. For each key assumption management has

identified what a reasonable possible change may be, based on expected ranges which would significantly impact the recoverable

amount. The expected impacts on the CGU recoverable amount which result from a sensitivity to subscribers also captures the

change in the directly attributable variable costs caused by the increase/decrease to subscribers. The expected impact on the CGU

recoverable amount from the cost sensitivities do not capture any changes in revenue which may result if costs were to increase/

decrease.

Expected impact on CGU recoverable amount

Sensitivity

Upside $millionDownside $million

Sky CGU

Residential Sky Box revenues+/-10% change to subscribers

1

230.2 (230.2)

+/-10% change to ARPU

1

379.3 (379.3)

Streaming revenues+/-10% change to subscribers

43.8 (44.3)

+/-10% change to ARPU

60.0 (60.6)

Sky CGU costs+/-20% change to programming cost renewals

1

368.9 (368.9)

+/-1% change to capex as % of revenue

77.1 (77.1)

DCF assumptions+/-2% change to discount rate

143.2 (95.3)

+/-1% change to terminal growth rate

46.4 (38.0)

RugbyPass CGU

Revenues+/-10% change to revenue

1.4 (1.4)

DCF assumptions+/-10% change to discount rate

11.3 (5.5)

+/-1% change to terminal growth rate

0.4 (0.3)

(1) F or the most material forecast cashflow assumptions, namely Sky Box subscriber numbers, Sky Box ARPU and programming cost renewals,

the sensitivity levels at which goodwill headroom reduces to nil are: Sky Box subscribers numbers (6.6)%, Sky Box ARPU (4.0)%, and programming

c ost renewals 8.2%. For other sensitivities shown the reasonably possible changes would not result in an impairment.

Market capitalisation comparison

The Group compares the carrying amount of net assets with its market capitalisation value at each reporting balance date.

The share price as at 30 June 2021 was $0.174 equating to a market capitalisation of $303.9 million, and the share price on the

day the financial statements were signed was 16.2 cents equating to market capitalisation of $283.0 million. This market value

excludes any control premium and may not reflect the value of the Group’s net assets. The carrying amount of the Group’s net

assets as at 30 June 2021 was $423.5 million ($0.24 per share). Management and the Directors have considered the market

capitalisation and net assets and concluded that there is no impairment.

73
Sky / 2021 Annual Report

17. Borrowings

30-Jun-2130-Jun-20

In NZD 000CurrentNon-currentTo t a lCurrentNon-currentTo t a l

Borrowings

1

1,137 1,035 2,172 9701,8832,853

Bonds

- - - 99,795 - 99,795

1,137 1,035 2,172 100,765 1,883 102,648

(1) Borrowings include third-party loans.

Bank loans

On 2 July 2020, the Group signed a renegotiated bank facility with a syndicate of banks comprising Bank of New Zealand,

Commonwealth Bank of Australia and Westpac New Zealand Limited securing a facility of $200 million ending on 31 July 2023.

The facility arrangements (together with certain hedging arrangements) take the benefit of shared security granted by certain

members of the Group, including:

(i) a general security deed granted by each of Sky Network Television Limited, RugbyPass Limited, Sky Network

Services Limited, Outside Broadcasting Limited;

(ii) real property mortgages granted over certain real property interests of Sky Network Television Limited; and

(iii) a spectrum mortgage granted over certain spectrum.

As is customary for facilities of this nature, the loan facility is subject to certain covenant clauses whereby the Group is required to

meet certain key financial ratios and other performance indicators.

There have been no breaches of covenant clauses and no breaches are anticipated within the next 12 months.

Bank overdrafts of $1,511,000 (30 June 2020; $1,902,000) have been set off against cash balances.

Bonds

On 31 March 2014 the Group issued bonds for a value of $100 million. The bonds were fully repaid on 31 March 2021.

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial

recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value

being recognised in profit or loss over the period of the borrowings, using the effective interest method. Borrowings are classified

as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after

the balance date.

Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less. Bank overdrafts

that are repayable on demand and which form an integral part of the Group’s cash management are included as a component

of cash and cash equivalents for the purpose of the statement of cash flows.

Bonds are recognised initially at fair value less costs of issue. Costs of issue are amortised over the period of the bonds.

Subsequent to initial recognition, bonds are stated at amortised cost with any difference between cost and redemption value

being recognised in profit or loss over the period of the bonds, using the effective interest method.

74
Notes to the Consolidated Financial Statements (Continued)

17. Borrowings (continued)

Changes in liabilities arising from financing activities

In NZD 0001 July 2020

Adoption

NZ IFRS 16AdditionsRepaymentFeesReclass

Other

1

movements 30 June 2021

Current liabilities

Third party loan

970 - - (1,171) - 1,137 201 1,137

Bonds

99,795 - - (100,000)205 - - -

Lease liabilities

36,562 - - - - 2,512 - 39,074

Non- current liabilities

Borrowings

(289) - - - 88-201 -

Third party loan

2,172 - - - - (1,137) - 1,035

Lease liabilities

73,303 - 5,181(37,503) - (2,512)(2,168)36,301

212,513 - 5,181(138,674)293 - (1,766)77,547

In NZD 0001 July 2019

Adoption

NZ IFRS 16AdditionsRepaymentFeesReclass

Other

1


movements 30 June 2020

Current liabilities

Third party loan

1,093 - - (1,093) - 970 - 970

Bonds

- - - - - 99,795 - 99,795

Finance lease

608 - - - - (608) - -

Lease liabilities

- - - - - 36,562 - 36,562

Derivatives - Interest rate

631 - - - - - (631) -

Non- current liabilities

Borrowings

87,356 - 119,000(207,000)212143 - (289)

Third party loan

3,287 - - - - (1,115) - 2,172

Finance lease

1,796 - - - - (1,796) -

Lease liabilities

- 95,35752,028(36,901) - (34,156)(3,025)73,303

Bonds

99,522 - - - 273(99,795) - -

Derivatives - Interest rate

(11) - - - - - 11 -

194,28295,357171,028(244,994)485 - (3,645)212,513

(1) O ther movements include, exchange differences, and changes in fair value.

75
Sky / 2021 Annual Report

18. Lease Liabilities

This note provides information for leases where the Group is a lessee.

In NZD 000TransmissionPropertyEquipment

Motor

vehiclesTo t a l

For the year ending 30 June 2021

Balance at 1 July 2020

91,43810,6887,532207109,865

Additions for the period

--5,181-5,181

Lease modifications and terminations

10(4,503)2,33731(2,125)

Add interest for period

2,658424384113,477

Less repayments

(30,971)(2,594)(7,275)(140)(40,980)

Foreign currency revaluation

237-(280)-(43)

Balance at 30 June 2021

63,3724,0157,87910975,375

Current

32,6941,4924,8157339,074

Two to five years

30,6782,5233,0643636,301

Balance at 30 June 202163,3724,0157,87910975,375

For the year ending 30 June 2020

Transition balance on 1 July 2019

75

,3538,9548,21142692,944

Reclassification of finance leases previously recognised

- - 2,413 - 2,413

Additions for the period

42,8755,6283,5042152,028

Add interest for period

2,258550530193,357

Lease terminations

- (913) - - (913)

Held for sale (note 11)

- (1,270) - (96)(1,366)

Less repayments

(30,459)(2,261)(7,375)(163)(40,258)

Foreign currency revaluation

1,411 - 249 - 1,660

Balance at 30 June 2020

91,43810,6887,532207109,865

Current

29,8281,9794,6579836,562

Two to five years

61,6107,9812,87510972,575

More than five years

- 728 - - 728

Balance at 30 June 202091,43810,6887,532207109,865

Short term leases costs included in expenses in the consolidated statement of comprehensive income are $3,172,000 (30 June 2020:

$6,471,000). Several leases were terminated or assigned to other parties during the period resulting in a lease gain of $197,000

(30 June 2020; $50,000) which is recorded in other income in the consolidated income statement.

On 29 June 2020 the Group agreed a variation of its satellite lease with Optus which extended the lease period until the launch of

a new satellite which is expected to be between 31 December 2023 and 31 May 2024. The lease also alters the payment profile of

the transponders and allows the Group to utilise between five and seven transponders. The variation has been treated as a lease

modification which increased lease assets and lease liabilities by a value of $42,875,000.

The Group leases various properties, transmission equipment, motor vehicles and sundry equipment. Rental contracts vary

between one and five years with some office leases containing renewal options. Sky has incorporated renewal options into the

lease term where it is reasonably certain that the lease will be extended.

76
Notes to the Consolidated Financial Statements (Continued)

18. Lease Liabilities (continued)

For higher value contracts the Group adjusts the borrowing rate after considering the effect of the lease term, the currency and

value of the lease, any security given, and the economic environment in which the Group operates.

For leases where there are renewal options the lease payments may change. When lease payments are adjusted, the lease liability

is reassessed and adjusted against the right-of-use asset. Lease payments are allocated between principal and finance cost.

The finance cost is charged to profit or loss over the lease period.

Key estimates and judgements

Determining the lease term

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise

a renewal option. Renewal options are only included in the lease term if the option is reasonably certain to be exercised.

Most of the Group’s property leases contain renewal options, and generally where it is likely that these options will be

exercised, they have been included in the calculation of the lease liability. Management reassesses the likelihood of exercising

termination options at each reporting date or when there is any significant change in circumstances. Any changes in the lease

term or value affect the valuation of the liability and the right-of-use asset and are adjusted accordingly.

A change in the strategic direction of Sky has resulted in a reassessment of some of its property leases resulting in cancelling the

lease or shortening the lease term. This has resulted in a reduction in the lease liability and right-of-use asset (refer note 14), with

the resulting loss being recorded as an impairment charge.

The COVID-19 pandemic resulted in some lessors providing the Group with lease concessions for periods of up to three

months. These concessions have not resulted in any changes in either the lease asset or the lease liability (refer note 14).

The value of lease concessions received is $29,000 (30 June 2020; $749,000). These are recorded as a deduction from

operating expenses.

77
Sky / 2021 Annual Report

19. Finance Costs, Net

In NZD 00030-Jun-2130-Jun-20

Finance income

Interest income

(226)(161)

Finance expense

Interest expense on bank loans

3,0365,952

Interest expense on bonds

4,6886,155

Lease interest

3,5273,357

Amortisation of bond costs

205273

Bank facility finance fees

485283

Total interest expense

11,94116,020

Unrealised exchange (gain)/loss - foreign currency payables

(2,510)401

Unrealised exchange loss - foreign currency hedges

1,8541,552

Realised exchange gain - foreign currency payables

(523)(4,073)

10,53613,739

Interest income is recognised on a time-proportion basis using the effective interest method, which is the rate that exactly

discounts estimated future cash flow receipts through the expected life of the financial asset to that asset’s net carrying amount.

Borrowing costs directly attributable to acquisition, construction or production of an asset that takes a substantial period of

time to prepare for its intended use are capitalised as part of the cost of the respective assets. All other borrowing costs are

expensed in the period in which they are incurred. Borrowing costs consist of interest and other costs that the Group incurs with

the borrowing of funds.

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Non-monetary

items carried at fair value that are denominated in foreign currencies are translated to New Zealand dollars at the rates prevailing

on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign

currency are not re-translated. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions

and from the translation at the year-end exchange rate of monetary assets and liabilities denominated in foreign currencies are

recognised in profit and loss except where hedge accounting is applied and foreign exchange gains or losses are deferred in other

comprehensive income.

78
Notes to the Consolidated Financial Statements (Continued)

20. Share Capital

30-Jun-2130-Jun-20

Notes

Number of

shares (000)

Ordinary shares

(NZD 000)

Number of

shares (000)

Ordinary shares

(NZD 000)

Shares on issue at beginning of year

1,746,279 767,608 389,140 577,403

Shares issued for purchase of RugbyPass

28 - - 25,085 24,378

Shares issued to NZ Rugby Union

10 - - 21,801 15,436

Shares issued to Chief Executive

29 600 1,158 200 386

Rights issue and placement May 2020

- - 1,310,053 157,091

Less transaction costs

- - - (7,086)

1,746,879 768,766 1,746,279 767,608

On 21 February 2020, 200,000 ordinary shares were issued to Sky’s Chief Executive Martin Stewart as part of Mr Stewart’s

employment agreement. On 1 March 2021 the remaining 600,000 ordinary shares included in Sky’s former Chief Executive

Martin Stewart’s employment contract were issued in accordance with his agreement (refer note 29) at a value of $1.93 per share.

Prior year transactions

On 19 August 2019 Sky issued 25,085,408 shares at a value of $1.24 to RugbyPass Investors LLC as part of the consideration for

the purchase of RugbyPass (refer note 28).

On 1 November 2019 Sky issued 21,801,325 shares at a value of $0.92 to the NZ Rugby Union as part of the consideration in

relation to the SANZAAR and Rugby Union Partnership agreement. The shares were valued at fair value being the listed price on

the acquisition date less an attributable discount (refer note 10). The Group has measured the value of the consideration received

indirectly by reference to the fair value of the equity instruments granted and recorded this as a prepayment for programme rights

which have been amortised over the contract term.

Due to restriction clauses in both contracts for disposal of the shares, a discount was allocated to determine the fair value of the

consideration for the shares as follows:

In NZD 000RugbyPassNZ Rugby Union

Shares issued at market value

31,10620,057

Translation adjustment

(1,506) -

Less discount

(5,222)(4,621)

Fair value of consideration

24,37815,436

On 21 May 2020 the Group announced an equity raising at an offer price of NZ$0.12 per share, comprising: a fully underwritten

$9.0 million institutional placement and fully underwritten $148.0 million pro-rata non-renounceable accelerated entitlement offer

(the Offer) to eligible shareholders, at a ratio of 2.83 for 1. A total of 1,310,053,040 new shares were issued under the Offer raising a

total amount of approximately $157.0 million. Transaction costs of $7.1 million have been deducted from the proceeds of the Offer.

79
Sky / 2021 Annual Report

21. Reserves

In NZD 000Notes

Hedge

reserve

Share based

compensation

reserve

Currency

translation

reserve

Total

reserves

As at 30 June 2021

Balance as at 1 July 2020

610161220991

Translation of subsidiary

- - (291)(291)

Employee share scheme

29 - 997 - 997

Credit to equity for equity-settled share based payment

20 - (1,158) - (1,158)

Cash flow hedges (net of tax)

Revaluation

1,056 - - 1,056

Reclassification to profit or loss

(367) - - (367)

Deferred tax

8(193) - - (193)

Balance at 30 June 2021

1,106 - (71)1,035

As at 30 June 2020

Balance as at 1 July 2019

(214)161 - (53)

Translation of subsidiary

- - 220220

Employee share scheme

29 - 386 - 386

Credit to equity for equity-settled share based payment

20 - (386) - (386)

Cash flow hedges (net of tax)

Revaluation

2,243 - - 2,243

Reclassification to profit or loss

(1,098) - - (1,098)

Deferred tax

8(321) - - (321)

Balance at 30 June 2020

610161220991

80
Notes to the Consolidated Financial Statements (Continued)

22. Derivative Financial Instruments

30-Jun-2130-Jun-20

In NZD 000NotesAssetsLiabilities

Notional

amountsAssetsLiabilities

Notional

amounts

Forward foreign exchange contracts -

cash flow hedges

252,525(615) 192,951 2,926(683) 127,920

Forward foreign exchange contracts - dedesignated

25 546 (1,222) 92,443 800 (644) 102,910

Total forward foreign exchange derivatives

3,071(1,837) 285,394 3,726(1,327) 230,830

Analysed as:

Current

1,347(1,495)161,4453,265(922)165,900

Non-current

1,724 (342)123,949 461 (405)64,930

3,071(1,837)285,3943,726(1,327)230,830

Foreign exchange rates

Foreign exchange rates used at balance date for the New Zealand dollar are:

30-Jun-2130-Jun-20

USD

0.70020.6402

AUD

0.93110.9342

GBP

0.50580.5216

EUR

0.58830.5712

JPY

77.377268.9423

Sensitivity analysis for foreign exchange

A 10% strengthening or weakening of the NZD against the following currencies as at 30 June would have resulted in changes to

equity (hedging reserve) and unrealised gain/losses (before tax) as shown below. Based on historical movements, a 10% increase or

decrease in the NZD is considered to be a reasonable estimate. This analysis assumes that all other variables, in particular interest

rates, remain constant. The analysis is performed on the same basis for the prior year.

10% rate increase 10% rate decrease

In NZD 000 Gain/(loss)EquityProfit or lossEquityProfit or loss

As at 30 June 2021

Foreign currency payables

USD

- 2,876 - (3,515)

AUD

- 7,836 - (9,577)

Foreign exchange hedges

USD

(8,193)(1,730)10,1032,115

AUD

(9,489)(3,008)11,5983,676

(17,682)5,97421,701(7,301)

As at 30 June 2020

Foreign currency payables

USD

- 3,036 - (3,711)

AUD

- 6,222 - (7,640)

Foreign exchange hedges

USD

(3,535)(2,804)4,3213,427

AUD

(8,262)(6,553)10,0988,009

(11,797)(99)14,41985

81
Sky / 2021 Annual Report

22. Derivative Financial Instruments (continued)

Interest rates

During the year ended 30 June 2021, interest rates on borrowings varied in the range of 2.1% to 6.25% (30 June 2020:2.1% to 6.25%).

The Group’s interest rate structure is as follows:

30-Jun-2130-Jun-20

In NZD 000Notes

Effective

interest rateCurrentNon-current

Effective

interest rateCurrentNon-current

Assets

Cash and cash equivalents

0.25%34,800 - 0.41%110,677 -

Liabilities

Borrowings

175.42%(1,137)(1,035)5.42%(970)(2,172)

Lease liabilities

184.00%(39,074)(36,301)4.30%(36,562)(73,303)

Bonds

17- - - 6.16%(99,795) -

(5,411)(37,336)(26,650)(75,475)

Gains and losses on interest rate hedges recognised in the hedging reserve in equity (refer note 21) are released to profit or loss

within finance cost until the repayment of the bank borrowings.

As at 30 June 2021 the Group does not hold any variable rate loans, nor any interest rate hedges.

Derivative financial instruments

Derivative financial instruments are used to hedge the Group’s exposure to foreign exchange and interest rate risks. The

Group does not hold or issue derivatives for trading purposes. However, derivatives that do not qualify for hedge accounting

are accounted for as trading instruments. Derivative financial instruments are initially recognised at fair value on the date

a derivative contract is entered into and are re-measured at their fair value at subsequent reporting dates. The method of

recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the

nature of the item being hedged.

At inception the Group documents the relationship between hedging instruments and hedged items, as well as its risk

management objective and strategy for undertaking various hedge transactions. All derivatives are designated as hedges on

a portfolio basis to specific firm commitments or forecast transactions. The Group also documents its assessment, both at

hedge inception and on an on-going basis, of whether the derivatives that are used in hedging transactions are highly effective

in offsetting changes in cash flows of hedged items.

Derivatives consist of currency forwards and interest rate swaps. The fair value is recognised in the hedging reserve within

equity until such time as the hedged items will affect profit or loss. The amounts accumulated in equity are either released

to profit or loss or used to adjust the carrying value of assets purchased. For example, when hedging forecast purchase of

programme rights in foreign currency, the gains and losses previously deferred in equity are transferred from equity and

included in the initial measurement of the cost of the programme rights. The deferred amounts are ultimately recognised

in programme rights’ expenses in profit or loss.

Amounts accumulated in the hedging reserve in equity on interest rate swaps are recycled in profit or loss in the periods when

the hedged item affects profit or loss (for example when the forecast interest payment that is hedged is made). The gain or loss

relating to any ineffective portion is recognised in profit or loss as “interest rate swaps - fair value” in finance costs. The gain or

loss relating to interest rate swaps which do not qualify for hedge accounting is recognised in profit or loss within the interest

expense charge in “finance costs, net”. Currently Sky does not hold any interest rate derivatives as it has no variable debt.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any

cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is

ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss

that was reported in equity is immediately transferred to profit or loss. Changes in the fair value of any derivative instruments

that do not qualify for hedge accounting are recognised immediately in profit or loss.

82
Notes to the Consolidated Financial Statements (Continued)

23. Financial Risk Management - Market Risk

Financial risk management objectives

The Group undertakes transactions in a range of financial instruments which include cash and cash equivalents, receivables,

payables, derivatives and various forms of borrowings including bonds and bank loans.

These activities result in exposure to financial risks that include market risk (foreign exchange risk, fair value interest rate risk,

cash flow interest rate risk and price risk), credit risk and liquidity risk.

The Group seeks to minimise the effects of currency and interest rate risks by using derivative financial instruments to hedge

these risk exposures. The use of financial derivatives is governed by the Group’s policies approved by the Board of Directors, which

provides written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative

financial instruments, and the investment of excess liquidity. The Group does not enter into or trade financial instruments, including

derivative financial instruments, for speculative purposes.

The Corporate Treasury function reports monthly to the Board. The Audit and Risk Committee (a standing committee of the

Board) is responsible for developing and monitoring the Group’s risk management policies and advising the Board in this respect.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s

income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control

market risk exposures within acceptable parameters, while optimising the return on risk.

