NOTICE OF ANNUAL MEETING AND ANNUAL MEETING

Notice of
Annual Meeting
2021

23
Dear Shareholder and/or Bondholder
The SkyCity Board invites you to attend the 2021
Annual Meeting of SkyCity Entertainment
Group Limited.
Given the ongoing impacts of the COVID-19 pandemic,
this year’s Annual Meeting will be held virtually
via an online platform on Friday 29 October 2021
commencing at 1.00pm (New Zealand time).
Instructions and further details on how to participate
in the virtual Annual Meeting are set out in the
Explanatory Notes in this Notice of Annual Meeting
and the accompanying Virtual Meeting Guide.
The SkyCity Board and management look forward
to welcoming you to the 2021 Annual Meeting.
On behalf of the SkyCity Board
Jo Wong
Company Secretary

27 September 2021

45
Explanatory Notes
Virtual Meeting
All shareholders and bondholders will have the
opportunity to attend the Annual Meeting online
through the Computershare Meeting Platform using a
computer, laptop, tablet or smartphone – simply visit
https://meetnow.global/nz and follow the prompts
under the ‘SkyCity Entertainment Group Limited
Annual Meeting’ icon. Your browser will need to be
compatible with the latest version of Chrome, Safari,
Edge or Firefox.
If you are a shareholder, you will also need your
CSN/Securityholder Number, which can be found on
your proxy form or email invitation (where applicable).
Shareholders and bondholders will be able to view
the presentations on their selected devices. Audio will
stream through your selected device, so please ensure
that the volume control on your headphones or
device is turned up. Instructions on how to participate
‘virtually’ are provided in the accompanying Virtual
Meeting Guide.
Shareholders will be able to vote on the resolutions to
be put to shareholders and will have the ability to ask
questions on their selected devices. Bondholders who
are not also shareholders are invited to attend the
Annual Meeting as a guest but are not entitled to
vote on the resolutions or ask questions on their
selected devices.
Shareholders will still be able to appoint a proxy to
vote for them, as they otherwise would, by following
the instructions on the proxy form and in this Notice
of Annual Meeting.
If you have any questions on, or need assistance with,
the online process, please contact Computershare
on +64 9 488 8777 between 8.30am and 5.00pm
(New Zealand time) Monday to Friday.
Annual Meeting of Shareholders
Friday 29 October 2021 commencing at 1.00pm
(New Zealand time)
Business and Agenda of the Meeting
A. Chair’s Address
B. Chief Executive Officer’s Address
C. General Business and
Shareholder/Bondholder Questions
Response to questions submitted prior to the
Annual Meeting (to the extent the questions
have not already been addressed in the
above addresses) and questions raised at
the Annual Meeting
D. Resolutions
Shareholders will be asked to consider and,
if thought appropriate, pass the following
ordinary resolutions:
1. To elect Silvana Schenone
Silvana Schenone retires from office at
the Annual Meeting and, being eligible,
offers herself for election
2. To elect Julian Cook
Julian Cook retires from office at the
Annual Meeting and, being eligible,
offers himself for election
3. To elect Chad Barton
Chad Barton retires from office at the
Annual Meeting and, being eligible,
offers himself for election
4. To authorise the directors to fix the
fees and expenses of the auditor of
the company
Pursuant to section 105(2) of the Companies
Act 1993, an ordinary resolution means a
resolution passed by a simple majority of
votes of those shareholders entitled to
vote and voting.
Further information relating to the
resolutions is set out in the Explanatory
Notes accompanying this Notice
of Annual Meeting.

67
A proxy need not be a shareholder and may be
appointed online or by completing the proxy form
accompanying this Notice of Annual Meeting.
A proxy appointment must be made online at
www.investorvote.co.nz or, if you complete the
accompanying form, received by Computershare
Investor Services Limited, Level 2, 159 Hurstmere Road,
Takapuna, Private Bag 92119, Auckland 1142 by no
later than 1.00pm (New Zealand time) on Wednesday
27 October 2021.
If, in appointing your proxy, you do not name a
person to be your proxy (either online or on the
accompanying form), or your named proxy does not
attend the Annual Meeting, the Chair of the Annual
Meeting will be your proxy and may only vote in
accordance with your express direction.
You may appoint the Chair of the Annual Meeting as
your proxy. If you appoint the Chair as proxy and have
marked the ‘proxy discretion’ box in relation to any
of resolutions 1 to 4, the Chairman will vote for that
resolution.
Recording
A recording of the Annual Meeting will be
available on the company’s website
(www.skycityentertainmentgroup.com) following
the Annual Meeting.
Shareholder/Bondholder Questions
Shareholders and bondholders are invited to submit
questions prior to the Annual Meeting by post
(PO Box 6443, Wellesley Street, Auckland) or by
email (sceginfo@skycity.co.nz).
SkyCity will aggregate the main themes of the
questions received by 5.00pm (New Zealand time) on
Friday 22 October 2021 and respond to them at the
Annual Meeting. This means that not every question
submitted will be answered individually and some
questions may be covered in the Chair’s Address or
Chief Executive Officer’s address.
Voting
Voting at the Annual Meeting will be, as has been the
practice in the past, by way of poll.
Results of voting will be posted on the company’s
website (www.skycityentertainmentgroup.com) and
the NZX and ASX following the conclusion of the
Annual Meeting and finalisation of the voting results.
Proxies
All shareholders are entitled to attend and vote
at the Annual