The Group buys and sells derivatives in the ordinary course of business, and also incurs financial liabilities, in order to manage

market risks. All such transactions are carried out within the guidelines set by the Board. In general, the Group seeks to apply hedge

accounting in order to manage income statement volatility.

a) Foreign exchange risk

The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Australian

dollar and the United States dollar in relation to purchases of programme rights and the lease of transponders on the satellite.

Foreign exchange risk arises when purchases are denominated in a currency that is not the entity’s functional currency. The net

position in each foreign currency is managed by using forward currency contracts and foreign currency options and collars to limit

the Group’s exposure to currency risk.

The Group’s risk management policy is to hedge foreign capital expenditure (Capex FX) and foreign operating expenditure

(Transactional FX) in accordance with the following parameters. Twelve-month forecasts by currency are updated on a rolling

monthly basis.

Percentage of net exposure hedged

FEC

1

, Collars and Options

PeriodMinimumMaximum

Year rolling 12 months

180%100%

270%100%

30%90%

40%50%

50%50%

6 – 100%25%

(1) F orward exchange contracts

Due to COVID-19 there was uncertainty of timing of future foreign currency commitments and the Board approved an exemption

to operate outside the hedging policy until the commitments were confirmed. Sky has operated within the hedging policy

parameters since 31 August 2020.

83
Sky / 2021 Annual Report

23. Financial Risk Management - Market Risk (continued)

The Group’s exposure to foreign currency risk that has been covered by forward foreign exchange contracts is as follows:

30-Jun-2130-Jun-20

In NZD 000USDAUDOTHERUSDAUDOTHER

Foreign currency payables

(22,152)(80,252)(587)(33,397)(67,013)(1,162)

De-designated forward exchange contracts

21,60770,836 - 30,50072,410 -

Net balance sheet exposure

(545)(9,416)(587)(2,897)5,397(1,162)

Forward exchange contracts

(for forecasted transactions)

88,877104,074 - 37,06090,860 -

Total forward exchange contracts

110,484174,910 - 67,560163,270 -

b) Cash flow and fair value interest rate risk

The Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow

interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. Group policy is to maintain its

borrowings in fixed rate instruments as follows:

PeriodMinimum hedgingMaximum hedging

Variable rate borrowings

1- 3 years40%90%

3-5 years20%60%

5-10 years0%30%

The Group manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps. Such interest rate swaps have

the economic effect of converting borrowings from floating rates to fixed rates. Under the interest rate swaps, the Group agrees

with other parties to exchange, at specified intervals (quarterly), the difference between fixed contract rates and floating rate

interest amounts calculated by reference to the agreed notional principal amounts. The Group also enters into fixed-to-floating

interest rate swaps to hedge fair value interest rate risk arising where it has borrowed at fixed rates. The Board approved short

term exemptions for interest rate hedging parameters while the long-term capital structure is revisited.

24. Financial Risk Management - Credit Risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its

contractual obligations and arises from cash and cash equivalents, deposits with banks, derivative financial instruments and the

Group’s receivables from customers. The carrying amount of these financial assets represents the maximum exposure to credit risk

at year end.

Credit control assesses the credit quality of the customer, taking into account, its financial position, past experience and other

factors. In monitoring customer credit risk, customers are grouped according to their classification and their credit characteristics

and the existence of any previous financial difficulties.

Credit risk with respect to individual residential and commercial customer receivables is limited due to the large number of

subscribers included in the Group’s subscriber base. The credit risk for advertising and wholesale customers is assessed individually

and trade receivables aging is reviewed monthly. In addition, receivables balances are monitored on an on-going basis with the

result that the Group’s exposure to bad debts is not significant. The Group establishes an impairment loss that represents its

estimate of expected credit losses in respect of trade receivables. The main component of the impairment loss is based on a

collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified.

The collective loss allowance is determined based on historical data of payment statistics for similar financial assets (refer note 9).

As a result of the COVID-19 pandemic the Group has increased its expected loss rates due to the uncertain future outlook for

its residential and commercial Sky Box customers. The ability of these customers to settle receivables in the near future is not

currently considered to relate to the recent historical credit risk characteristics of those customers.

Derivative counterparties and cash transactions are limited to high credit quality financial institutions. The Group has policies that

limit the amount of credit exposure to any one financial institution. The maximum exposure to credit risk on the derivative financial

instruments is the value of the derivative assets’ receivable portion of $3,071,000 (30 June 2020: $3,726,000).

84
Notes to the Consolidated Financial Statements (Continued)

25. Financial Risk Management - Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Prudent liquidity risk

management implies maintaining sufficient cash and cash equivalents, the availability of funding through an adequate amount

of committed credit facilities and the ability to close out market positions. The Group aims to maintain flexibility in funding by

keeping committed credit lines available. During COVID-19 the Group has strengthened its focus on managing working capital,

including increase in control around accounts payable, more frequent review of cash balances, and a higher level of interaction with

customers having overdue balances.

Management monitors the Group’s cash requirements, on a daily basis, against expected cash flows based on a rolling daily cash

flow forecast for at least 90 days in advance. In addition, management compares actual cash flow reserves against forecast and

budget on a monthly basis.

The Group has an undrawn facility balance of $200,000,000 as at 30 June 2021 (30 June 2020: $200,000,000) that can be drawn

down to meet short-term working capital requirements. The facility limit at 30 June 2021 and 30 June 2020 is $200,000,000.

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period from the

balance date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows,

including interest payments in respect of financial liabilities and the net settled interest rate derivatives that are in a loss position

at balance date. Balances due within 12 months equal their carrying value as the impact of discounting is not significant.

In NZD 000Notes

Carrying

amount

Contractual

cash flows

Less than one

year1-2 years>3 years

At 30 June 2021

Non derivative financial liabilities

Third party loans

172,172 (2,219)(1,172)(1,047)-

Lease liabilities

1875,375 (78,451)(38,672)(25,811)(13,968)

Trade and other payables

11114,658(114,658)(113,082)(430)(1,146)

Contingent consideration

28171 (171)(68)(68)(35)

Derivative financial liabilities

Forward exchange contracts used

for hedging - net outflow/inflow

1

221,837 (1,841)(1,495)(233)(113)

194,213(197,340)(154,489)(27,589)(15,262)

At 30 June 2020

Non derivative financial liabilities

Third party loans

172,853 (3,391)(1,172)(1,172)(1,047)

Lease liabilities

18109,865 (114,696)(38,662)(27,695)(48,339)

Bonds

1799,795 (106,250)(106,250)--

Trade and other payables

11145,690 (145,690)(145,690)--

Contingent consideration

275,283 (5,283)-(5,283)-

Derivative financial liabilities

Forward exchange contracts used

for hedging - net outflow/inflow

1

221,327 (1,330)(923)(407)-

364,813(376,640)(292,697)(34,557)(49,386)

(1) The table excludes the contractual cash flows of the interest rate swaps and forward exchange contracts which are included in assets.

85
Sky / 2021 Annual Report

25. Financial Risk Management - Liquidity Risk (continued)

The table below analyses the Group’s foreign exchange derivative financial instruments which will be settled on a gross basis into

relevant maturity groupings based on the remaining period at the balance date to the contractual maturity date. The amounts

disclosed in the table are the contractual undiscounted cash flows. Inflows have been calculated using balance date spot rates.

In NZD 000

Exchange

rate

Contractual

cash flows

foreign

exchange

amount

Contractual

cash flows

Less than one

year1-2 years3-5 years

At 30 June 2021

Forward foreign exchange contracts

Outflow (at FX hedge rate)

USD

(110,483)(65,425)(42,799)(2,259)

AUD

(174,910)(96,020)(71,032)(7,858)

Inflow (at year end market rate)

USD

0.7002 77,438 110,59465,49242,842 2,260

AUD

0.9311 162,974 175,03496,08871,082 7,864

23513593 7

At 30 June 2020

Forward foreign exchange contracts

Outflow (at FX hedge rate)

USD

(67,560)(62,655)(4,905) -

AUD

(163,270)(103,245)(60,025) -

Inflow (at year end market rate)

USD

0.6402 44,676 69,78364,7175,066 -

AUD

0.9342 152,559 163,305103,267

60,038 -

2,2582,084174 -

Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to

provide returns for shareholders, benefits for other stakeholders and to maintain an optimal capital structure. On 31 March 2021

the Group repaid its bond of $100 million out of cash reserves (refer note 17). In May 2020 the Group conducted an equity raise

comprised of a placement of shares to institutional investors and a pro-rata non-renounceable entitlement offer of shares to

eligible shareholders of 2.83 new shares for every 1 existing at the record date at an offer price of 12 cents per share (the Offer).

The Offer was fully underwritten and raised a total of approximately $157 million. The Offer was conducted to help ensure the

group is well capitalised to withstand the impacts of COVID-19 and positioned to execute on future growth opportunities as

conditions improve.

The capital structure of the Group consists of debt which includes the borrowings disclosed in note 17, cash and cash equivalents

and equity attributable to equity holders of Sky comprising share capital, reserves and retained earnings as disclosed in note 20.

The Board reviews the Group’s capital structure on a regular basis. The Group has a facility agreement in place with a syndicate of

banks. The group’s bank loan facility is subject to a number of covenants, including interest and debt cover ratios, calculated and

reported quarterly, with which it has complied for the entire year reported (2020: complied).

As at 30 June 2021 the Group’s debt excluding lease liabilities is $2.0 million (30 June 2020: $102.0 million) This is covered by cash

reserves of $34.8 million (30 June 2020; $111.0 million).

86
Notes to the Consolidated Financial Statements (Continued)

25. Financial Risk Management - Liquidity Risk (continued)

Fair value estimation

The methods used to estimate the fair value of financial instruments are as follows:

Level 1:

Quo ted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability,

either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3:

Inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs),

for example discounted cash flow.

The Group’s financial assets and liabilities carried at fair value are valued on a level 2 basis.

In NZD 000Note30-Jun-2130-Jun-20

Assets measured at fair value

De-designated forward exchange contracts

22 546 2,926

Derivatives used for hedging - cash flow hedges

22 2,525 800

Total assets

3,071 3,726

Liabilities measured at fair value

Contingent consideration

27,28(171)(5,283)

De-designated forward exchange contracts

22(1,222)(683)

Derivatives used for hedging - cash flow hedges

22(615)(644)

Total liabilities

(2,008)(6,610)

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques.

These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity

specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

The Group uses a variety of methods and assumptions that are based on market conditions existing at each balance date.

Techniques, such as estimated discounted cash flows, are used to determine the fair value of financial instruments. The fair value

of forward exchange contracts is based on market forward foreign exchange rates at year end. The fair value of interest rate

swaps is the estimated amount that the Group would receive or pay to terminate the swap at the reporting date, taking into

account current interest rates, observable yield curves and the current creditworthiness of the swap counterparties

Contingent consideration is valued on a level 2 basis at market value less an appropriate discount rate (refer note 27).

87
Sky / 2021 Annual Report

26. Classification of Financial Instruments

Financial assets are classified in the following categories: those to be measured subsequently at fair value through other

comprehensive income or profit or loss, and those to be measured at amortised cost. The classification depends on the purpose

for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition

and re-evaluates this designation at each reporting date.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income.

Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to

purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets

have expired or have been transferred and the Group has transferred substantially all the risk and rewards of ownership.

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value

through profit or loss, transaction costs that are directly attributable to the acquisition of the financial assets. Transaction costs

of financial assets carried at fair value through profit or loss are expensed in profit or loss.

The following table presents the Group’s financial assets and liabilities according to classifications:

30-Jun-2130-Jun-20

In NZD 000Notes

Carrying

amountFair value

Carrying

amountFair value

Financial assets at amortised cost

Cash and cash equivalents

34,80034,800110,677110,677

Trade and other receivables

952,01452,01445,31445,314

Finance lease receivable

Financial assets at fair value through profit or loss

Derivatives designated as hedging instruments (cash flow hedges)

222,5252,5252,9262,926

Derivatives not designated as hedging instruments

22546546800800

89,88589,885159,717159,717

Financial liabilities at amortised cost

Other loans

172,1722,0463,2873,218

Bonds

17 - - 99,795101,380

Lease liabilities

1875,37570,023109,865102,463

Trade and other payables

11114,829114,829145,690145,690

Financial liabilities at fair value through profit or loss

Contingent consideration

27 - - 5,2835

,283

Financial liabilities at fair value through OCI

Derivatives designated as hedging instruments (cash flow hedges)

22615615683683

Derivatives not designated as hedging instruments (fair value hedges)

221,2221,222644644

194,213188,735365,247359,361

Prepaid expenses, contract liabilities, unearned subscriptions, tax payables and employee benefits do not meet the definition of a

financial instrument and have been excluded from the “Trade and other receivables” and Trade and other payables” categories above.

The fair values of financial assets and financial liabilities are determined as follows:

Cash and cash equivalents, trade and other receivables carried at amortised cost, trade and other payables, and other current

liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of quoted notes and bonds is based on price quotations at the reporting date being a level 1 basis. The fair value of

loans from banks and lease liabilities is estimated on a level 3 basis by discounting future cash flows using rates currently available

for debt on similar terms, credit risk and remaining maturities.

Impairment of financial assets

The Group assesses, on a forward-looking basis, the expected credit losses associated with its debt instruments carried at

amortised costs and fair value through other comprehensive income. The impairment methodology applied depends on whether

there has been a significant increase in credit risk.

For trade receivables, the Group applies the simplified approach permitted by NZ IFRS 9, which requires expected lifetime losses to

be recognised from initial recognition of the receivables (refer note 9 for further details).

88
Notes to the Consolidated Financial Statements (Continued)

27. Contingent Consideration and Provisions

In NZD 000Note30-Jun-2130-Jun-20

Contingent consideration

1

28 171 5,283

Provision for holiday pay

2

3,400 3,215

Provision for onerous contracts

3

1,970 2,520

Provision for restructuring

3

346 5,389

Balance at 30 June 2021

115,88716,407

(1) Contingent consideration - Earnout on acquisition of RugbyPass

The contingent consideration was valued at $5.3 million as at acquisition date based on certain performance targets. Having

considered the current performance and uncertain market conditions and the sale of the Streaming business (refer note 28),

the Group has reassessed the strategic direction of Rugby Pass and renegotiated the contingent consideration amount with the

vendor of RugbyPass resulting in a final settlement of $1.7 million being paid.

Contingent consideration on the acquisition of Sports Analytics (refer note 28) was assessed at $171,000.

(2) Holidays Act 2003 compliance provision

Included within other provisions is a provision for holiday pay of $3.4 million (30 June 2020: $3.2 million). This provision arose from

leave entitlement calculation issues under the Holidays Act 2003 and represents management’s best estimate of outstanding

remediation payments to the current and former staff. The provision contains an element of uncertainty around the anticipated

rate of success in tracing former staff and judgement has been applied in estimating this rate.

(3) Other provisions

These include restructuring and provision for onerous contracts. The restructuring provision in the prior year is mostly comprised of

redundancy costs incurred as a result of the Group’s change in strategic direction. Redundancy costs of $100,000 (30 June 2020:

$15,479,000) have been included within employee costs (note 6). The prior year provision for onerous contracts has been updated

due to a reclassification as described in note 3.

The movements in provisions are as follows:

In NZD 000Notes

Contingent

consideration

Holidays

Act 2003

compliance

provision

Other

provisionsTo t a l

Balance at 1 July 2020

5,2833,2157,90916,407

Arising during the year

281711851,9702,326

Utilised/paid out

(1,730)-(6,087)(7,817)

Release of provisions

5(3,553)-(1,476)(5,029)

Balance at 30 June 2021

1713,4002,3165,887

Current - within one year

281713,4007404,311

Long term - later than one year

--1,5761,576

1713,4002,3165,887

Provisions are recognised when:

• there is a present legal or constructive obligation as a result of past events;

• it is more likely than not that an outflow of economic resources will be required to settle the obligation;

and the amount can be reliably estimated.

Measurement is the present value of the expenditure expected to be required to settle the obligation.

Key estimates and judgements

Provision for remediation of under‐payments under the Holidays Act 2003.

The estimated liability has been recalculated over the population of employees and former employees impacted. The full

population of employees were grouped across occupational groupings to recalculate the underpayments and reach the

estimated liability. The Group has consulted with an expert and obtained external legal advice where necessary to ensure

correct interpretation of the Group employment agreements against the Holidays Act 2003. Key decisions and methodologies

were documented, presented and discussed with the Audit and Risk Committee.

89
Sky / 2021 Annual Report

28. Business Acquisitions and Disposals

Acquisitions - Financial year 2021

On 1 January 2021 the Group, through its subsidiary Sky Investment Holdings Limited, acquired 81% of the share capital of Sports

Analytics Pty Limited, a company registered in South Africa. Sports Analytics specialises in deep-data analysis, trend identification

and data leveraging.

The purchase price comprises a payment of 50% share of profits after tax for a period of three years. Based on the three-year

forecasts provided by the vendor the contingent consideration has been assessed at $171,000. The fair value of the assets acquired

include working capital of $32,000 and $203,000 of intangible assets less attributable deferred tax of $64,000.

Acquisitions - Financial year 2020

On 19 August 2019 the Group, through its subsidiary Sky Investment Holdings Limited, acquired 100% of the share capital of

Rugby Pass Limited (Ireland) and Rugby Pass Asia Pte Limited (together RugbyPass).

RugbyPass is an online destination for global rugby fans, and at the time it was acquired offered a live streaming rugby service

across Asia, Australia and Europe, along with a wide array of original video content, news, analysis, statistics and a world-first

rugby player and team rankings system, the RugbyPass Index.

On 31 January 2020 the Group acquired 100% of the share capital Lightbox New Zealand Limited (Lightbox) from Spark New

Zealand Limited (Spark). Lightbox was an entertainment streaming service operating in New Zealand. The assets acquired

included subscribers, technology platforms to manage customers and provide entertainment content to a wide range of devices,

prepaid content rights and the Lightbox brand. Spark continues to make Lightbox and its successor service NEON available to its

customers for an agreed period.

Details of the purchase consideration, the net assets acquired, and goodwill for both acquisitions are as follows:

In NZD 000 Notes RugbyPassLightbox To t a l

Cash paid

15,633 2,977 18,610

Payable for acquisition

11 - 10,522 10,522

Ordinary shares issued

20 24,378 - 24,378

Contingent consideration

27 5,283 - 5,283

Total consideration

45,294 13,49958,793

The fair value of the 25,085,408 shares issued as part of the consideration paid for RugbyPass was based on the published share

price on 19 August 2019 of $1.24 per share less an attributable discount (refer note 20).

The fair value of the assets and liabilities recognised as a result of the acquisitions are as follows:

In NZD 000Notes RugbyPass Lightbox To t a l

Cash

441 - 441

Trade and other receivables

7346141,348

Inventories

10 1,8827,6359,517

Intangible assets

15 7,8518,11815,969

Property, plant and equipment

13 - 385385

Trade payables

(2,081)(1,565)(3,646)

Deferred revenue

(76)(267)(343)

Deferred tax liability

8(711)(1,212)(1,923)

Other liabilities

(1,227)(209)(1,436)

Net identifiable assets acquired

6,81313,49920,312

Add goodwill

38,481 - 38,481

Fair value of purchase consideration

45,29413,49958,793

90
Notes to the Consolidated Financial Statements (Continued)

28. Business Acquisitions and Disposals (continued)

For financial reporting purposes the assets and liabilities of Rugby Pass were valued and consolidated as if the acquisition had

occurred on 1 July 2019 which is the date the Group effectively obtained control of RugbyPass. For the period from acquisition date

to 30 June 2020 RugbyPass contributed revenue of $4,653,000 and losses of $14,506,000 to the Group. This excluded the impact of

an impairment of RugbyPass goodwill of $27,500,000 at 30 June 2020 (refer note 16). A deferred tax asset has not been recorded

as recovery is not expected in the short term.

Lightbox contributed revenue of $10,456,000 and losses of $3,968,000 to the Group for the period 1 February 2020 to 30 June 2020.

Business disposals - Outside Broadcasting Limited (OSB)

On 11 August 2020 the Group entered into an agreement with NEP New Zealand Limited (NEP) to sell the assets and liabilities of

OSB to NEP for $14.2 million. The sale was subject to Commerce Commission approval that was subsequently granted on

4 February 2021, with completion of the sale occurring on 31 March 2021.

The book values of the assets and liabilities derecognised as a result of the disposal are as follows:

Disposal proceeds Notes In NZD 000

Contracted price

14,248

Less employee accruals

(248)

Plant & equipment adjustment

(116)

Net selling price

13,884

Less cash received at completion

(6,884)

Owing by NEP (due 30 September 2021)

97,000

Assets and liabilities disposed of

In NZD 000

Property, plant and equipment

7,192

Right-of-use assets

929

Goodwill

1,067

Lease liabilities

(1,157)

Deferred Tax

866

Net assets disposed of

8,097

Disposal price

13,884

Gain on sale

5 5,787

Business disposals - RugbyPass streaming business

In January 2021 RugbyPass signed an agreement to sell its streaming business to Premier Sports Ltd. The fair value of the

consideration is based on a sharing of forecast revenues for the period 1 December 2020 to 31 December 2021 and has been

assessed at $813,000. The book value of the assets disposed of was $998,000 resulting in a loss on sale of $185,000 included

in other income.

Key estimates and judgements

Significant estimate: RugbyPass contingent consideration

The acquisition agreement for RugbyPass allowed for a maximum earnout amount of USD 10.0 million based on the

achievement of certain specified targets during the earnout period from 1 January 2020 to 31 December 2022. The agreement

also provided for an interim earnout amount of up to a maximum of USD 3.5 million for the 18-month period from 1 January

2020 to 30 June 2021. The contingent consideration was valued at $5.3 million at the acquisition date. As at 30 June 2020,

the Group continued to measure the fair value of the contingent consideration at $5.3 million. In coming to this conclusion, the

Group considered the current performance of RugbyPass, the uncertainty surrounding the current economic environment given

the existence of COVID-19 and the probability of payment. In February 2021 the Group reached agreement with the vendor

for final settlement of the earnout for a value of $1,730,000. The difference of $3,553,000 has been recorded in the income

statement as other income.

91
Sky / 2021 Annual Report

29. Related Parties

There were no loans to directors by the Group or associated parties at any of the reporting dates.

Related party transactions include the following:

In NZD 00030-Jun-2130-Jun-20

Income statement

Remuneration of key personnel (included in employee costs)

8,131 8,691

CEO share based remuneration (refer note 20)

997 386

Directors' fees

737 826

My Wave Limited (included in subscriber related costs)

256 -

Total related party transactions included in the income statement

10,121 9,903

Balance Sheet

My Wave Limited (included in prepayments)

1,192 -

Total Related Party transactions through consolidated balance sheet

1,192 -

On 1 December 2020 Martin Stewart left by mutual agreement and Sophie Moloney was appointed the new CEO on that date.

The year ending 30 June 2021 includes the cost of termination benefits associated with the former CEO of $1,453,000 and accrued

short-term employee benefits of $340,000 which was based on achieving targets for the year to 30 June 2021.

On 21 February 2020, 200,000 ordinary shares vested to the former CEO as part of a contractual entitlement to receive a total

of 800,000 ordinary shares in instalments of 200,000 on each of the first four anniversaries of commencement of employment.

As a result of the CEO’s decision to leave by mutual agreement the 600,000 ordinary shares vested in March 2021. This equity-

settled share scheme is accounted for and measured based on the fair value at grant date (1 February 2019) of $1.93 per share

($1,158,000).

The Group’s directors and key management personnel collectively hold shareholdings of 3,518,269 shares (30 June 2020: 3,491,032

shares) which carry the normal entitlement to dividends. Share transactions undertaken by directors can be found as part of the

statutory disclosures in the annual report.

During the year the Group entered into a commercial agreement with My Wave Limited, a software company that provides

interactive device solutions, as disclosed above, with an additional commitment of $500,000 payable in the next financial year.

Geraldine McBride is a Director of the Group as well as a Director of My Wave Limited.

92
Notes to the Consolidated Financial Statements (Continued)

30. Commitments

in NZD 00030-Jun-2130-Jun-20

Lease commitments

Year 3

13,149 -

Year 4

22,55213,105

Year 5

22,55222,466

Later than year 5

122,098144,159

180,351179,730

Contracts for transmission services:

Year 1

6371,355

Year 2

668680

Year 3

668680

Year 4

283607

Year 5

- 607

2,2563,929

Contracts for future programmes:

Year 1

299,002255,100

Year 2

266,550237,100

Year 3

225,998184,800

Year 4

193,366143,100

Year 5

97,121139,600

Later than year 5

49,96455,500

1,132,0011,015,200

Capital expenditure commitments:

Property, plant and equipment

Year 1

7,132861

Year 2

901 -

Year 3

556 -

8,589861

Other services commitments:

Year 1

25,

39820,660

Year 2

17,66710,475

Year 3

15,459856

Year 4

12,28943

Year 5

12,172 -

Later than year 5

57,292 -

140,27732,034

93
Sky / 2021 Annual Report

31. Contingent Liabilities

The Group has no undrawn letters of credit at 30 June 2021 (30 June 2020: $nil).

The Group is subject to litigation incidental to its business, none of which is expected to be material. No provision has been made

in the Group’s financial statements in relation to its current litigation and the directors believe that such litigation will not have a

significant effect on the Group’s financial position, results of operations or cash flows.

32. Subsequent Events

COVID-19

At the date of signing these financial statements, New Zealand was at COVID-19 Alert Level 4, following an announcement by the

New Zealand Government on 17 August 2021 and subsequent updates. At this time no changes have been made to assumptions

relating to the Group’s key estimates and judgments referred to in these financial statements as a result of this development.

Refer to note 3 for consideration of the impacts and mitigations of COVID-19 on the business.

Share Consolidation

On 24 August 2021 the Board resolved to undertake a share consolidation, to rationalise the number of shares on issue, with every

10 Sky shares held at 5pm (NZT) on 16 September 2021 to be consolidated into 1 share.

33. Non-GAAP Financial Information

Sky has used operating profit before impairment, which is a non-GAAP profit measure when discussing financial performance.

The directors and management believe that this measure provides useful information on the underlying performance of the Group.

This is used internally to evaluate performance, analyse trends, and allocate resources. Operating profit before impairment does

not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial information

presented by other entities.

94
Independent

Auditor’s Report

To the shareholders of Sky Network Television Limited

Our Opinion

In our opinion, the accompanying consolidated financial statements of Sky Network Television Limited (the Company), including its

subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at 30 June 2021, its financial

performance and its cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group’s consolidated financial statements comprise:

• the consolidated balance sheet as at 30 June 2021;

• the consolidated income statement for the year then ended;

• the consolidated statement of comprehensive income for the year then ended;

• the consolidated statement of changes in equity for the year then ended;

• the consolidated statement of cash flows for the year then ended; and

• the notes to the consolidated financial statements, which include significant accounting policies and other explanatory information.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International

Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for

the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance

Practitioners (including International Independence Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and

Assurance Standards Board and the International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Our firm carries out agreed upon procedures in respect of regulatory reporting and treasury related financial markets risk analysis

and commentary. In addition, certain partners and employees of our firm may subscribe to the Group’s services on normal terms

within the ordinary course of the trading activities of the Group. These other services and relationships have not impaired our

independence as auditor of the Group.

PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

95
Sky / 2021 Annual Report

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated

financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Description of the key audit matterHow our audit addressed the key audit matter

Goodwill impairment assessment

The carrying amount of goodwill as at 30 June 2021

amounted to $255 million (2020: $256 million).

The carrying value of goodwill is an area of focus for the

audit and a key audit matter as it is a significant amount in

the consolidated balance sheet, is dependent on future cash

flows and there is a history of impairments recognised in

previous years.

At 30 June 2021, the Group considered the recoverable

amount using the Fair Value Less Costs of Disposal (FVLCD)

methodology as being the most appropriate approach to

assess whether or not there is an impairment in the carrying

value of goodwill allocated to the two cash generating

units (CGU) identified by management. The forecasts in the

impairment model prepared by the Group are based on the

Group’s strategy, some elements of which would be excluded

under a Value In Use (VIU) methodology under NZ IAS 36,

Impairment of assets. As such, management has concluded

that the FVLCD methodology results in a higher recoverable

amount compared to VIU.

The future cash flows in the FVLCD models were prepared

based on the Board approved five year forecast cash flows.

The key assumptions used in the impairment models are the

following:

• residential Sky Box and streaming revenues (including

subscriber numbers and average revenue per user (ARPU));

• broadband revenues;

• programming expenses;

• broadcasting and infrastructure expenses;

• capital expenditure;

• cost of disposal;

• discount rates; and

• terminal growth rates.

The assessment did not result in goodwill impairment in the

year ended 30 June 2021.

Reasonably possible changes in certain key assumptions that

could result in an impairment are disclosed in note 16 to the

consolidated financial statements.

We obtained the impairment model prepared by management

and held discussions with them to understand the assumptions

used in the goodwill impairment assessment. We gained

an understanding of the current and forecast outlook for

the industry and the strategic direction of the business and

considered management’s assessment of FVLCD based on

market capitalisation at balance date.

We then performed the following audit procedures:

• assessed the appropriateness of using a FVLCD approach

against NZ IAS 36;

• considered whether the identification of CGU’s and

the carrying value, including the allocation of goodwill,

was appropriate;

• checked the mathematical accuracy of the calculation and

compared the resulting balances to the relevant carrying

values of each CGU;

• engaged our own valuation expert to assist us to:

• understand the valuation methodology applied by

management;

• assess the economic and industry forecasts, cost of

capital and other inputs to comparable organisations in

relation to discount rates and terminal growth rates; and

• challenge the rate used for cost of disposal by comparing

it to external evidence;

• challenged management on the reasonableness of key

cash flow assumptions, including movements in subscriber

numbers and ARPU to actual historical trends experienced

by the Group and programming costs to independent

market data on rights renewal assumptions and recent

renewals negotiated by the Group;

• considered the appropriateness of changes in key

assumptions from the previous year by performing a

lookback procedure against the actual FY21 results,

understanding the key elements of the forecast cash flows

approved by the Board versus the prior year and considered

the impact on our assessment of forecast cash flows;

• obtained and evaluated management’s sensitivity analyses

to ascertain the impact of reasonably possible changes and

also considered alternative possible scenarios; and

• considered the appropriateness of the disclosures in note

16 to the consolidated financial statements against the

requirements of the accounting standards.

96
Independent Auditor's Report (Continued)

Description of the key audit matterHow our audit addressed the key audit matter

Recognition of revenue

The Group’s total revenue for the year ended 30 June 2021

amounted to $711 million (2020: $747 million).

There has been a significant focus by management on

retaining and growing its customer base which included the

following, amongst other activities, in executing the Group’s

strategy:

• merging its streaming services following the acquisition of

Lightbox in the previous year;

• migrating Vodafone reseller customers to Sky Box; and

• launching Sky broadband in March 2021.

Given these changes during the year, revenue recognition

was an area of audit focus which required significant audit

attention and therefore is a key audit matter.

Refer to note 4 of the consolidated financial statements for

disclosures on revenue and business segments.

Our audit approach for revenue testing is a combination of

controls and substantive testing. In order to determine whether

the revenue has been recognised in accordance with the

relevant accounting standards, our audit procedures included:

• updating our understanding of the systems, processes and

controls in place over the recognition of revenue;

• testing the controls around restricted access to the revenue

billing system;

• testing the controls over subscriber additions,

disconnections and refunds in the revenue billing system by

comparing samples to supporting customer information;

• performing a recalculation of Sky Box subscription revenue;

On a sample basis, we also:

• verified revenue against supporting documentation and

customer contracts;

• tested the completeness of revenue transactions recognised

by haphazardly identifying Sky subscribers and checking

they were active customers within the revenue billing

system during the year;

• validated the pricing and payment of advertising and other

revenue transactions to customer contracts;

• tested whether revenue transactions recorded near year end

was recognised in the correct period; and

• checking customer arrangements to validate management’s

conclusion on whether the Group is a principal or agent and

the timing of when revenue is recognised.

Carrying value of programme rights inventory

At 30 June 2021, programme rights inventory amounted to

$103 million (2020: $116 million).

COVID-19 continues to have an impact on the Group as a result

of ongoing uncertainties relating to the reduction of sports,

scheduling of sports events and subsequent reduction of sport

and entertainment content. Given the level of audit work and

attention required, the carrying value of programme rights

inventory was an area of audit focus and a key audit matter.

Refer to note 10 of the consolidated financial statements for

disclosures on programme rights inventory.

Our procedures to address this area of focus included:

• checking the control that programme rights inventory

is reviewed against supporting contracts or signed

agreements;

• testing a sample of additions by agreeing to the relevant

contractual arrangement;

• testing the reasonableness of amortisation expense

recognised for the period by recalculating the amount

based on the period the Group utilises and consumes the

programming rights;

• evaluating management’s assessment over the valuation

of programming rights based on content that is no

longer expected to generate value in the future, such as

programmes that are discontinued or no longer resonate

with customers;

• assessing the appropriateness of recognising equitable

reductions by checking against supplier contracts and for

credit notes;

• checking future programme rights’ commitments on a

sample basis for onerous contracts; and

• reviewing the disclosures in the consolidated financial

statements.

97
Sky / 2021 Annual Report

Our Audit Approach

Overview

Overall group materiality: $4.6 million, which represents approximately 2.5% of earnings before interest,

taxes, depreciation and amortisation (EBITDA).

Given the volatility in profit before income tax over recent years and the Group continuing to execute

its growth strategy, in our judgement EBITDA provides an appropriate benchmark for calculating

materiality.

As reported above, we have three key audit matters, being:

• Goodwill impairment assessment

• Recognition of revenue

• Carrying value of programme rights inventory

Following our assessment of the risk of material misstatement, we:

• selected the Sky Network Television Limited parent entity for a full scope audit; and

• performed specified audit and analytical review procedures on the remaining 13 entities.

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated

financial statements. In particular, we considered where management made subjective judgements; for example, in respect of

significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.

As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters,

consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance about

whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or

error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group

materiality for the consolidated financial statements as a whole as set out above. These, together with qualitative considerations,

helped us to determine the scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of

misstatements, both individually and in aggregate, on the consolidated financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated

financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the

industry in which the Group operates.

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Annual

report, but does not include the consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of

audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our

knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on

the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

98
Independent Auditor's Report (Continued)

Responsibilities of the Directors for the

consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the consolidated financial

statements in accordance with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable

the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless

the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit

of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as a whole, are free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will

always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis

of these consolidated financial statements.

As part of an audit in accordance with ISAs (NZ), we exercise professional judgement and maintain professional scepticism

throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,

design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to

provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one

resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal

control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in

the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related

disclosures made by management.

• Conclude on the appropriateness of the use of the going concern basis of accounting by those charged with governance and,

based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast

significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are

required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such

disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of

the auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,

and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves

fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the

Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and

performance of the group audit. We remain solely responsible for the audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit

and significant audit findings, including any significant deficiencies in internal control that we identify during the audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements

regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to

bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most

significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.

We describe these matters in the auditor’s report unless law or regulation precludes public disclosure about the matter or when,

in extremely rare circumstances, we determine that a matter should not be communicated in the auditor’s report because the

adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

99
Sky / 2021 Annual Report

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might

state those matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s shareholders,

as a body, for our audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Keren Blakey.

For and on behalf of:

Chartered Accountants Auckland

24 August 2021

100

101
Sky / 2021 Annual Report

Other information

Corporate Governance .............................................................................................102

Interests Register

...........................................................................................................105

Company Information

...............................................................................................107

Waivers and Information

........................................................................................114

Share Market and Other Information

.........................................................115

Directory

................................................................................................................................116

102
Corporate Governance

Sky’s Board is committed to fulfilling its corporate governance obligations and maintaining high ethical standards. The Board

regularly reviews Sky’s corporate governance framework to ensure it is consistent with best practice.

This section of our annual report includes key information about Sky’s corporate governance policies and practices. You will

find a more detailed corporate governance statement online at https://www.sky.co.nz/investor-centre/corporate-governance

which provides further information covering all of the required disclosures under the ASX Corporate Governance Principles and

Recommendations (4th edition) (ASX Recommendations) and the NZX Corporate Governance Code (NZX Code). The corporate

governance statement has been approved by the Board.

Board Of Directors

Committees

The Board operates two permanent board committees, namely the Audit and Risk Committee and the People and Performance

Committee. The members of the Audit and Risk Committee are Keith Smith (Chair), Philip Bowman (Board Chair) and Joan

Withers. The members of the People and Performance Committee are Geraldine McBride (Chair) and Joan Withers.

Independent and Executive Directors

At 30 June 2021 all of the directors of Sky were considered to be independent directors. Each of the directors is considered independent

because they are not an “Employee” of Sky and do not have any “Disqualifying Relationship” (as defined by the NZX Listing Rules), and

the factors contained in NZX Recommendation 2.4 and ASX Recommendation 2.3 have been considered by the Board in determining the

independence of each director.

In considering the factors in NZX Recommendation 2.4 and ASX Recommendation 2.3, the Board has had careful regard to whether

Geraldine McBride’s status as an independent director has changed by virtue of her interests and position in MyWave Limited (MyWave),

which supplies services to Sky in support of Sky’s Fan Experience platform.

In particular, Geraldine is the CEO and director of MyWave (and its holding company, MyWave Holdings Limited), and currently

holds shares in MyWave Holdings Limited. Under ASX Recommendation 2.3, the relationship between Sky and MyWave is likely to be

considered a ‘material business relationship’ and, given that Geraldine is an officer of MyWave (as a CEO and director of MyWave),

Geraldine’s interest and position in MyWave notionally falls within one of the examples set out in Box 2.3 of the ASX Recommendations.

The Board has considered this relationship and concluded that, notwithstanding this, it is not sufficiently material so as to interfere

with Geraldine’s capacity to bring an independent judgement to bear on issues before the Board (which will exclude matters related to

MyWave) and to act in the best interest of Sky and to represent the interests of its shareholders generally rather than the interests of an

individual securityholder or other party. The Board came to this view having regard to a number of matters, including that:

• the supplier relationship with MyWave is not material to Sky in the context of Sky’s consolidated gross revenue and market

capitalisation;

• the services being provided by MyWave relate to discrete matters only, do not relate to the group as a whole and do not relate to

Sky’s core business;

• Geraldine has not been part of the team from MyWave providing the services to Sky;

• Sky has appropriate corporate governance measures in place, such that Geraldine will be excluded voting on a board resolution,

or being counted in the quorum for any discussion, on the entry into, and terms of, existing and future arrangements with

MyWave; and

• none of the other examples in Box 2.3 of the ASX Recommendations apply to Geraldine.

For completeness, the Board notes that consistent with Geraldine McBride’s interests disclosures recorded in Sky’s interests register,

Geraldine McBride is to be regarded as interested in Sky transactions involving MyWave and as such has not voted (and will not vote) on any

Board resolutions in relation to such transactions (or be counted towards any Board quorum for any Board discussion on such transactions,

although Geraldine McBride may participate (and has participated) in the Board’s discussions in relation to such transactions).

103
Sky / 2021 Annual Report

Diversity

Sky recognises diversity and inclusion as a strategic asset for the company’s current and future success. Sky values diversity of

gender, age, ethnic and cultural background, sexuality, experience and beliefs. Sky’s Board and management believe that an

organisation that reflects the diversity of its current and future customers will be able to deliver more personalised customer

experiences, and customer value, to continue to grow successfully, and to attract and retain the best talent.

Sky’s Diversity Policy reflects the company’s continuing commitment to diversity and inclusion. This policy requires the commitment

of the Board to set measurable objectives for achieving diversity in areas requiring improvement and to assess annually both

the objectives and Sky’s progress in achieving them. Sky proactively considers diversity in all recruitment activities, especially

in leadership positions. Sky is also committed to growing the capability of all Sky staff to leverage diversity to deliver a better

employee experience, a better customer experience and improved business performance.

The Board acknowledges the importance of gender diversity both on boards and within companies, and as noted in Sky’s Diversity

Policy, this is one of the diversity characteristics that is considered when evaluating new director candidates. As at 30 June 2021,

Sky’s Board had two female directors and three male directors (compared to three female directors and five male directors as at

30 June 2020).

Sky’s officers (being a person who is concerned or takes part in the management of Sky and reports to the Board, or to a person

who reports to the Board) includes one female officer and three male officers

1

.

Sky takes a holistic approach to diversity. Sky’s measurable objectives for achieving diversity are that:

• Each quarter, Sky measures and reports on employees’ feedback regarding diversity and belonging, and delivers organisational

development actions in response to this feedback.

• Each year, the Board actively considers the composition of the Board and any opportunities for new directors to join the Board

with diversity (including gender diversity) being one of the key criteria when considering new appointments.

• Each year the Board compares the number of female and male employees at Sky to the previous financial year’s figures to

ensure that Sky is maintaining a strong level of female participation at all levels of the organisation.

• Each year the Board considers the extent of age diversification at Sky by comparing the number of employees aged over and under

45 years to the previous financial year’s figures, in order to ensure Sky is benefiting from a mix of experience and new ways of thinking.

For the year ended 30 June 2021, the Board is satisfied that Sky achieved its diversity objectives as follows:

• Sky maintained consistent levels of gender and age diversification amongst employees across the organisation (increasing

female representation from 43% to 44%).

• Sky improved by 10% (from 62% to 68%) the number of staff who rated “I feel I belong at Sky” favourably.

• Sky improved by 20% (from 64% to 77%) the number of staff who rated “Sky values diversity” favourably.

(1) T he “officers” include the CEO and the members of Sky’s executive leadership team who report directly to the CEO.

The table below provides a detailed breakdown of the age diversification of Sky’s workforce at 30 June 2021:

(1) F or the purpose of Recommendation 1.5(c)(3) of the ASX Corporate Governance Principles and Recommendations (4th Edition),

“ senior executives” has the same meaning as the “officers” referenced in the chart above as defined under the NZX Listing Rules.

(2) A restructure of the executive team in April 2021 saw the total number of executive officers change from 9 to 5. At the end of FY21, one of the

executive officer positions was vacant and one under recruitment with a seconded partner from Deloitte filling that position.

Board LevelOfficers

(1)

All Staff

No of Women: 2

Total number: 5

2020

No of Women: 3

Total number: 8

Over 45 – 100%

(2020 – 88%)

No of Women: 1

Total Number: 4

(2)

2020

No of Women: 2

Total Number: 9

Over 45 – 75%

(2020 – 89%)

No of Women: 399

Total Number: 900

2020

No of Women: 427

Total Number: 992

Over 45 – 33%

(2020 – 36%)

104
Diversity (cont)

The table below provides a detailed breakdown of the age diversification of Sky’s workforce at 30 June 2021:

Age20212020

<30

18%21%

30 - 40

32%31%

40 - 50

29%28%

50 - 60

16%15%

60 - 70

4%4%

>70

1%1%

In accordance with Sky’s Diversity Policy, Sky has also committed to setting non-numerical objectives in respect of diversity and

inclusion through recruitment and selection practices at all levels, a detailed training program to enhance the skills and knowledge

of employees and enhanced flexible work practices.

Risk Management

Sky’s risk framework is overseen and monitored by both the

Board and the Audit and Risk Committee. Sky maintains a

risk register and the Audit and Risk Committee, in conjunction

with management, regularly report to the Board on the

effectiveness of the management of Sky’s business risks and

whether the risk management framework and systems of

internal compliance and control are operating efficiently and

effectively in all material respects.

Sky has a Controlling and Managing Risk Policy which provides

an overview of its risk management process. The policy

outlines Sky’s strategic risk management objectives and

guidelines and provides a framework to identify, manage and

report on risks, both financial and non-financial. The Audit

and Risk Committee reviews the Controlling and Managing

Risk Policy annually. The Audit and Risk Committee reviewed

Sky’s risk management framework during the reporting period

to 30 June 2021 and is satisfied that Sky has in place a robust

risk management process.

In keeping with its focus on managing both near and

long-term risk, the committee is overseeing an extensive

management review of the risk management framework

across the business to identify and implement any potential

improvements and ensure it remains appropriate for Sky’s

current and future business and operating environment.

Sky’s internal audit function is contracted out to an

independent third party. An annual internal audit plan is

presented and approved by the Audit and Risk Committee

and the Audit and Risk Committee receives internal audit

reports during the year and monitors completion of action

items that arise.

Material exposure to economic,

environmental and social

sustainability risks

Sky identifies and assesses material exposure to economic,

environmental and social sustainability risks on an annual

basis. A summary of Sky’s risk management framework,

the key economic, environmental and social sustainability

risks it faces, and how Sky intends to manage those risks

is included in the Controlling and Managing Risk Policy on

Sky’s website (at https://www.sky.co.nz/investor-centre/

corporate-governance).

Principal risks that could affect results and performance

include:

• Regulatory environment;

• Competition;

• Programming rights;

• Content protection;

• Business disruption;

• Investment strategy – Adoption of new technology;

• Financial risks;

• Reputational risks and brand perception;

• Business transformation; and

• Customer value proposition.

105
Sky / 2021 Annual Report

Interests Register

Disclosures of Interest – General Notices

Directors have given general notices disclosing interests in various entities pursuant to section 140(2) of the Companies Act 1993.

Those notices which remain current as at 30 June 2021 are as follows:

Director EntityRelationship

Philip BowmanBetter Capital PCC LimitedDirector

Kathmandu Holdings Limited (Listed)Director

Tegel Group Holdings LimitedChair

Ferrovial SA (Listed)Director

Majid al Futtaim Holding LLCDirector

Majid al Futtaim Properties LLCChair

Majid al Futtaim Capital LLCDirector

Atropos SCIPrésident Directeur Générale

Tom Tom Holdings, Inc.Director

Vinula Pty. LimitedDirector

Vinula Super Fund Pty. LimitedDirector

Michael DarceyM247

2

Chair

Arqiva Group LimitedDirector

British GymnasticsChair

Premier League Basketball UK

1

Shareholder

Derek Handley

(resigned)

Aera LimitedDirector

Aera FoundationTrustee

Aera VC Management LimitedDirector

Geraldine McBrideMy Wave Holdings LimitedDirector, CEO

My Wave LimitedDirector

Fisher & Paykel Healthcare Corporation LimitedDirector

National Australia Bank Limited

2

Director

Susan Paterson

ONZM

(retired)

Reserve Bank of New ZealandDirector

Theta Systems LimitedChair, Director

Les Mills Holdings LimitedDirector

Goodman (NZ) Limited and associated companiesDirector

Arvida Group LimitedDirector

Steel and Tube Holdings LimitedChair, Director

The Electricity AuthorityBoard Member

EROAD Limited Director

Keith SmithAnderson & O’Leary Limited and associated companiesChair

Enterprise Group Holdings Limited and associated companiesChair

Goodman (NZ) Limited and associated companiesChair

H J Asmuss & Co Limited and associated companiesChair

Healthcare Holdings Limited and associated companiesChair

Mercury NZ LimitedDirector

Mobile Surgical Services LimitedChair

The Warehouse Group Limited and associated companies

2

Director

Tree Scape LimitedDirector

Gwendoline Holdings Limited (non-trading)Director

Joan WithersThe Warehouse Group Limited and associated companiesChair

ANZ Bank New Zealand LimitedDirector

Louise Perkins FoundationTrustee

Origin Energy Limited

1

Director

(1) Entries added during the period from 1 July 2020 to 30 June 2021.

(2) Entries removed by notices given by the directors during the year ended 30 June 2021.

106
Disclosures of Interest

– Particular Transactions/Use of Company Information

During the year to 30 June 2021, in relation to Sky:

• no specific disclosures were made in the Interests Register

under section 140(1) of the Companies Act 1993; and

• no entries were made in the Interests Register as to the

use of company information under section 145(3) of the

Companies Act 1993.

Disclosures of Relevant Interests in Securities

During the year to 30 June 2021, the following disclosures

were made in the Interests Register in relation to Sky’s

directors and senior managers acquiring a relevant interest

in Sky’s shares under section 148 of the Companies Act 1993

and under the Financial Markets Conduct Act 2013:

• Martin Stewart (former director and CEO) made three

disclosures during the 2021 financial year:

• on 11 September 2020 regarding the acquisition of

250,000 ordinary shares in Sky;

• on 19 November 2020 regarding the acquisition of

150,000 ordinary shares in Sky; and

• on 8 March 2021 regarding the vesting of 600,000

ordinary shares in Sky as the balance of the shares under

the contractual entitlement to receive a total of 800,000

ordinary shares (with the balance vesting if Mr Stewart

is no longer Chief Executive).

• Keith Smith (director) made one disclosure on 1 October

2020 regarding his indirect interest in the acquisition of

40,000 ordinary shares in Sky by Lily Wong.

• Philip Bowman (director and Chair) made two disclosures

during the 2021 financial year:

• on 24 September 2020 regarding the acquisition of

250,000 ordinary shares in Sky; and

• on 8 March 2021 regarding the acquisition of 250,000

ordinary shares in Sky.

• Derek Handley (former director) made one disclosure on

14 May 2021 regarding the acquisition of 1,125,023 ordinary

shares in Sky.

• Susan Paterson (former director) made one disclosure on

16 September 2020 regarding a beneficial interest in the

acquisition of 125,000 ordinary shares by herself and Richard

Taylor jointly as trustees of the SM Taylor Family Trust.

Insurance and Indemnities

Sky has in place directors’ and officers’ liability insurance to

cover risks normally covered by such policies arising out of acts

or omissions of Sky directors or employees in that capacity.

In addition, Sky has in place additional insurance in respect of

directors’ liability that may arise as a result of the capital raise

which was announced to the market on 21 May 2020.

Sky has entered into a deed of indemnity pursuant to which

it has agreed to indemnify directors, senior management and

officers of Sky against liability incurred from acts or omissions

of such directors, senior management or officers, subject to

certain exceptions which are normal in such indemnities.

Sky Subsidiaries’

Interests Registers

The directors of Sky’s subsidiaries have given notices disclosing

interests in various entities pursuant to section 140 of the

Companies Act 1993. Those notices included in the interests

register during the financial year ended 30 June 2021 are set

out below:*

• Screen Enterprises Limited: Martin Stewart gave a general

notice disclosing interests arising from being an employee

of Sky.

• Sky DMX Music Limited: Martin Stewart and Chaz Savage

each gave a general disclosure notice disclosing interests

arising from being senior employees of Sky and, in Martin

Stewart’s case, a shareholder of Sky.

• Believe It Or Not Limited: Chaz Savage gave a notice

disclosing interests arising from being an employee of

Sky. Brendan Lochead gave a general notice disclosing his

interest arising from being a shareholder of Believe It Or Not

Limited and a director and shareholder of Mad If You Don’t

Limited. Annabelle Lochead gave a general notice disclosing

her interest arising from being the wife of Brendan Lochead

(who is a shareholder of Believe It Or Not Limited) and a

director and shareholder of Mad If You Don’t Limited.

• Lightbox New Zealand Limited: Martin Stewart gave a

general notice disclosing interests arising from being an

employee of Sky.

• Sky Investment Holdings Limited: Martin Stewart,

Sophie Moloney and Blair Woodbury each gave a general

disclosure notice disclosing interests arising from being

senior employees and shareholders of Sky.

*Martin Stewart retired as a director of Sky, Lightbox New Zealand

Limited, Media Finance Limited, Non Trading PS Limited, Screen

Enterprises Limited, Sky DMX Music Limited, Sky Investment Holdings

Limited, Sky Network Services Limited and Sky Ventures Limited on

7 December 2020. Chaz Savage retired as a director of Believe it Or

Not Limited on 19 April 2021 and retired as a director of Sky DMX

Music Limited on 11 May 2021. David Hoodis retired as a director of

Sky DMX Music Limited on 6 January 2021. Blair Woodbury retired as

a director of Sky Investment Holdings Limited on 18 September 2020.

107
Sky / 2021 Annual Report

Company Information

Directors Holding and Ceasing Office

• Philip Bowman (Chair)

• Martin Stewart (resigned 7 December 2020)

• Michael Darcey

• Derek Handley (resigned 15 January 2021)

• Geraldine McBride

• Susan Paterson, ONZM (retired 13 October 2020)

• Joan Withers

• Keith Smith

Statement of Directors’ Interests

For the purposes of NZX Listing Rule 3.7.1(d), the following table sets out the quoted financial products in which each director had

a relevant interest as at 30 June 2021:

Relevant interestsShares

Philip Bowman

1,000,000

Michael Darcey

1,500,000

Geraldine McBride

88,151

Keith Smith

1

255,118

Joan Withers

Nil

(1) 75,068 shares jointly held by Keith and his brother Robert Smith as trustees of the Gwendoline Trust (in which Keith Smith has no beneficial interest);

80,050 shares held by Gwendoline Holdings Limited (Keith Smith is a discretionary beneficiary of a trust which owns Gwendoline Holdings Limited);

and 100,000 shares held by Keith Smith’s partner Lily Wong.

108
Subsidiaries

At 30 June 2021, Sky had the following subsidiary companies:

SubsidiaryDirector(s)Business during FY21

Believe It Or Not LimitedAnabelle LocheadQuizzes for the hotel

entertainment industry.

Brendan Lochead

Christopher Shaw

Chaz Savage (retired 19 April 2021)

Jonathon Errington (appointed 19 April 2021)

Lightbox New Zealand LimitedSophie Moloney (appointed 7 December 2020)Streaming services within

New Zealand.

Martin Stewart (retired 7 December 2020)

Media Finance LimitedSophie Moloney (appointed 7 December 2020)Did not trade.

Martin Stewart (retired 7 December 2020)

Non-Trading PS Limited (previously

Outside Broadcasting Limited)

Sophie Moloney (appointed 7 December 2020)Mobile on-site broadcasting

facilities and services

(up until 31 March 2021).

Martin Stewart (retired 7 December 2020)

Screen Enterprises Limited Sophie Moloney (appointed 7 December 2020)Did not trade.

Martin Stewart (retired 7 December 2020)

Sky DMX Music LimitedSteven HughesOperated the Sky DMX music

business.

David Hoodis (resigned 6 January 2021)

Chaz Savage (resigned 11 May 2021)

Martin Stewart (resigned 7 December 2020)

Sophie Moloney (appointed 7 December 2020)

Malcolm McRoberts (appointed 9 March 2021)

Jonathon Errington (appointed 11 June 2021)

Sky Investment Holdings LimitedMartin Stewart (resigned 7 December 2020)Investment in the form of

acquisition of RugbyPass Limited

(Ireland) and RugbyPass Asia Pte

Limited (Singapore).

Sophie Moloney

Blair Woodbury (resigned 18 September 2020)

Sky Network Services Limited

(previously Igloo Limited)

Sophie Moloney (appointed 7 December 2020)Did not trade.

Martin Stewart (resigned 7 December 2020)

Sky Ventures Limited

Sophie Moloney (appointed 7 December 2020)Did not trade.

Martin Stewart (retired 7 December 2020)

RugbyPass Asia Pte Limited

(Singapore)

Tang Edmund Koon KayManagement service.

Timothy Martin (retired 27 July 2020)

RugbyPass Limited (Ireland)Timothy Martin (retired 21 August 2020) International streaming service.

Content generation, subscription

and marketing.

Neil Martin

Martin Stewart (appointed 21 August 2020; resigned

7 December 2020)

Sophie Moloney (appointed 7 December 2020)

Hazel Dodd (appointed 4 June 2021)

RugbyPass UK Limited (UK)

(incorporated 26 January 2021)

Neil Martin (appointed 26 January 2021)Did not trade.

Sophie Moloney (appointed 26 January 2021)

Sports Analytics Ltd (South Africa)

(acquired 1 January 2021)

Neil Martin (appointed 1 January 2021)Sports data collection and

analysis.

Kevin Bouwer (appointed 3 October 2019)

The remuneration of Sky’s employees acting as directors of subsidiary companies is disclosed in the relevant banding for

employee remuneration or, in the case of Martin Stewart prior to his retirement, and Sophie Moloney following her appointment,

their remuneration is disclosed under the heading of “Chief Executive Remuneration”.

No director of any subsidiary company received directors’ fees or extra benefits by virtue of the fact that they are acting as

directors of subsidiary companies.

109
Sky / 2021 Annual Report

Remuneration of Directors

The total remuneration and value of other benefits received by directors of Sky during the year 1 July 2020 to 30 June 2021

was as follows:

NameBoard Fees

Audit and

Risk Committee

People and

Performance

Committee

Total

Remuneration

Martin Stewart

1

----

Derek Handley (resigned 15 January 2021)

54,167 6,5002,70863,375

Geraldine McBride

100,000 - - 100,000

Susan Paterson (retired 13 October 2020)

29,1673,500 3,50036,167

Mike Darcey

100,000- - 100,000

Philip Bowman

200,000-- 200,000

Joan Withers

100,00012,0005,000117,000

Keith Smith

100,000 20,000 - 120,000

Totals

683,334 42,00011,208736,542

(1) Martin Stewart did not receive any remuneration for the performance of his duties as a director during the year to 30 June 2021.

His remuneration for the performance of his duties as CEO is set out below.

The directors’ fee pool has been set at a maximum amount of $950,000 per annum since October 2015. The current fees

paid to Sky directors are set out in the table above. Directors do not receive any performance or equity-based remuneration

or superannuation or retirement benefits (for their role as directors). This reflects the role of the directors which is to provide

oversight and guide strategy, whereas the role of management is to operate the business and execute Sky’s strategy.

Chief Executive Remuneration

The CEO remuneration is a mix of base salary, short-term incentive (STI) and share entitlements, and is benchmarked against the

market annually.

Martin Stewart was CEO of Sky for 5 months of the FY21 period (from 1 July 2020 to 1 December 2020). Sophie Moloney was

appointed to replace Martin from 1 December 2020.

The CEO’s remuneration for the years ending 30 June 2021 and 30 June 2020, for both Martin and Sophie, is illustrated in the two

separate tables below:

Martin Stewart from 1 July 2020 to 1 December 2020:

20212020

Base salary

625,0001,500,000

Termination benefits

1,453,000-

STI

340,000-

Ordinary Shares

1,158,000-

Total remuneration

3,576,0001,500,000

On 1 December 2020 Martin Stewart left the position of CEO by mutual agreement and Sophie Moloney was appointed the new

CEO on this date.

During the year termination benefits associated with the former CEO of $1,453,000 were paid.

On 21 February 2020, 200,000 ordinary shares vested to the former CEO as part of a contractual entitlement to receive a total of

800,000 ordinary shares in instalments of 200,000 on each of the first four anniversaries of commencement of employment.

As a result of the CEO’s decision to leave by mutual agreement the 600,000 ordinary shares were vested on 1 March 2021 and have

been recognised at balance date. This equity-settled share scheme is accounted for and measured based on the fair value at grant

date (1 February 2019) of $1.93 per share ($1,158,000).

110
Sophie Moloney from 1 December 2020 to 31 June 2021:

2021

Base salary

1

544,000

STI

236,000

Total remuneration

780,000

(1) Sophie Moloney’s base salary is $932,500 per annum.

The CEO is entitled to participate in an STI scheme based on 40% of the CEO’s base salary (in FY21). The STI framework and

specific metrics are considered by the People and Performance Committee and recommended to the Board for approval on an

annual basis. The Board is extremely cognisant of the requirement to ensure that any STI is aligned to shareholder interests.

Shareholders

Substantial Product Holders

According to notices given to Sky under the Financial Markets Conduct Act 2013 and the ASX Listing Rules the following persons

were substantial product holders in Sky as at 16 July 2021:

Substantial Product Holder Name

Date of Substantial

Product Holder Notice

Number of Shares in

Substantial Product

Holding at year end and

at 16 July 2021

1

% held at

year end and at

16 July 2021

1

Jupiter Asset Management Limited

and its related bodies corporate

15 September 2020

158,022,4149.04

Accident Compensation Corporation21 September 2020

145,942,3828.357

UBS Group AG and its related bodies corporate18 June 2020

93,369,8595.35

Black Crane Asia Pacific Opportunities Fund18 June 2020

89,496,7855.12

FMR LLC 21 June 2021

89,676,8815.134

(1) Based on disclosures to the company

At Sky’s 30 June 2021 year end and at 16 July 2021 the total number of ordinary shares on issue was 1,746,879,558.

Twenty Largest Shareholders as at 16 July 2021

Name

Number

of Shares

% of Issued

Capital

HSBC Nominees (New Zealand) Limited

208,689,38311.95

Accident Compensation Corporation

157,938,0989.04

JPMorgan Chase Bank NA NZ Branch-Segregated Clients ACCT

122,655,3157.02

New Zealand Depository Nominee Limited

111,916,7696.41

HSBC Nominees (New Zealand) Limited A/C State Street

104,483,5995.98

BNP Paribas Nominees (NZ) Limited

91,101,1695.22

Citibank Nominees (New Zealand) Limited

81,941,6844.69

BNP Paribas Nominees (NZ) Limited

62,716,3613.59

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited

42,195,6672.42

BNP Paribas Nominees (NZ) Limited

36,422,3452.08

RugbyPass Investors LLC

25,085,4081.44

BNP Paribas Nominees (NZ) Limited

24,884,5251.42

New Zealand Rugby Union Incorporated

21,801,3251.25

TEA Custodians Limited Client Property Trust Account

11,466,4380.66

Hobson Wealth Custodian Limited

11,226,1300.64

Masfen Securities Limited

11,100,0000.64

HSBC Custody Nominees (Australia) Limited

10,065,1740.58

ANZ Wholesale Australasian Share Fund

9,627,5850.55

Forsyth Barr Custodians Limited

8

,006,0000.46

Evolution Cycles Limited

7,945,8310.45


1,161,268,80666.48

111
Sky / 2021 Annual Report

Distribution of Ordinary Shares and Shareholdings as at 16 July 2021

Range

No. of

Shareholders

Number of

Shares held% of Issued Capital

1 - 1,0001,9171,066,5620.06

1,001 - 5,0002,7277,843,2530.45

5,001 - 10,0001,45111,280,2290.65

10,001 - 100,0003,423130,223,5187.45

100,001 and over1,0171,596,465,99691.39

To t a l

10,5351,746,879,558100.0

Non-Marketable Parcels of Shares

As at 16 July 2021, 3,624 shareholders in Sky had non-marketable parcels of shares for the purposes of ASX Listing Rule 4.10.8.

Other Information

For the purposes of ASX Listing Rule 4.10.14 and 4.10.18, as at 16 July 2021:

• Sky had a total of 46,886,733 ordinary shares deemed securities subject to voluntary escrow on issue, as disclosed to the market

in Substantial Product Holder notices dated 19 August 2019 and 1 November 2019; and

• there was no on-market buy back.

Number of Holders of Equity Securities

The only class of equity securities on issue in Sky is ordinary shares. As at 16 July 2021 there were 10,535 holders of a total of

1,746,879,558 ordinary shares in Sky.

Voting Rights Attached to Shares

The only class of equity securities on issue in Sky which carries voting rights is fully paid ordinary shares. On a poll, each ordinary

share entitles the holder to one vote.

Unquoted Equity Securities

As at 16 July 2021, Sky does not have any unquoted equity securities on issue.

Sky Bonds

On 31 March 2021 Sky’s $100,000,000 seven-year bonds reached maturity with full repayment from cash reserves. Sky no longer

has quoted bonds.

112
Employee Remuneration

The number of employees or former employees of Sky and its subsidiaries (excluding directors of Sky but including employees of

Sky holding office as directors of subsidiaries, other than the former Chief Executive, Martin Stewart

1

) whose remuneration and

benefits was within specified bands for the year to 30 June 2021 is as follows:

These figures include severance payments made during the financial year.

Remuneration $

No. of employees

100,000 – 110,00052

110,001 – 120,00046

120,001 – 130,00033

130,001 – 140,00040

140,001 – 150,00024

150,001 – 160,00010

160,001 – 170,0009

170,001 – 180,00010

180,001 – 190,0002

190,001 – 200,0003

200,001 – 210,0004

210,001 – 220,0003

220,001 – 230,0002

230,001 – 240,0005

240,001 – 250,0004

250,001 – 260,0002

260,001 – 270,0002

270,001 – 280,0002

280,001 – 290,0001

290,001 – 300,0001

320,001 – 330,0001

340,001 – 350,0001

350,001 – 360,0002

360,001 – 370,0001

400,001 – 410,0001

410,001 – 420,0001

470,001 – 480,0001

480,001 – 490,0001

500,001 – 510,0001

540,001 – 550,0001

640,001 – 650,0001

680,001 – 690,0001

720,001 – 730,0001

1,090,001 – 1,100,0001

(1) T he remuneration of Sky’s former Chief Executive Martin Stewart is not included in the above table as he was also a director of Sky.

His remuneration is disclosed under the heading “Chief Executive Remuneration” above.

113
Sky / 2021 Annual Report

Donations

During the year 1 July 2020 to 30 June 2021, Sky made cash donations totalling $187,000. No donations were made to political

parties. Sky’s subsidiaries did not make any donations.

Auditors

The auditors of Sky and its subsidiaries were PricewaterhouseCoopers. The amount paid to PricewaterhouseCoopers by Sky in the

year to 30 June 2021 for statutory audit services and for other assurance services was:

Statutory audit services ($000)Other assurance services ($000)

Sky

58918

Sky’s subsidiaries did not pay PricewaterhouseCoopers any fees.

114
Waivers and Information

Current and Ongoing Waivers

and Confirmations

The following is a summary of all waivers which were relied

upon by Sky in the year to 30 June 2021. These were:

1. A class waiver from NZX Listing Rule 3.5.1 granted by

NZX on 3 April 2020 and the class waiver from certain

rules in Chapter 4 of the ASX Listing Rules granted by

ASX on 7 May 2020 to permit Sky to release its annual

results for the year ended 30 June 2020 after the period

usually required under the Rules.

2. A waiver from ASX Listing Rule 6.10.3 to the extent

necessary to permit Sky to set the “specified time”

to determine whether a security holder is entitled to

vote at a shareholders’ meeting in accordance with the

requirements of relevant New Zealand legislation.

3. A waiver from ASX Listing Rule 15.7 to permit Sky to

provide announcements simultaneously to both ASX

and NZX.

4. A waiver from ASX Listing Rule 14.3 to the extent

necessary to allow Sky to receive director nominations

between the date three months and the date two

months before the annual meeting.

5. Confirmation that the rights attaching to Sky shares set

out in Sky’s constitution are appropriate and equitable for

the purpose of ASX Listing Rule 6.1 and comply with ASX

Listing Rule 2.1.

6. Confirmation that ASX will accept financial accounts

prepared in accordance with New Zealand GAAP and

New Zealand Auditing Standards, and denominated in

New Zealand dollars.

7. Confirmation that Sky can provide to ASX substantial

holder information provided to it under the New Zealand

Securities Markets Act 1988 (now the Financial Market

Conduct Act 2013).

Admission to the official list of

the Australian Securities Exchange

In connection with Sky’s admission to the official list of the

ASX, the following information is provided:

1. Sk y is incorporated in New Zealand.

2. Sk y is not subject to Chapters 6, 6A, 6B and 6C of the

Australian Corporations Act 2001 dealing with the

acquisition of shares (such as substantial holdings and

takeovers).

3. Limitations on the acquisition of the securities imposed by

New Zealand law are as follows:

(a) In general, Sky securities are freely transferable and

the only significant restrictions or limitations in relation

to the acquisition of securities are those imposed by

New Zealand laws relating to takeovers, overseas

investment and competition.

(b) T he New Zealand Takeovers Code creates a general rule

under which the acquisition of more than 20% of the

v oting rights in Sky or the increase of an existing holding

o f 20% or more of the voting rights in Sky can only occur

in certain permitted ways. These include a full takeover

o ffer in accordance with the Takeovers Code, a partial

t akeover offer in accordance with the Takeovers Code,

an acquisition approved by an ordinary resolution,

an allotment approved by an ordinary resolution,

a creeping acquisition (in certain circumstances) or

c ompulsory acquisition if a shareholder holds 90% or

more of Sky shares.

(c) T he New Zealand Overseas Investment Act 2005 (and

associated regulations) regulates certain investments in

New Zealand by overseas persons. In general terms,

c onsent is likely to be required where an ‘overseas

person’ acquires shares or an interest in shares in Sky

that amount to more than 25% of the shares issued by

Sk y or, if the overseas person already holds more than

25%, the acquisition increases that holding.

(d) T he New Zealand Commerce Act 1986 is likely to

pr event a person from acquiring Sky shares if the

ac quisition would have, or would be likely to have,

the effect of substantially lessening competition

in a market.

115
Sky / 2021 Annual Report

Share Market and Other Information

Enquiries

Sky is continually striving to improve its electronic

communications with investors and stakeholders and reduce

its environmental impact by encouraging investors to receive

communications electronically via Sky’s share registry,

Computershare Investor Services Limited. Sky investors can

elect to receive communications from Sky electronically by

visiting www.investorcentre.com/nz.

New Zealand

Sky’s ordinary shares are quoted on the NZX Main Board

and trade under the code SKT. Sky’s International Security

Identification Number issued for the Company by the NZX

is NZSKTE0001S6.

NZX Limited

Level 1, NZX Centre

11 Cable Street

Wellington 6011, New Zealand

Mailing address:

PO Box 2959

Wellington 6140, New Zealand

Tel: +64 4 472 7599

Website: nzx.com

Australia

Sky’s ordinary shares are also quoted on the ASX and trade

under the code SKT.

ASX Limited

Exchange Centre

20 Bridge Street, Sydney

NSW 2000, Australia

Mailing address

PO Box H224

Australia Square, Sydney

NSW 1215, Australia

Tel: +61 2 9338 0000 Fax: +61 2 9227 0885

Annual Meeting

The next Annual Shareholders’ Meeting of Sky Network

Television Limited will be held on Thursday 28 October 2021,

commencing at 10.00am (NZDT). Sky will provide further

details in due course through its Notice of Annual Meeting

of Shareholders.

116
Directory

Registrars

Shareholders should address questions relating to share

certificates, notify changes of address or address any

administrative questions to Sky’s share registrar as follows:

New Zealand Ordinary Share Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna, Auckland 0622

New Zealand

Mailing address:

Private Bag 92119

Auckland Mail Centre

Auckland 1142, New Zealand

Tel: +64 9 488 8700 Fax: +64 9 488 8787

Email: enquiry@computershare.co.nz

Australian Branch Register

Computershare Investor Services Pty Limited

Yarra Falls, 452 Johnston Street

Abbotsford, VIC 3067

GPO Box 2975

Melbourne VIC 3000, Australia

Freephone: 1800 501 366 (within Australia)

Tel +61 3 9415 5000 (outside Australia)

Fax +61 3 9473 2500

Email: enquiry@computershare.co.nz

Directors

Philip Bowman (Chair)

Derek Handley (resigned 15 January 2021)

Geraldine McBride

Joan Withers

Keith Smith

Martin Stewart (resigned 7 December 2020)

Michael Darcey

Susan Paterson, ONZM (retired 13 October 2020)


Officers

Sophie Moloney Chief Executive

Andrew Hirst Interim Chief Financial Officer

Jonny Errington Chief Commercial Officer

Michael Frampton Chief People and Operations Officer

James Bishop Company Secretary

New Zealand Registered Office

10 Panorama Road, Mt Wellington,

Auckland 1060, New Zealand

Tel: +64 9 579 9999 Fax: +64 9 579 8324

Website: sky.co.nz

Australian Registered Office

c/- Allens Operations Pty Limited

Level 4, Deutsche Bank Place,

126 Philip Street,

Sydney, NSW 2000, Australia

Tel: +61 2 9230 4000 Fax: +61 2 9230 5333

Auditors to Sky

PricewaterhouseCoopers

Level 27, PwC Tower

15 Customs Street West

Auckland 1010

Tel: +64 9 355 8000 Fax: +64 9 355 8001

Solicitors to Sky

Buddle Findlay

HSBC Tower

188 Quay Street

Auckland 1010, New Zealand

Tel: +64 9 358 2555 Fax: +64 9 358 2055

Chapman Tripp

Level 34, PwC Tower

15 Customs Street West, Auckland 1010

Tel: +64 9 357 9000 Fax: +64 9 357 9099

---

1
For the year ended

2
For the year ended





3
For the year ended

4
For the year ended




1

On a like for like basis, excluding Lightbox wholesale at FY20.

6
For the year ended





















1

Excludes bundled Lightbox wholesale customers at 30 June 2020.

7
For the year ended

8
•Total customer relationships reduced by 3% year on year with underlying

relationships (excluding Lightbox wholesale at FY20) increasing by 16% over

the same period

•Continuing to progress towards stabilising the Sky Box customer base, which

declined 3.8% in FY21 compared to 5.4% in the prior year. Migration of

reseller customers completed, successfully converting close to 90%

•57% YoY increase in streaming customer relationships on a like for like basis

•39% growth in Neon customers since the launch of the merged Neon and

Lightbox service. At acquisition

3

there were approximately 130k Spark

customers using Lightbox and recognised by the wholesale arrangement with

Spark. By June 2020 this was 154k. At the July 2020 merge we converted

over 1/3rd of bundled Lightbox customers to paying Neon customers

•Commercial customer relationships consolidated to remove ~700 zero-

revenue support accounts

1

Other subs in FY17 refers to Fatso business, no longer in operation.

2

Streaming customer groups comprise Neon, Lightbox, Sky

Sport Now, RugbyPass and retransmission customers (excludes free trials).

3

Lightbox acquisition completed 31 Jan 2020.

For the year ended

9
•Net growth in direct customers in H1 with 12.8k net loss in H2 partly

reflecting seasonal patterns early in H2

•Customer activations returned to growth with an improvement of 15%

achieved in FY21

•29% of activations were due to customers returning to Sky

•Disconnections lower in H2 at 34k vs H1 at 36k, largely due to

improvements in churn following reseller migration and maintaining focus on

customer retention strategies

•Migration of 34k totalreseller customers to a direct relationship with Sky

largely completed in H1 FY21, noting 11k reseller churn prior to migration.

Post migration the annualised churn rate for these customers has improved

to 9.9%

For the year ended

10
•Total annualized churn of 12.2% compares to 12.6% in prior year and

15.3% at FY18 (a 20% improvement over 3 years)

•Significant improvement in the important 0-1 year tenure segment where

customers are most at risk of churning with 31% YoY improvement

•Customers under contract increased YoY to 10.6% from 7.3%, with

average contract terms increasing to 14.5 months from 14.1 months

•Strong core of loyal Sky Box customers remains. 74% have been with

Sky for over 5 years and with lower average churn rate of 7%

1

Note: FY21 half and full year numbers include former Reseller customers migrated to a direct relationship with Sky, based

on the original date of subscribing for Sky’s service.

For the year ended

•Consumer research
1

provides strong support for the new Sky Box development:

85% of existing customers found the new Box appealing, while 77% of non-

customers open to Sky

2

found the concept appealing

•What’s been achieved so far:

—In-depth consumer research informing all key aspects of the design (product

features and user interface)

—Development roadmap builds on work already completed through Sky’s digital

platform and Sky Go developments features

—Clear product criteria established for launch proposition

—Technical specifications finalised

—Development on track for delivery and within existing capex envelope

•Next steps:

—Customer research informing the go to market approach with customer proposition

(pricing, go to market strategy) being finalised

—Finalising hardware design for box and remote

—Continued sprint planning and delivery across all workstreams

and vendors

1

Yabble / Sky 2020.

2

LEK Market Sizing & Audience Segmentation, Feb 2020 identified 600,000 households not

currently subscribed to Sky are open to taking a Sky subscription.

For the year ended

11

12
•Early marketing initiatives creating strong awareness, particularly within the

Sky Box customer base (unprompted 18% / prompted 36%)

•Recognising Broadband is not an immediate purchase decision, early

response to targeted campaigns is validating pre-launch research

2

suggesting 65% of customers are open to switching to Sky Broadband

•20% of sales achieved through online acquisition channel with a further 33%

joining via other non-commissioned channels, minimising acquisition costs

•Customers responding positively to Sky Broadband’s speed, coverage and

price

•Partnership with Disney providing further differentiation and the value add of

a 12-month Disney+ subscription

1

Includes add-ons such as land line, calling plans and boosters.

2

Source: Sky Broadband –Customer Insights

June 2020.

For the year ended

13
•Continued strong growth in streaming customers of 57% YoY on a like for like

basis, well above 4-year CAGR of 37%. Neon customer growth of 39% since

the launch of the merged platform in July

•Strong improvement in content engagement for Neon (+28%)and SSN

(+15%),a lead indicator for retention

•Average tenure for Sky Sport Now decreased to 11.0 months due to

significant customer growth in FY21. Average Neon tenure remained above

12 months, despite continuing subscriber growth

•Subscriber numbers continue to increase each week to year end, following

Neon pricing increase of 14.6% in May

3

•Streaming products continue to unlock new customer pools:

—96% of new Sky Sport Now customers in the period didn’t have a Sky Box

subscription in the previous 90 days

—Over 8,100 customers who lapsed from Sky Box more than 1 year earlier

rejoined as Sky Sport Now customersin FY21

1

Engagement is defined as customers that viewed content during a month, using a 12 month rolling average.

2

Excluding Lightbox wholesale customers at FY20.

3

Price increase to $15.99 (from $13.95) announced 16

April and implemented 17 May 2021.

For the year ended

Recovery continues; capturing opportunities from tiered pricing and service upgrades
14

•Somecustomer churn in H1, largely related to accounts already suspended

due to COVID-impact. Acquisitions weighted to the second half and

achieved despite the absence of international tourism support for licensed

premises and accommodation providers

•100% of licenced premises moved to value-based, tiered pricing by

February 2021, resulting in an overall lift in ARPU (somewhat masked by

COVID-19) with no discernible impact on churn

•Value-based pricing is unlocking new opportunities in lower tier market

segments such as sports clubs (+12% during FY21)

•Successful upgrade promotion to accommodation providers has increased

the number of rooms offering Sky’s digital service (from analogue), with 73%

of rooms now digital (+8%), giving richer guest experience, higher

subscription rate and reduced churn

•Commercial customer relationships have been consolidated to remove ~700

zero-revenue support accounts (such as secondary accounts within the

same physical venue)

For the year ended

15
•Clear positioning as an aggregator with high value content plus strong

market penetration -key reasons Sky is considered a trusted partner for

content providers and a ‘one stop shop’ for customers

•Attractive partner, enabling content providers to access a significant 955k+

customer base through satellite (residential and commercial), streaming as

well as free-to-air

•Significant new and renewed multi-year deals signed in FY21 for key

content that our customers enjoy, including: Discovery, ESPN, NRL, NZRL,

ICC World Test Championship, ViacomCBS, NBCUniversal, Foxtel

•Content discussions remain disciplined and continue to focus on

appropriately valuing content and rationalising where that makes sense,

based on our rich data and insights (including from 26,000 Sky Nation

customer panel and 35% connected boxes)

For the year ended

© 2021 CBS Studios Inc. All Rights Reserved

For the year ended
16

For the year ended

•New leadership structure established in April, underpinning refreshed

operating model that places Sky’s customers front and centre and

empowers Sky’s capable team of senior leaders

-Enabling and empowering teams that are aligned to customer priorities

and value

-Introducing ways of working built on rapid cycle test-and-learn

-Driving a flatter, faster, fitter organisation

•Sky Values developed through collaborative workshop process, led by Sky

Culture Champions and endorsed by the Board. ‘Values in Action’

workshops bringing values to life within the business

•‘Life at Sky’ staff quarterly survey introduced in Q2 of FY21 to track progress

in key areas with encouraging early signs of improved engagement

17
For the year ended

For the year ended
18

•Results were at the top-end (revenue) or slightly above (EBITDA

and NPAT) guidance

•Further slow-down of Revenue decline: 4.7% in FY21 vs 6.1% in

FY20

•Other Income of $13.5m includes a $5.8m gain on sale of OSB

and $5.0m of non-cash accounting adjustments relating to

RugbyPass

•Underlying Operating Expenses reduced by $27.1m (5%),

reflecting permanent savings in the underlying cost base, equitable

reductions in content rights and lower production costs due to

COVID-19

•FY21 one-off costs of $10.3m related to $7.5m of content

impairment and $2.8m for the mutually agreed exit of the former

CEO. FY20 one-off costs of $28m included $15m of

redundancies, $3m of content impairment, $3m satellite

reservation fee and $7m of consultancy & compliance costs

$m

FY21FY20

vs

Adjusted

%

Adjusted

AdjustedReportedAdjustedReported

Revenue711.2711.2746.6746.6(35.5)(5%)

Other Income2.713.51.01.01.7170%

Operating Expenses528.0538.3555.2583.427.15%

EBITDA185.9186.4192.4164.2(6.5)(3%)

Depreciation & Amortisation108.0108.0119.3119.311.39%

Impairment of Goodwill---177.5--

EBIT77.978.473.1(132.6)4.87%

Interest and FX10.510.513.713.73.223%

Profit/(Loss) before tax67.467.959.4(146.3)8.012%

Tax20.320.418.410.5(1.9)(9%)

Net Profit/(Loss) after tax47.147.541.0(156.8)6.115%

19
•Revenue

1

decline of 4.7%, but after removing the direct impact

of COVID-19 and other one-off and structural impacts, the

decline was 2.4% vs 6.1% in prior year

•Majority of direct COVID-19 impact on Advertising and

Commercial revenues in H1 netted off against recovery in H2

vs COVID-affected H2 FY20. Advertising largely returned to

normal, and Commercial still ramping back up at the end of the

year

•24% increase in Streaming revenue through strong growth on

Neon and Sky Sport Now

1

Revenue does not include Other Income which was $1.0m in FY20 and $13.5m in FY21.

2

Sky Box revenue includes

direct and Vodafone reseller subscriptions.

3

Streaming revenue includes Neon, Lightbox, Sky Sport Now, RugbyPass

and retransmission revenues

For the year ended

For the year ended
20

•Sky Box revenue decline of 9% compared to 8% in prior year, reflecting

customer loss in FY20 (which has since stabilised in FY21), reseller

customer churn prior to November migration, and lower ARPU in the period

•FY21 ARPU $3.7 lower than FY20, with approx. half this due (~$1.75) due

to the impact of structural and one-off items, including:

—Migrated reseller revenue previously being recorded gross, with

wholesale commissions recognised in operating expenses

—‘First month free’ offered for reseller migration customers

—Full period effect of package downgrades following COVID-19 impacts

on content availability

—Fewer Pay-Per-View sports events due to COVID-19

•There has been no price increase since April 2019

1

FY18 Sky Box revenue is adjusted for the adoption of NZ IFRS 15.

2

Sky Box subscription ARPU is the monthly average

revenue for residential customers including Vodafone, reseller customers, calculated as the average for the year. Excludes GST..

For the year ended
21

•Streaming revenue increased 24%, compared to 35% in the prior period and

compound average growth of 34% since FY18

•Significant growth in Neon customers following Lightbox acquisition on 31

January2020 and further growth followingthe merger of Lightbox and Neon

in July 2020

•This NEON growth did lower average streaming ARPU by $3 vs FY20 due

to the lower price points on NEON compared to other Streaming products

1

Streaming subscription ARPU is the blended rate across Neon, Lightbox, Sky Sport Now, RugbyPass and

Retransmission, calculated as the average for the year. Excludes GST.

For the year ended
22

•Commercial revenue was significantly impacted by border and gathering

restrictions, with H1 FY21 revenue down $7.5m (27%) compared to H1

FY20

•There has been significant recovery, with the lifting of accommodation

discounts in H2 back towards pre COVID-19levels, although there are still

impacts of international travel on the accommodation sector

•Return to normal billing for licensed premise customers in August 2020, and

value-based tier pricing fully rolled out to customers by February 2021

•We are still working through the range of options we have to offer our

Commercial customers with respect to the current lockdown

-
For the year ended

23

•Advertising revenue down $0.3m (1%) compared to FY20, with significant

disruption in H1 (and H2 FY20), but a recovery in H2 vs a COVID-impacted

H2 FY20.

•Television spend for the NZ market

1

was up ~5.6% YoY. Sky’s overall

market share was maintained at 8.8%, even with the removal of Discovery

representation with the new deal commencing in February 2021

1

Source: Quarterly Performance Comparison Report from PWC

For the year ended
24

•Operating expenses (excl. Depreciation & Amortisation) decreased by $45m

(8%) on FY20; decrease was $27m (5%) after excluding one-offs in each year

•Reduction of $13m in Programming costs reflects:

—COVID-19 related equitable reductions for content rights and lower production

costs due to cancelled and postponed sporting events, and reduced entertainment

content pipeline

—savings from not renewing domesticcricket rights

—permanent reduction in RugbyPass costs

—offset by a significant step-up in the second half of FY21 (mainly the new rugby

deal) and events postponed to H2 FY21 or with cancelled comparatives in H2 FY20

•Subscriber related, Broadcast & Infrastructure and Other reductions of $14m

(excluding one-offs) primarily relate to headcount savings from FY20

restructuring activities and other cost efficiency programmes

•One-off costs in FY21 related the mutually agreed exit of the former CEO

($2.8m) and impairment of entertainment content ($7.5m). FY20 one-offs

included redundancies ($15m), a Holiday Act compliance provision ($3m),

satellite reservation fee ($3m), and consultancy costs ($3m)

•Reduction in Depreciation consistent with transition to capital-light model

1

Total expenses is made up of Operating expenses plus Depreciation & Amortisation

For the year ended
25

•COVID-19 impact on revenue of $8m was outweighed by $18m of reductions

in sports rights and production costs for cancelled or postponed events

•The impact of COVID-19 on commercial and advertising did continue from

FY20, but was offset by recovery in H2 vs COVID-impacted H2 FY20

•Adjusting for one-offs, net underlying subscription revenue decline (being

decline in Sky Box net of growth in Streaming) of $20m (3%) vs a 6% decline

in FY20

•Permanent cost savings of $37m includes full year benefit of restructuring in

FY20, non-renewal of domestic cricket and permanent savings from

RugbyPass, discontinued Sky Sport News & Sky Watch magazine, and

reduced reseller commissions with the move to direct relationship with Sky

•Content rights uplift in FY21 of $25m is a combination of new rights

agreement with SANZAAR from 1 January 2021, as well as costs for key

one-off sports events and competitions such as Euro 2020 and Lions Tour

•FY21 non-recurring Other Income of $10.8m, being gain on sale of OSB

andnon-cash accounting adjustments related to RugbyPass. Offset by

$10.3m of one-off costs relating to content impairments and the mutually

agreed exit of the former CEO

OtherPerm

Savings

FY20COVID

Costs

FY21

One-offs

COVID

Revenue

FY20 AdjContent

Rights

FY20

One-offs

Subscriber

Decline

FY21

2

For the year ended
26

•FY21 capex of $51m was 7.2% of revenue, down from 7.6% in FY20. We

continue to target capex spend within our long-term range of 7%-9% of

revenue

•Satellite installation capex increased from $12.6m to $14.8m due to higher

customer acquisition volumes in the year

•Further growth capex in FY21 included investment in the launch of Sky

Broadband, and in the new Set Top Box

•Enhancement capex was spent on upgrades to the digital platform, as well

as personalisation & customisation

•Reduction in capex spend resulting from sale of OSB to NEP.The sale

reduces future capex requirements related to technology upgrades

estimated at $50m over the next 5 years

Cash
on hand

June 2020

Cash

from

operations

InterestTaxNet cash

from

operating

activities

Asset

sales

CapexLeasingFree

cash flow

generated

Bond

repayment

Other

financing

Cash

on hand

June 2021


For the year ended

27

•$69m of free cashflow generated in the period

•This is after adjusting for an unusual $43m increase in net working capital,

due to inflated cash andpayables balances at the end of FY20 (due

toongoing sport equitable reduction negotiations at that time) which

returned to normal during FY21

•Sufficient cash reserves to repay bond in March 2021

•$35m of cash at June 2021, plus $200m undrawn debt facility (which was

undrawn in the year)

•$7m of proceeds received from sale of OSB, with further $7m due in

September 2021 (FY22)

28
For the year ended

For the year ended
29

•FY22 guidance is provided subject to the continuing uncertainty regarding

the ongoing impacts of COVID-19

•Revenue shows a return to growth for the first time since FY16

•Reduced EBITDA (and cash flow generation) and NPAT in FY22 vs FY21

reflects the removal of one-off benefits in FY21 (e.g. COVID-19savings and

other income), some one-off sporting events in FY22 (e.g. Summer and

Winter Olympics), increased programming costs (e.g. rugby and others),

and the start-up phase for Sky Broadband. Refer bridge on following page

•Guidance excludes any impact from potential sale of property

•Sky remains in a strong financial position, including cash on hand of $35m

and undrawn debt facilities of $200m. Facility headroom likely to reduce

from any sale of property

•The Board continues to consider capital management options, including

potential for dividends, in the context of the strong balance sheet, options for

proceeds from the potential sale of property, and the need to reinvest

operating free cash flow in FY22 into growth initiatives

1

Subject to no adverse change in operating conditions, including future economic impacts flowing from COVID-19

For the year ended
30

•FY22 EBITDA reflects stripping out one-offs and COVID-19

impacts from FY21, then adjusting for known FY22 events and

changes

•Net cost of $15m for the Summer & Winter Olympics and ICC

Women’s Cricket World Cup in New Zealand is a one-off in

FY22 (with Summer Olympics originally scheduled for FY21)

•Content renewals cost increase of $39m includes the full year

impact of new rugby deal, as well as other key sport and

entertainment renewals

•For the first time Streaming growth is expected to outstrip the

decline in Sky Box revenue

•Further permanent operating cost savings of $7.5 million

•Marketing investment represents need to invest in growth (e.g.

Sky Broadband, new Sky Box initiatives)

FY22

events

FY21FY21

One-offs

FY22COVID

costs

Content

renewals

Sky Box

decline

Opex

Savings

Streaming

growth

COVID

revenue


Marketing

Investment

Other

For the year ended
31

Nurturing and growing Sky Box

and Streaming customers

Growing revenues and

reducing operating costs

Being the preferred partner for

key rights holders, content

creators and distributors

Being a place where our crew are

empowered to do their best work

Rapid and sustained execution and

enabling our people to succeed

Being efficient, adaptive and

profitable business















1

2

3

4

1

Excluding broadband.

2

By FY24.

3

Excluding broadband and net of inflation







1

2

OUR

FOCUS

AREAS

THE

BEDROCK

OF OUR

BUSINESS

FY22 Targets

11.5% -12.0%

3% -5%

10% -15%

12+ months

Neon 80%,

SSN 75%

15% -25%

1% -3%

$5m -$35m

50% -55%

$5m -$10m

On time delivery

50% –60%

FCF positive

$85m -$95m

7% –8.5%

3 YEAR TARGETS

SKY’S STRATEGY

32
For the year ended

33
This presentation has been prepared by Sky Network Television Limited and its group of companies (“the Company”) for informational purposes. This disclaimer applies to this document and

the verbal or written comments of any person presenting it.

Information in this presentation has been prepared by the Company with due care and attention. However, neither the Company nor any of its directors, employees, shareholders nor any

other person give any warranties or representation (express or implied) as the accuracy or completeness of this information. To the maximum extent permitted by law, none of the Company,

its directors, employees, shareholders or any other person shall have any liability whatsoever to any person for any loss (including, without limitation, arising from any fault or negligence)

arising from this presentation or any information supplied in connection with it.

This presentation may contain projections or forward-looking statements regarding a variety of items. Such projections or forward-looking statements are based on current expectations,

estimates and assumptions and are subject to a number of risks, and uncertainties, including material adverse events, significant one-off expenses and other unforeseeable circumstances.

There is no assurance that results contemplated in any of these projections and forward-looking statements will be realised, noris there any assurance that the expectations, estimates and

assumptions underpinning those projections or forward-looking statements are reasonable. Actual results may differ materially from those projected in this presentation. No person is under

any obligation to update this presentation at any time after its release or to provide you with further information about theCompany.

The Company has used the non-GAAP financial measure EBITDA and has presented adjusted results when discussing financial performance, as the directors and management believe that

these measures provide useful information on the underlying performance of the Company. EBITDA is defined by the Company as earnings before income tax, interest expense, depreciation,

amortisation and impairment, unrealised gains and losses on currency and interest rate swaps. Adjustments made to Sky’s GAAP financial measures normalised for non-recurring costs and

non-cash impairments and are described in more detail herein. You should not consider this in isolation from, or as a substitutefor, the information provided in the audited consolidated

financial statements for the financial year ended 30 June 2021, which form part of the Company’s 2021 Annual Report at https://www.sky.co.nz/investor-centre/results-and-reports.

The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any recommendation. The presentation does not constitute an

offer to sell, or a solicitation of an offer to buy, any security and may not be relied upon in connection with the purchase or sale of any security. Nothing in this presentation constitutes legal,

financial, tax or other advice.

For the year ended

---

1

ANNUAL CORPORATE

GOVERNANCE STATEMENT

2021


24 August 2021

The following disclosures and compliance statements are provided in accordance with the NZX

Corporate Governance Code and the ASX Corporate Governance Principles and Recommendations

(4th edition). This corporate governance statement is current as at 24 August 2021, and has been

approved by the Board. All the policies and charters referred to below are available on our website

https://www.sky.co.nz/investor-centre/corporate-governance


NZX AND ASX CORPORATE GOVERNANCE BEST PRACTICE CODES

The NZX Corporate Governance Code sets standards for effective corporate governance in New

Zealand and Sky is committed to reporting against this code. The Board considers that Sky has

complied with the NZX and ASX corporate governance best practice codes in all material respects

during the 2021 financial year, except where otherwise indicated.


1. A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY

Directors should set high standards of ethical behaviours, model this behaviour, and hold

management accountable for delivering these standards throughout the organisation.

STATEMENT OF VALUES

Sky’s values were developed through a collaborative workshop process, led by Sky Culture Champions

and endorsed by the Board. Collectively, the values “Be Yourself”, “Create Something Amazing” and

“Make Someone’s Day” create a common understanding of the expectations Directors, executives and

staff have of each other and themselves. They represent Sky’s relentless focus on customers and instil

accountability for consistent collaboration, respecting diverse perspectives, and encouraging a growth

mindset. Responsibility for instilling the values throughout the business is achieved through Values in

Action workshops. Sky’s values are disclosed in the FY21 annual report and Sky’s 25 August 2021

annual results presentation.

CODE OF ETHICS

Sky has a Code of Ethics which outlines Sky’s minimum ethical standards and policies in respect of

various matters including conflicts of interest, corporate opportunities, confidentiality, insider trading and

dealing with corporate assets, in addition to encouraging compliance with applicable laws and

regulations. The Code of Ethics applies to Sky's directors, senior executives, employees and other

persons, and is available on Sky’s website. All material incidents are to be notified to Sky’s People and

Performance Committee and/or Sky’s Board of Directors.

WHISTLEBLOWING/ PROTECTED DISCLOSURE

Sky’s Protected Disclosure “Whistleblowing” Policy provides an internal process for staff to report any

serious wrongdoing and gives protection to the employee making the disclosure in accordance with the

policy. The policy outlines types of behaviour that may be considered serious wrongdoing, how an

employee can make a disclosure and how they are protected. A thorough review of the policy was

undertaken during the year to review and strengthen the framework and to ensure Sky’s practices

continue to reflect best practice. The Protected Disclosure “Whistleblowing” Policy is posted on Sky’s

website. Any material incidents would be notified to Sky’s People and Performance Committee and/or

Sky New Zealand / Annual Corporate Governance Statement 2021



2


Sky’s Board of Directors and this process has been formalised in Sky’s Protected Disclosure

“Whistleblowing” Policy.

SECURITIES TRADING

Sky has a formal Securities Trading Policy, which is posted on Sky’s website. Sky’s Securities Trading

Policy includes robust procedures to minimise the risk of insider trading. The policy outlines that

directors, officers and employees of Sky may not buy or sell securities in Sky, nor may they tip others,

while in the possession of material information. Additional restrictions apply to key management

personnel who are prohibited from trading during prohibited periods (other than in exceptional

circumstances) and must at all times (including outside prohibited periods) obtain written consent to

trade from the Chief Financial Officer, and Chair of the Board or the Chair of the Audit and Risk

Committee (as applicable). Sky’s Securities Trading Policy affirms the law relating to insider trading

contained in the Financial Markets Conduct Act 2013 and the Australian Corporations Act 2001 (Cth)

and complies with ASX Listing Rule 12.12.

ANTI-BRIBERY AND CORRUPTION POLICY

Sky’s Code of Ethics sets out the principles of ethical conduct expected of Directors, senior managers,

employees, contractors and consultants or any other person who represents Sky or is engaged to carry

out work for Sky. Whilst it does not specifically cover all issues relating to anti-bribery and corruption,

the policy references compliance with all applicable laws and regulations and observing the highest

standards of business ethics. Furthermore, Sky's Code of Ethics contains appropriate controls around

offering and accepting gifts or entertainment. In order to specifically set out Board and management

expectations on anti-bribery and corruption, Sky intends to publish an Anti-bribery and Corruption Policy

during the 2022 financial year, in line with ASX Recommendation 3.4.

2. BOARD COMPOSITION AND PERFORMANCE

To ensure an effective board, there should be a balance of independence, skills, knowledge,

experience and perspectives.

BOARD OF DIRECTORS – COMPOSITION

Sky’s Board is appointed or ratified by the shareholders of Sky by ordinary resolution. The NZX Listing

Rules provide for a minimum of three directors, and Sky’s constitution provides for a maximum of ten

directors. As at 30 June 2021, the Board consisted of five directors whose relevant skills, experience

and expertise are outlined in their biographies in Sky’s annual report. The Board operates under a

written charter (Board Charter), which sets out the respective roles and responsibilities of the Board,

the Chair and management, and (together with the delegated authorities policy) those matters expressly

reserved to the Board and those delegated to management. A copy of the Board Charter is available

on Sky’s website.

NOMINATION AND APPOINTMENT

The Board gives consideration to the Board’s skills, experience and diversity when evaluating potential

board candidates. The objective is to have a mix of skills represented on the Board that are relevant to

Sky’s business and strategy.

During the financial year ending 30 June 2021, Susan Paterson ONZM retired from Sky’s Board and

Martin Stewart and Derek Handley resigned from Sky’s Board (with Martin Stewart also resigning as

Chief Executive).

The Board may appoint directors to fill casual vacancies that occur, or add persons to the Board up to

the maximum number prescribed by the constitution. At each annual meeting all directors appointed by

the Board since the last annual meeting must retire and seek re-election, if eligible. Directors must also

Sky New Zealand / Annual Corporate Governance Statement 2021



3


not hold office (without re-election) past the third annual meeting following the Director’s appointment

or 3 years, whichever is longer. Directors’ fees have been set at a maximum amount of $950,000 per

annum since October 2015.

As at 30 June 2021 the Board is comprised of:

• Philip Bowman (Chair) – appointed 1 September 2019

• Geraldine McBride – appointed 13 September 2013

• Mike Darcey – appointed 19 September 2017

• Joan Withers – appointed 17 September 2019

• Keith Smith – appointed 21 April 2020

Before appointing directors to the Board, or putting candidates forward at annual meetings for re-

election, the Board ensures that appropriate checks are carried out to ensure candidates have the

necessary skills to act for the Company. Material information that is relevant to a decision on whether

or not to elect or re-elect the Director is provided to shareholders. Written agreements are in place with

each Board member and senior executive setting out the terms of their appointment.

New Board members receive induction training so as to gain an understanding of Sky’s business and

operations including its financial, strategic and risk management position as well as a director’s rights,

duties and responsibilities, the role of the Board, the Board committees and the executive management

team. It is expected that all directors will be required to stay informed of changes to, and emerging

issues in, director duties and responsibilities. In addition, visits to specific company operations, when

appropriate, and briefings from key executives and industry experts will be arranged. Sky will reimburse

directors for reasonable costs incurred in attending appropriate conferences and training courses.

Sky ensures that a majority of its Board are independent directors. At 30 June 2021 all of the directors

of Sky were considered to be independent directors, having regard to the factors in NZX

Recommendation 2.4 and ASX Recommendation 2.3. The Chair of Sky's Board is Philip Bowman, an

independent director.

In considering the factors in NZX Recommendation 2.4 and ASX Recommendation 2.3, the Board has

had careful regard to whether Geraldine McBride's status as an independent director has changed by

virtue of her interest and position in MyWave Limited (MyWave), which supplies services to Sky in

support of Sky’s Fan Experience platform. In particular, Geraldine is the CEO and director of MyWave

(and its holding company, MyWave Holdings Limited), and currently holds shares in MyWave Holdings

Limited.

The Board has considered this relationship and concluded that, notwithstanding this, it is not sufficiently

material so as to interfere with Geraldine's capacity to bring independent judgement to bear on issues

before the Board (which will exclude matters related to MyWave) and to act in the best interest of Sky

and to represent the interests of its shareholders generally rather than the interests of an individual

securityholder or other party. Therefore, for the purposes of the NZX Listing Rules and ASX Listing

Rules, the Board has determined that Geraldine McBride is an independent director. Further

information on the Board's assessment of Geraldine's independence is set out in the Corporate

Governance section of Sky’s annual report.

ROLE OF THE BOARD

The Board oversees Sky’s business and is responsible for its corporate governance. The Board sets

corporate policies and the strategic direction of the company and oversees management with the

objective of enhancing the interests of shareholders. Management is responsible for the implementation

of the corporate policies set by the Board, as well as the day-to-day running of Sky’s business including

risk management and controls and liaising with the Board about these matters.

Sky New Zealand / Annual Corporate Governance Statement 2021



4


Various information reports are sent to the Board in order to keep them informed about Sky’s business

including reports during the year ended 30 June 2021 on the effectiveness of the management of

material legal and business risks. Directors also receive operating and financial reports, and access to

senior management at Board and committee meetings.

The Board operates two permanent Board committees, namely the Audit and Risk Committee and the

People and Performance Committee (formerly the Nomination and Remuneration Committee). The

members of the Audit and Risk Committee as at 30 June 2021 are Keith Smith (Chair), Philip Bowman

(Board Chair) and Joan Withers. The members of the People and Performance Committee are

Geraldine McBride (Chair), and Joan Withers.

DELEGATIONS

To enable the effective functioning of the day-to-day business of Sky, the Board has delegated certain

of its powers to Sky’s Chief Executive and senior management. Those powers are set out in Sky’s

delegated authorities policy (with treasury management delegations set out in the Treasury Policy) and

relate to how Sky employees are able to authorise any transaction with a financial implication, or to

perform other functions relating to human resource matters or finance and legal matters. Specifically,

Board approval is required for:

• Any action or transaction that exceeds the limits delegated to the Chief Executive; and

• Appointing or removing authorised signatories to bank accounts, entering into overdraft

facilities or similar credit arrangements, entering into loans, mortgages, debentures or other

financial instruments or making investments or removing funds from investments.

There is no delegation to any person to raise capital or to specifically borrow money by any means

whatsoever. Such transactions may only be performed with Board approval. The Board is responsible

for monitoring those delegations and approving all changes to the delegated authorities policy from time

to time (the Board may amend or withdraw delegations at its sole discretion at any time). All delegated

authorities are exercised on the Board’s behalf in accordance with relevant company policies and

procedures.

MEETINGS

The Board has regularly scheduled meetings and also meets when a matter of particular significance

arises. During the year between 1 July 2020 and 30 June 2021, there were 18 Board meetings.

Attendance was as follows:

Board meetings held while

a director

4

Attendance at Board meetings


Philip Bowman 18 18

Susan Paterson

1

6 6

Derek Handley

2

9 8

Martin Stewart

3

8 8

Geraldine McBride 18 16

Mike Darcey


18 14

Joan Withers 18 17

Keith Smith 18 18

1

Susan Paterson resigned from the board on 13 October 2020.

2

Derek Handley resigned from the board on 15 January 2021.

3

Martin Stewart resigned from the board and his role as Chief Executive on 7 December 2021.

4.

Excludes a number of Board only calls.

Sky New Zealand / Annual Corporate Governance Statement 2021



5


DIRECTORS SKILLS AND EXPERIENCE

The aim of the Board is to have a mix of skills represented on the Board that are relevant to Sky’s

business. The skills matrix for the directors is set out below:

Primary skills Secondary skills

SKILLS ATTRIBUTE



Philip

Bowman

Geraldine

McBride

Mike

Darcey

Joan

Withers

Keith

Smith

Public company governance



Entrepreneur



International / Overseas

experience


Technology



Finance/Accounting/Banking/

Commercial


Consumer experience



New media



Television Industry



CEO / Former CEO or

equivalent



BOARD PERFORMANCE

Board performance, including the performance of Board committees and individual directors, is

reviewed and evaluated periodically and as the need arises in accordance with the process set out in

the Board Charter. A formal evaluation was undertaken in conjunction with specialist consulting

company Propero during the financial period to 30 June 2021. Further information about Sky’s Board

of Directors is contained in Sky’s annual report.

EXECUTIVE PERFORMANCE

Executive performance is reviewed and evaluated on a continual basis by the Board and Chief

Executive, and periodically as the need arises, in accordance with the process set out in the People

and Performance Committee (formerly the Nomination and Remuneration Committee) Charter,

principally as part of annual salary reviews and through participation in Sky’s short-term incentive (STI)

scheme. A formal evaluation of senior executive performance for the 2021 financial year is being

undertaken following the completion of that period.

COMPANY SECRETARY

The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to

do with the proper functioning of the Board. The Company Secretary is James Bishop.

INDEPENDENT ADVICE

Sky has a procedure for Board members to seek independent legal advice at Sky’s expense.

Sky New Zealand / Annual Corporate Governance Statement 2021



6


DIVERSITY

Sky recognises diversity and inclusion as a strategic asset for the Company’s current and future

success. Sky values diversity of gender, age, ethnic and cultural background, sexuality, experience and

beliefs. Sky’s Board and management believe that an organisation that reflects the diversity of its

current and future customers will be able to deliver more personalised customer experiences, and

customer value, to continue to grow successfully, and to attract and retain the best talent.

Sky’s Diversity Policy reflects Sky’s continuing commitment to diversity and inclusion. This policy

requires the commitment of the Board to set measurable objectives for achieving diversity in areas

requiring improvement and to assess annually both the objectives and Sky's progress in achieving

them. Sky proactively considers diversity in all recruitment activities, especially in leadership positions.

Sky is also committed to growing the capability of all Sky staff to leverage diversity to deliver a better

employee experience, a better customer experience and improved business performance.

The Board acknowledges the importance of gender diversity both on boards and within companies, and

as noted in Sky’s Diversity Policy, this is one of the diversity characteristics that is considered when

evaluating new director candidates. As at 30 June 2021, Sky’s Board had two female directors and

three male directors (compared to three female directors and five male directors as at 30 June 2020).

Sky’s officers (being a person who is concerned or takes part in the management of Sky and reports to

the Board, or to a person who reports to the Board) includes one female officer and three male officers.

1


Sky takes a holistic approach to diversity. Sky’s measurable objectives for achieving diversity are that:

• Each quarter, Sky measures and reports on employee’s feedback regarding diversity and

belonging, and delivers organisational development actions in response to this feedback;

• Each year, the Board actively considers the composition of the Board and any opportunities for

new directors to join the Board with diversity (including gender diversity) being one of the key

criteria when considering new appointments;

• Each year the Board compares the number of female and male employees at Sky to the

previous financial year’s figures to ensure that Sky is maintaining a strong level of female

participation at all levels of the organization; and

• Each year the Board considers the extent of age diversification at Sky by comparing the number

of employees aged over and under 45 years to the previous financial year’s figures, in order to

ensure Sky is benefiting from a mix of experience and new ways of thinking.

For the year ended 30 June 2021, the Board is satisfied that Sky achieved its diversity objectives as

follows:

• Sky maintained consistent levels of gender and age diversification amongst employees across

the organisation (increasing female representation from 43% to 44%);

• Sky improved by 10% (from 62% to 68%) the number of staff who rated “I feel I belong at Sky”

favourably; and

• Sky improved by 20% (from 64% to 77%) the number of staff who rated “Sky values diversity”

favourably.



1

The “officers” include the CEO and the members of Sky’s executive leadership team who report directly to

the CEO.

Sky New Zealand / Annual Corporate Governance Statement 2021



7


The chart below represents Sky’s gender and age diversification as at 30 June 2021:

Board Level Officers

1

All staff

No of Women: 2

Total number: 5

No of Women: 1

Total Number: 4

2


No of Women: 399

Total Number: 900

2020

No of Women: 3

Total number: 8

2020

No of Women: 2

Total number: 9

2020

No of Women: 427

Total Number: 992

Over 45 – 100%

(2020 – 88%)

Over 45 – 75%

(2020 – 89%)

Over 45 – 33%

(2020 – 36%)

(1) For the purpose of Recommendation 1.5(c)(3) of the ASX Corporate Governance Principles and

Recommendations (4th edition), “senior executives” has the same meaning as the “officers” referred to in the

chart above as defined under the NZX Listing Rules.

(2) A restructure of the executive team in April 2021 saw the total number of executive officers’ change from 9 to

5. At the end of FY21, one of the executive officer positions was vacant and one under recruitment with a

seconded partner from Deloitte filling that position.


The table below provides a detailed breakdown of the age diversification of Sky’s workforce:

Age 2021 2020

<30

18%

21%

30 – 40

32%

31%

40 - 50

29%

28%

50 - 60

16%

15%

60 - 70

4%

4%

>70

0.4%

1%



3. BOARD COMMITTEES

The Board should use committees where this will enhance its effectiveness in key areas, while

still retaining Board responsibility.

The Board has established the following committees to act for, and/or make recommendations to, the

full Board on certain matters as described below.

AUDIT AND RISK COMMITTEE

The Audit and Risk Committee is responsible for overseeing the financial and accounting activities of

Sky including the activities of Sky’s auditors, accounting functions, internal audit, financial reporting

processes, dividend policies, tax planning and compliance, treasury and general risk management. The

committee operates under a formal Audit and Risk Committee Charter which is available on Sky’s

website.

Sky New Zealand / Annual Corporate Governance Statement 2021



8


The Charter also contains the External Audit Independence Group Policy, the object of which is to

ensure that audit independence is maintained, such that Sky’s external financial reporting is viewed as

being highly reliable and credible.

As at 30 June 2021, the members of the Committee, who are independent non-executive directors, are

Keith Smith (Chair), Philip Bowman (Board Chair), and Joan Withers. Committee members’

qualifications are detailed in Sky’s annual report.

Sky considers it appropriate that any non-executive director (whether or not a member of the

Committee) may attend Audit and Risk Committee meetings without invitation, while executive directors

and Sky management may attend by invitation only. There are currently no executive directors of Sky.

PEOPLE AND PERFORMANCE COMMITTEE

The People and Performance Committee is responsible for providing recommendations regarding the

appointment, compensation levels and evaluation of Sky’s Chief Executive and senior executives, and

overseeing Sky’s general human resources policies, including remuneration. The current members,

who are independent non-executive directors, are Geraldine McBride (Chair) and Joan Withers. Sky

previously had three independent non-executive directors on the People and Performance Committee,

which included Derek Handley, up until Derek's resignation on 15 January 2021. Since Derek's

resignation, Sky has not appointed a third member for the People and Performance Committee but

intends to do so in the next reporting period in accordance with ASX Recommendation 8.1. A copy of

the Committee’s Charter is available on Sky’s website. Sky management may only attend Committee

meetings on invitation.

BOARD MEMBERSHIP

Sky’s Board is responsible for ensuring the balance of skills, knowledge, experience, independence

and diversity of Directors remains relevant to Sky’s business and strategy and enables the Board to

discharge its duties and responsibilities effectively. The Board gives consideration to these factors when

assessing board succession and in evaluating potential board candidates. The Board does not have a

formal nomination committee constituted by a Board committee charter. The Board or a nominations

sub-committee of the Board (which is distinct from the People and Performance Committee) evaluates

potential Board candidates to be considered for appointment. To be eligible for appointment as

directors, candidates must demonstrate appropriate qualities and experience. Directors will be selected

based on all of the above factors including the needs of the Board at the time.








Sky New Zealand / Annual Corporate Governance Statement 2021



9


COMMITTEE MEETINGS

During the year ended 30 June 2021:

(a) The Audit and Risk Committee met 5 times and attendances were as reflected in the table below.

(b) The People and Performance Committee met 3 times and attendances were as reflected in the

table below:


Committee meetings held

while a Committee member

Attendance at Committee

meetings


Audit and Risk Committee

Keith Smith (Chair) 5 5

Susan Paterson

1

2 1

Joan Withers 5 5

Derek Handley

1

3 3

Philip Bowman

2

2 4

People and Performance Committee

Geraldine McBride

(Chair)

3

2 2

Susan Paterson (former

Chair)

1


1 1

Joan Withers 3 3

Derek Handley

1

2 2

(1) Susan Paterson retired and Derek Handley resigned during the period.

(2) Philip Bowman was appointed to the Audit and Risk Committee during the period and prior to appointment

attended 2 Audit and Risk Committee meetings during the period on an ex-officio basis.

(3) Geraldine McBride was appointed to the People and Performance Committee during the period.

TAKEOVER PROTOCOL

The Sky Board has approved a Takeover Protocol that outlines the procedures when dealing with

takeover offers. This is available on Sky’s website at https://www.sky.co.nz/investor-centre/corporate-

governance.


4. REPORTING AND DISCLOSURE

The Board should demand integrity in financial and non-financial reporting and in the

timeliness and balance of corporate disclosures.

Sky endeavours to provide investors and stakeholders with financial and non-financial reporting that is

clear, meaningful, timely and balanced. All key governance documents and policies, as well as all stock

exchange announcements, interim and annual reports and investor presentations are available online

at https://www.sky.co.nz/investor-centre.


Sky New Zealand / Annual Corporate Governance Statement 2021



10


FINANCIAL REPORTING

The Audit and Risk Committee oversees the preparation of Sky’s financial statements, including

materiality guidance and setting policy to ensure the information presented is useful for investors and

other stakeholders.

Sky endeavours to prepare financial statements that are easy to read by using clear, precise language

and by structuring the report so that it is logically presented, and that policies and related notes are

combined in a format that is consistent and logical.

DIRECTORS, CHAIRMAN AND BOARD COMMITTEES CONFIRMATION OF FINANCIAL STATEMENTS

Each year Sky’s Chief Executive and Chief Financial Officer confirm in a written statement to the Board

that the financial statements are true and correct, are prepared in accordance with applicable

accounting standards and present fairly the company’s financial position. Although the wording of that

statement is not exactly the same as the wording set out in section 295A of the Australian Corporations

Act 2001, in substance the statement meets the requirements of ASX Recommendation 4.2.

CONTINUOUS DISCLOSURE

Sky is committed to keeping the markets, shareholders and investors informed of material information

relating to its business, financial performance and strategy in order that trading in securities takes place

in an efficient well-informed market at all times.

When Sky provides a substantive investor or analyst presentation, such as those prepared for investor

results briefings, conferences or investor day events, a copy of the material to be presented is released

to the NZX and ASX ahead of the presentation.

Sky has a Continuous Disclosure Policy that is available on Sky’s website. The policy sets out the

responsibilities of Sky in relation to its continuous disclosure obligations under the NZX and ASX Listing

Rules and the Financial Markets Conduct Act 2013. The policy establishes the procedures required to

fulfil Sky’s obligations and details the process to appropriately identify and determine any Material

Information that may require disclosure.

Copies of material market announcements are promptly circulated to directors.

5. REMUNERATION

The remuneration of directors and executives should be transparent, fair and reasonable.

The non-executive directors’ and the Chief Executive’s remuneration is reported under “Remuneration

of Directors” and “Chief Executive Remuneration” in the Corporate Governance section of Sky’s annual

report. For non-executive directors this includes a breakdown of Board and committee fees and the

actual amounts paid. For the Chief Executive, it includes details of both fixed remuneration and variable

performance-based remuneration. As noted above, the performance of key executives is monitored on

a continual basis by the Board and Chief Executive, principally as part of annual salary reviews and

through participation in Sky’s STI scheme.

The People and Performance Committee Charter formalises practices for setting remuneration for the

Chief Executive, the executive team and all employees.

Remuneration bands in respect of other employees of Sky and its subsidiaries are set out under

“Employee Remuneration” in the Corporate Governance section of Sky’s annual report.

As at 30 June 2021, Sky did not have a published remuneration policy as recommended by NZX

Corporate Governance Code recommendation 4.2 and ASX Recommendation 8.2. While Sky has not,

during this reporting period, complied with the code in this respect, Sky has in place policies, principles

and procedures (including the People and Performance Committee, governed by the Committee

Sky New Zealand / Annual Corporate Governance Statement 2021



11


Charter as noted above) which ensure that Sky remunerates directors, officers and employees

appropriately, fairly and responsibly, as recommended by NZX Corporate Governance Code

recommendation 5.2. Sky is reviewing its remuneration policies and intends to refresh (to the extent

required) and disclose its revised remuneration policies during the 2022 financial year.

Sky's Securities Trading Policy contains prohibitions on transactions (by way of derivatives or similar

financial products) which operate to limit the economic risk relating to securities granted under an

employee, executive or director incentive plan or as part of an employee's remuneration. As noted

above, the Securities Trading Policy is posted on Sky’s website.


6. RISK MANAGEMENT

Directors should have a sound understanding of the material risks faced by the issuer and

how to manage them. The Board should regularly verify that the issuer has appropriate

processes that identify and manage potential and relevant risks.

Sky’s risk framework is overseen and monitored by both the Board and the Audit and Risk Committee.

Sky maintains a risk register and the Audit and Risk Committee in conjunction with management

regularly report to the Board on the effectiveness of the management of Sky’s business risks and

whether the risk management framework and systems of internal compliance and control are operating

efficiently and effectively in all material respects.

Sky has a Controlling and Managing Risk Policy which provides an overview of Sky’s risk management

process. The policy outlines Sky’s strategic risk management objectives and guidelines and provides

a framework to identify, manage and report on risks both financial and non-financial. The Audit and Risk

Committee reviews the Controlling and Managing Risk Policy annually. The Audit and Risk Committee

reviews Sky's risk management framework with management at least annually to satisfy itself that it

continues to be sound and to ensure that Sky is operating with due regard to the risk appetite set by

the Board. The Audit and Risk Committee reviewed Sky’s risk management framework during the

reporting period to 30 June 2021 and is satisfied that Sky has in place a robust risk assessment process.

In keeping with its focus on managing both near and long-term risk, the committee is overseeing an

extensive management review of the risk management framework across the business to identify and

implement any potential improvements and ensure it remains appropriate for Sky’s current and future

business and operating environment.

Sky’s internal audit function is contracted out to an independent third party. An annual internal audit

plan is presented and approved by the Audit and Risk Committee and the Committee receives internal

audit reports during the year and monitors completion of action items that arise. Sky’s internal audit

function assists it to better accomplish its objectives by bringing a systemic, disciplined approach to

evaluating and continually improving the effectiveness of Sky’s risk management and internal control

processes.

MATERIAL EXPOSURE TO ECONOMIC, ENVIRONMENTAL AND SOCIAL SUSTAINABILITY RISKS

Sky identifies and assesses material exposure to economic, environmental and social sustainability

risks on an annual basis and like all media companies Sky is exposed to industry disruption and ongoing

structural changes in the way it carries out its business. A summary of Sky’s Controlling and Managing

Risk Policy, the key economic, environmental and social sustainability risks it faces, and how Sky

intends to manage those risks is available on Sky’s website.

Principal risks that could affect results and performance include:

Sky New Zealand / Annual Corporate Governance Statement 2021



12


• Regulatory environment;

• Competition;

• Programming rights;

• Content protection;

• Business disruption;

• Investment strategy – Adoption of new technology;

• Financial risks;

• Reputational risks and brand perception;

• Business transformation; and

• Customer value proposition.

HEALTH AND SAFETY

Sky has Health and Safety Policies and a Procedures Manual and a group health and safety

management committee to ensure that Sky fully complies with its health and safety obligations. Sky’s

strategic approach to health and safety is to:


• Provide a safe workplace for all;

• Fulfil all safety obligations within the business, in line with the strategic intent, corporate

objectives and legislative requirements; and

• Share a vision and commitment to a safety culture that drives continual improvement and

resilience at all levels within Sky.


Sky New Zealand / Annual Corporate Governance Statement 2021



13


7. AUDITORS

The Board should ensure the quality and independence of the external audit process.

EXTERNAL AUDIT

The role of the external auditor is critical for the integrity of Sky’s financial reporting.

PricewaterhouseCoopers (PwC) is Sky’s external auditor. The Audit and Risk Committee is responsible

for reviewing and recommending to the Board the engagement of the external auditors, for reviewing

any regulatory requirements, for agreeing the scope of the audit, ensuring no management restrictions

are placed on the auditors and for evaluating the performance of the external auditors. Sky’s Audit and

Risk Committee Charter (available on Sky’s website), contains the policy for External Audit

Independence which sets out the framework for ensuring that independence of the external auditor is

maintained.

A copy of the most recent audit report, relating to the 2021 financial year is included in the annual report

available online.

Sky undertakes an internal process of verification for periodic materials released to the NZX and ASX

where these have not been audited or reviewed by the external auditor, to ensure the accuracy and

integrity of the material prior to release. Where considered appropriate Sky requests an external review

from a suitably qualified advisor to provide an additional level of independent review.

INTERNAL AUDIT

Sky currently outsources to Ernst and Young (EY) its internal audit function which is tasked with

monitoring Sky’s internal control systems and risk management. Internal audit operates with and

independently of management and reports directly to the Audit and Risk Committee.

The Audit and Risk Committee reviews the internal audit plan annually as well as the internal audit

reports at each committee meeting. The internal audit reports are made available to the external

auditors.


8. SHAREHOLDER RELATIONS

The Board should respect the rights of the shareholders and foster relationships with

shareholders that encourage them to engage with the issuer.

INVESTOR COMMUNICATION

Sky is committed to facilitating effective two-way communication with its shareholders and other

stakeholders. Sky’s approach to investor relations is designed to keep both the market and Sky’s

shareholders properly informed. Sky’s Investor Communications Policy outlines the steps that it will

take to enable shareholders to engage with the Company in an informed manner and to allow them to

make informed assessments of Sky’s value and future prospects, and vote on major decisions where

appropriate. The Policy is overseen by Sky’s Chief Executive and Chief Financial Officer. A copy of

this Policy is available on Sky’s website.

Sky uses the following methods to communicate with its investors:

Sky New Zealand / Annual Corporate Governance Statement 2021



14


SKY WEBSITE – INVESTOR RELATIONS

Sky’s website (https://www.sky.co.nz/investor-centre) includes all documentation that has been

released to the market to enable investors and stakeholders access to all information about Sky and its

governance in one place. This includes copies of annual reports, presentations, media reports, news

releases and corporate governance documents. In addition, information may be requested directly from

Sky by emailing investorrelations@sky.co.nz to which Sky is committed to responding to in a timely

manner.

ELECTRONIC COMMUNICATIONS

Sky is continually striving to improve the efficiency and sustainability of communications with its

shareholders by encouraging them to receive communications electronically via the company’s share

registry, Computershare Investor Services Limited.

ANNUAL SHAREHOLDER MEETING

Shareholders are encouraged to attend Sky's Annual Shareholder Meeting, whether this is held in

person or virtually. Details of the Annual Shareholder Meeting and the ways that shareholders can

participate are available in the Notice of Meeting which is dispatched to shareholders and made

available on Sky’s website. Sky ensures that shareholder meetings are held at a reasonable time and

place. Sky ensures that all resolutions at a shareholders’ meeting are decided by a poll.

The notices of shareholder meetings include explanatory notices regarding the resolutions to be

considered by Sky’s shareholder meetings. Sky’s external auditors, legal representatives and share

registrar attend the Annual Shareholder Meeting. Directors, management and external auditors are

available to answer any questions from shareholders at the Annual Shareholder Meeting. Details of

how shareholders unable to attend the Annual Shareholder Meeting can submit questions in advance

are included in the Notice of Meting and explanatory notes.

SKY EXECUTIVES

Sky’s officers are listed on the back page of Sky’s 2021 annual report and are available to answer

questions from shareholders at Sky’s Annual Shareholder Meeting.

---

Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 1

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

Sky Network Television Limited

ABN/ARBNFinancial year ended:

70 653 143 22430 June 2021

Our corporate governance statement

1

for the period above can be found at:

2


These pages of our

annual report:


This URL on our

website:

https://www.sky.co.nz/investor-centre/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 25 August 2021 and has been

approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

3

Date:25 August 2021

Name of authorised officer

authorising lodgement:

James Bishop

1

“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which

discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during

a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a

corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a

statement is located. The corporate governance statement must disclose the extent to which the entity has followed the

recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a

recommendation for any part of the reporting period, its corporate governance statement must separately identify that

recommendation and the period during which it was not followed and state its reasons for not following the recommendation and

what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual

report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with

ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of

Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual

report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance

disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s

recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of

Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve

different purposes and an entity must produce each of them separately.

2

Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where

your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not

applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and

you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

See notes 4 and 5 below for further instructions on how to complete this form.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 2

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendationWhere a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1A listed entity should have and disclose a board charter setting

out:

(a)the respective roles and responsibilities of its board and

management; and

(b)those matters expressly reserved to the board and those

delegated to management.


and we have disclosed a copy of our board charter at:

https://www.sky.co.nz/investor-centre/corporate-governance

☐set out in our Corporate Governance StatementOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

1.2A listed entity should:

(a)undertake appropriate checks before appointing a director or

senior executive or putting someone forward for election as

a director; and

(b)provide security holders with all material information in its

possession relevant to a decision on whether or not to elect

or re-elect a director.


☐set out in our Corporate Governance StatementOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

1.3A listed entity should have a written agreement with each director

and senior executive setting out the terms of their appointment.


☐set out in our Corporate Governance StatementOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

1.4The company secretary of a listed entity should be accountable

directly to the board, through the chair, on all matters to do with

the proper functioning of the board.


☐set out in our Corporate Governance StatementOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

4

Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert

the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you

need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual

report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate

governance/charters/”).

5

If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 3

Corporate Governance Council recommendationWhere a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5

1.5A listed entity should:

(a)have and disclose a diversity policy;

(b)through its board or a committee of the board set

measurable objectives for achieving gender diversity in the

composition of its board, senior executives and workforce

generally; and

(c)disclose in relation to each reporting period:

(1)the measurable objectives set for that period to

achieve gender diversity;

(2)the entity’s progress towards achieving those

objectives; and

(3)either:

(A)the respective proportions of men and women

on the board, in senior executive positions and

across the whole workforce (including how the

entity has defined “senior executive” for these

purposes); or

(B)if the entity is a “relevant employer” under the

Workplace Gender Equality Act, the entity’s

most recent “Gender Equality Indicators”, as

defined in and published under that Act.

If the entity was in the S&P / ASX 300 Index at the

commencement of the reporting period, the measurable objective

for achieving gender diversity in the composition of its board

should be to have not less than 30% of its directors of each

gender within a specified period.


and we have disclosed a copy of our diversity policy at:

https://www.sky.co.nz/investor-centre/corporate-governance(see

Diversity Policy)

and we have disclosed the information referred to in paragraph (c)

at:

Corporate Governance Statement(https://www.sky.co.nz/investor-

centre/corporate-governance) and our Annual Report (pg

103)..........................

and if we were included in the S&P / ASX 300 Index at the

commencement of the reporting period our measurable objective for

achieving gender diversity in the composition of its board of not less

than 30% of its directors of each gender within a specified period.

☐set out in our Corporate Governance StatementOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 4

Corporate Governance Council recommendationWhere a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5

1.6A listed entity should:

(a)have and disclose a process for periodically evaluating the

performance of the board, its committees and individual

directors; and

(b)disclose for each reporting period whether a performance

evaluation has been undertaken in accordance with that

process during or in respect of that period.


and we have disclosed the evaluation process referred to in

paragraph (a) at:

Corporate Governance Statement,Board Charter and People and

Performance Committee Charter (located at

https://www.sky.co.nz/investor-centre/corporate-governance),

.........................................................................................

and whether a performance evaluation was undertaken for the

reporting period in accordance with that process at:

Corporate Governance Statement(located at

https://www.sky.co.nz/investor-centre/corporate-governance)

.........................................................................................

☐set out in our Corporate Governance StatementOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

1.7A listed entity should:

(a)have and disclose a process for evaluating the performance

of its senior executives at least once every reporting period;

and

(b)disclose for each reporting period whether a performance

evaluation has been undertaken in accordance with that

process during or in respect of that period.


and we have disclosed the evaluation process referred to in

paragraph (a) at:

Corporate Governance Statement(located at

https://www.sky.co.nz/investor-centre/corporate-governance)

.........................................................................................

and whether a performance evaluation was undertaken for the

reporting period in accordance with that process at:

Corporate Governance Statement(located at

https://www.sky.co.nz/investor-centre/corporate-governance)

.........................................................................................

☐set out in our Corporate Governance StatementOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 5

Corporate Governance Council recommendationWhere a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5

PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE

2.1The board of a listed entity should:

(a)have a nomination committee which:

(1)has at least three members, a majority of whom are

independent directors; and

(2)is chaired by an independent director,

and disclose:

(3)the charter of the committee;

(4)the members of the committee; and

(5)as at the end of each reporting period, the number

of times the committee met throughout the period

and the individual attendances of the members at

those meetings; or

(b)if it does not have a nomination committee, disclose that

fact and the processes it employs to address board

succession issues and to ensure that the board has the

appropriate balance of skills, knowledge, experience,

independence and diversity to enable it to discharge its

duties and responsibilities effectively.


[If the entity complies with paragraph (a):]

and we have disclosed a copy of the charter of the committee at:

and the information referred to in paragraphs (4) and (5) at:

.........................................................................................

[insert location]

[If the entity complies with paragraph (b):]

and we have disclosed the fact that we do not have a nomination

committee and the processes we employ to address board

succession issues and to ensure that the board has the appropriate

balance of skills, knowledge, experience, independence and

diversity to enable it to discharge its duties and responsibilities

effectively at:

Corporate Governance Statement(located at

https://www.sky.co.nz/investor-centre/corporate-governance)

.........................................................................................

[insert location]

☐set out in our Corporate Governance StatementOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

2.2A listed entity should have and disclose a board skills matrix

setting out the mix of skills that the board currently has or is

looking to achieve in its membership.


and we have disclosed our board skills matrix at:

... Corporate Governance Statement(located at

https://www.sky.co.nz/investor-centre/corporate-governance)

......................................................................................

☐set out in our Corporate Governance StatementOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 6

Corporate Governance Council recommendationWhere a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5

2.3A listed entity should disclose:

(a)the names of the directors considered by the board to be

independent directors;

(b)if a director has an interest, position, affiliation or

relationship of the type described in Box 2.3 but the board

is of the opinion that it does not compromise the

independence of the director, the nature of the interest,

position or relationship in question and an explanation of

why the board is of that opinion; and

(c)the length of service of each director.


and we have disclosed the names of the directors considered by the

board to be independent directors at:

......... Corporate Governance Statement(located at

https://www.sky.co.nz/investor-centre/corporate-governance)

...................................................................................

and, where applicable, the information referred to in paragraph (b)

at:

.........Annual Report (pg 102)

................................................................................

[insert location]

and the length of service of each director at:

... Corporate Governance Statement(located at

https://www.sky.co.nz/investor-centre/corporate-governance)

......................................................................................

☐set out in our Corporate Governance Statement

2.4A majority of the board of a listed entity should be independent

directors.


☐set out in our Corporate Governance StatementOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

2.5The chair of the board of a listed entity should be an

independent director and, in particular, should not be the same

person as the CEO of the entity.


☐set out in our Corporate Governance StatementOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

2.6A listed entity should have a program for inducting new

directors and for periodically reviewing whether there is a need

for existing directors to undertake professional development to

maintain the skills and knowledge needed to perform their role

as directors effectively.


☐set out in our Corporate Governance StatementOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 7

Corporate Governance Council recommendationWhere a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5

PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY

3.1A listed entity should articulate and disclose its values.


and we have disclosed our values at:

[insert location]

☒set out in our Corporate Governance Statement

3.2A listed entity should:

(a)have and disclose a code of conduct for its directors,

senior executives and employees; and

(b)ensure that the board or a committee of the board is

informed of any material breaches of that code.


and we have disclosed our code of conduct at:

https://www.sky.co.nz/investor-centre/corporate-governance(see

Code of Ethics)

☐set out in our Corporate Governance Statement

3.3A listed entity should:

(a)have and disclose a whistleblower policy; and

(b)ensure that the board or a committee of the board is

informed of any material incidents reported under that

policy.


and we have disclosed our whistleblower policy at:

https://www.sky.co.nz/investor-centre/corporate-governance(see

Protected Disclosure/ Whistleblowing Policy)

☐set out in our Corporate Governance Statement

3.4A listed entity should:

(a)have and disclose an anti-bribery and corruption policy;

and

(b)ensure that the board or committee of the board is

informed of any material breaches of that policy.


and we have disclosed our anti-bribery and corruption policy at:

.........................................................................................

[insert location]

☒set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 8

Corporate Governance Council recommendationWhere a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5

PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS

4.1The board of a listed entity should:

(a)have an audit committee which:

(1)has at least three members, all of whom are non-

executive directors and a majority of whom are

independent directors; and

(2)is chaired by an independent director, who is not

the chair of the board,

and disclose:

(3)the charter of the committee;

(4)the relevant qualifications and experience of the

members of the committee; and

(5)in relation to each reporting period, the number of

times the committee met throughout the period and

the individual attendances of the members at those

meetings; or

(b)if it does not have an audit committee, disclose that fact

and the processes it employs that independently verify

and safeguard the integrity of its corporate reporting,

including the processes for the appointment and removal

of the external auditor and the rotation of the audit

engagement partner.


[If the entity complies with paragraph (a):]

and we have disclosed a copy of the charter of the committee at:

https://www.sky.co.nz/investor-centre/corporate-governance(see

Audit and Risk Committee Charter)

and the information referred to in paragraphs (4) and (5) at:

Experience and qualifications of committee members are set out in

the Annual Report (see Board biographies) and the Corporate

Governance Statement(located athttps://www.sky.co.nz/investor-

centre/corporate-governance).

Number of committee meetings and attendance is set out in the

Corporate Governance Statement(located at

https://www.sky.co.nz/investor-centre/corporate-governance).

.........................................................................................

[insert location]

[If the entity complies with paragraph (b):]

and we have disclosed the fact that we do not have an audit

committee and the processes we employ that independently verify

and safeguard the integrity of our corporate reporting, including the

processes for the appointment and removal of the external auditor

and the rotation of the audit engagement partner at:

.........................................................................................

[insert location]

☐set out in our Corporate Governance Statement

4.2The board of a listed entity should, before it approves the

entity’s financial statements for a financial period, receive from

its CEO and CFO a declaration that, in their opinion, the

financial records of the entity have been properly maintained

and that the financial statements comply with the appropriate

accounting standards and give a true and fair view of the

financial position and performance of the entity and that the

opinion has been formed on the basis of a sound system of risk

management and internal control which is operating effectively.


☐set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 9

Corporate Governance Council recommendationWhere a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5

4.3A listed entity should disclose its process to verify the integrity

of any periodic corporate report it releases to the market that is

not audited or reviewed by an external auditor.


☐set out in our Corporate Governance Statement

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

5.1A listed entity should have and disclose a written policy for

complying with its continuous disclosure obligations under

listing rule 3.1.


and we have disclosed our continuous disclosure compliance policy

at:

https://www.sky.co.nz/investor-centre/corporate-governance (see

Continuous Disclosure Policy)

☐set out in our Corporate Governance Statement

5.2A listed entity should ensure that its board receives copies of all

material market announcements promptly after they have been

made.


☐set out in our Corporate Governance Statement

5.3A listed entity that gives a new and substantive investor or

analyst presentation should release a copy of the presentation

materials on the ASX Market Announcements Platform ahead

of the presentation.


☐set out in our Corporate Governance Statement

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1A listed entity should provide information about itself and its

governance to investors via its website.


and we have disclosed information about us and our governance on

our website at:

https://www.sky.co.nz/investor-centre/corporate-governance

☐set out in our Corporate Governance Statement

6.2A listed entity should have an investor relations program that

facilitates effective two-way communication with investors.


☐set out in our Corporate Governance Statement

6.3A listed entity should disclose how it facilitates and encourages

participation at meetings of security holders.


and we have disclosed how we facilitate and encourage participation

at meetings of security holders at:

https://www.sky.co.nz/investor-centre/corporate-governance(see

Investor Communications Policy)

☐set out in our Corporate Governance Statement

6.4A listed entity should ensure that all substantive resolutions at a

meeting of security holders are decided by a poll rather than by

a show of hands.

☒☐set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 10

Corporate Governance Council recommendationWhere a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5

6.5A listed entity should give security holders the option to receive

communications from, and send communications to, the entity

and its security registry electronically.


☐set out in our Corporate Governance Statement

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK

7.1The board of a listed entity should:

(a)have a committee or committees to oversee risk, each of

which:

(1)has at least three members, a majority of whom are

independent directors; and

(2)is chaired by an independent director,

and disclose:

(3)the charter of the committee;

(4)the members of the committee; and

(5)as at the end of each reporting period, the number

of times the committee met throughout the period

and the individual attendances of the members at

those meetings; or

(b)if it does not have a risk committee or committees that

satisfy (a) above, disclose that fact and the processes it

employs for overseeing the entity’s risk management

framework.


[If the entity complies with paragraph (a):]

and we have disclosed a copy of the charter of the committee at:

https://www.sky.co.nz/investor-centre/corporate-governance(see

Audit and Risk Committee Charter)

and the information referred to in paragraphs (4) and (5) at:

Experience and qualifications of committee members are set out in

the Annual Report (see Board biographies) and the Corporate

Governance Statement(located athttps://www.sky.co.nz/investor-

centre/corporate-governance).

Number of committee meetings and attendance is set out in the

Corporate Governance Statement(located at

https://www.sky.co.nz/investor-centre/corporate-governance).

.........................................................................................

[insert location]

[If the entity complies with paragraph (b):]

and we have disclosed the fact that we do not have a risk committee

or committees that satisfy (a) and the processes we employ for

overseeing our risk management framework at:

.........................................................................................

[insert location]

☐set out in our Corporate Governance Statement

7.2The board or a committee of the board should:

(a)review the entity’s risk management framework at least

annually to satisfy itself that it continues to be sound and

that the entity is operating with due regard tothe risk

appetite set by the board; and

(b)disclose, in relation to each reporting period, whether

such a review has taken place.


and we have disclosed whether a review of the entity’s risk

management framework was undertaken during the reporting period

at:

... Corporate Governance Statement(located at

https://www.sky.co.nz/investor-centre/corporate-governance)

......................................................................................

[insert location]

☐set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 11

Corporate Governance Council recommendationWhere a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5

7.3A listed entity should disclose:

(a)if it has an internal audit function, how the function is

structured and what role it performs; or

(b)if it does not have an internal audit function, that fact and

the processes it employs for evaluating and continually

improving the effectiveness of its governance, risk

management and internal control processes.


[If the entity complies with paragraph (a):]

and we have disclosed how our internal audit function is structured

and what role it performs at:

...See Corporate Governance Statement(located at

https://www.sky.co.nz/investor-centre/corporate-governance) and

Audit and Risk Committee Charter (https://www.sky.co.nz/investor-

centre/corporate-governance)

......................................................................................

[insert location]

[If the entity complies with paragraph (b):]

and we have disclosed the fact that we do not have an internal audit

function and the processes we employ for evaluating and continually

improving the effectiveness of our risk management and internal

control processes at:

.........................................................................................

[insert location]

☐set out in our Corporate Governance Statement

7.4A listed entity should disclose whether it has any material

exposure to environmental or social risks and, if it does, how it

manages or intends to manage those risks.


and we have disclosed whether we have any material exposure to

environmental and social risks at:

... See Corporate Governance Statement(located at

https://www.sky.co.nz/investor-centre/corporate-governance)

......................................................................................

[insert location]

and, if we do, how we manage or intend to manage those risks at:

.........................................................................................

[insert location]

☐set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 12

Corporate Governance Council recommendationWhere a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

8.1The board of a listed entity should:

(a)have a remuneration committee which:

(1)has at least three members, a majority of whom are

independent directors; and

(2)is chaired by an independent director,

and disclose:

(3)the charter of the committee;

(4)the members of the committee; and

(5)as at the end of each reporting period, the number

of times the committee met throughout the period

and the individual attendances of the members at

those meetings; or

(b)if it does not have a remuneration committee, disclose

that fact and the processes it employs for setting the level

and composition of remuneration for directors and senior

executives and ensuring that such remuneration is

appropriate and not excessive.


[If the entity complies with paragraph (a):]

and we have disclosed a copy of the charter of the committee at:

https://www.sky.co.nz/investor-centre/corporate-governance(see

People & Performance Committee Charter)

and the information referred to in paragraphs (4) and (5) at:

See Corporate Governance Statement(located at

https://www.sky.co.nz/investor-centre/corporate-governance)

.........................................................................................

[insert location]

[If the entity complies with paragraph (b):]

and we have disclosed the fact that we do not have a remuneration

committee and the processes we employ for setting the level and

composition of remuneration for directors and senior executives and

ensuring that such remuneration is appropriate and not excessive:

.........................................................................................

[insert location]

☒set out in our Corporate Governance StatementOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

8.2A listed entity should separately disclose its policies and

practices regarding the remuneration of non-executive directors

and the remuneration of executive directors and other senior

executives.


and we have disclosed separately our remuneration policies and

practices regarding the remuneration of non-executive directors and

the remuneration of executive directors and other senior executives

at:

.........................................................................................

[insert location]

☒set out in our Corporate Governance StatementOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 13

Corporate Governance Council recommendationWhere a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5

8.3A listed entity which has an equity-based remuneration scheme

should:

(a)have a policy on whether participants are permitted to

enter into transactions (whether through the use of

derivatives or otherwise) which limit the economic risk of

participating in the scheme; and

(b)disclose that policy or a summary of it.


and we have disclosed our policy on this issue or a summary of it at:

...https://www.sky.co.nz/investor-centre/corporate-governance(see

Securities Trading Policy)

..............................................................................

[insert location]

☐set out in our Corporate Governance StatementOR

☐we do not have an equity-based remuneration scheme and

this recommendation is therefore not applicableOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES

9.1A listed entity with a director who does not speak the language

in which board or security holder meetings are held or key

corporate documents are written should disclose the processes

it has in place to ensure the director understands and can

contribute to the discussions at those meetings and

understands and can discharge their obligations in relation to

those documents.


and we have disclosed information about the processes in place at:

.................................................................................

[insert location]

☐set out in our Corporate Governance StatementOR

☒we do not have a director in this position and this

recommendation is therefore not applicableOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

9.2A listed entity established outside Australia should ensure that

meetings of security holders are held at a reasonable place and

time.


☐set out in our Corporate Governance StatementOR

☐we are established in Australia and this recommendation is

therefore not applicableOR

☐we are an externally managed entity and this recommendation

is therefore not applicable

9.3A listed entity established outside Australia, and an externally

managed listed entity that has an AGM, should ensure that its

external auditor attends its AGM and is available to answer

questions from security holders relevant to the audit.


☐set out in our Corporate Governance StatementOR

☐we are established in Australia and not an externally managed

listed entity and this recommendation is therefore not

applicable

☐we are an externally managed entity that does not hold an

AGM and this recommendation is therefore not applicable

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020)Page 14

Corporate Governance Council recommendationWhere a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5

ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES

-Alternative to Recommendation 1.1 for externally managed

listed entities:

The responsible entity of an externally managed listed entity

should disclose:

(a)the arrangements between the responsible entity and the

listed entity for managing the affairs of the listed entity;

and

(b)the role and responsibility of the board of the responsible

entity for overseeing those arrangements.


and we have disclosed the information referred to in paragraphs (a)

and (b) at:

.........................................................................................

[insert location]

☐set out in our Corporate Governance Statement

-Alternative to Recommendations 8.1, 8.2 and 8.3 for externally

managed listed entities:

An externally managed listed entity should clearly disclose the

terms governing the remuneration of the manager.


and we have disclosed the terms governing our remuneration as

manager of the entity at:

.........................................................................................

[insert location]

☐set out in our Corporate Governance Statement

---

Appendix 4E Release to ASX under rule 4.3A
Other Information

Sky Network Television Limited

Year ended on 30 June 2021(In NZD)

To be read in conjunction with Sky Network Television Limited financial statements for the year

ended 30 June 2021

Control gained over entities

On 1 January 2021 the Group, through its subsidiary Sky Investment Holdings Limited,

acquired 81% of the share capital of Sports Analytics Pty Limited, a company registered

in South Africa. Sports Analytics specialises in deep-data analysis, trend identification and

data leveraging.

Refer Note 28 Business Acquisitions and Disposalof the attached Consolidated Financial

Statements.

Loss of control of entities

On 11 August 2020 Sky entered into an agreement with NEP New Zealand Limited (NEP)

to sell the assets and liabilities of Outside Broadcasting Limited (OSB) business to NEP for

approximately $14.3 million. The sale was subject to Commerce Commission approval that

was subsequently granted on 4 February 2021, with completion of the sale occurring on 31

March 2021.

In January 2021 RugbyPass signed an agreement to sell its streaming business to Premier

Sports Ltd.

Refer Note 28 Business Acquisitions and Disposalof the attached Consolidated Financial

Statements

Dividends

Final dividend payable: Nil

Prior comparable period: Nil

Details of aggregate share of profits (losses) of associates and joint venture

entities

Not applicable

Accounting standards

New Zealand international financial reporting standards used in compiling report.

Directors’ Details
The directors of Sky Network Television Limited at any time during the year are as

follows:

Philip BowmanChairman

Keith SmithDirector

Martin StewartDirector (resigned 7 December 2020)

Joan WithersDirector

Mike DarceyDirector

Derek HandleyDirector (retired 15 January 2021)

Geraldine McBride Director

Susan PatersonDirector (retired 13 October 2020)

Other information required by Listing Rule 4.3A

Additional Appendix 4E disclosure requirements, including commentary on significant

features of the operating performance, results of segments, trends in performance and

other factors affecting the results of the year are contained in the consolidated financial

statements of Sky and its subsidiaries (Group) for the financial year ended 30 June 2021.

This document should be read in conjunction with the 2021 Annual Report and any public

announcements made in the period by the Group.

---

SKY Network Television Limited
10 Panorama Road, Mt Wellington

PO Box 9059, Newmarket

Auckland, New Zealand

Tel: +64 579 9999

Fax: +64 525 8324

www.skytv.co.nz





Director’s Declaration



The directors declare that the consolidated financial statements:



(i) comply with New Zealand International Financial Reporting Standards


(ii) give a true and fair view of the financial position of Sky Network Television Limited and its

subsidiaries as at 30 June 2021 and of their performance, as represented by the results of

their operations and their cash flows for the year ended on that date.



In the directors’ opinion at the date of this declaration there are reasonable grounds to believe that

Sky Network Television Limited will be able to pay its debts as and when they become due and

payable.



This declaration is made in accordance with a resolution of directors and is signed for and on

behalf of the Board of directors.



Dated at Auckland this 24th day of August 2021.






Philip Bowman Keith Smith

Director and Chairman Director

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.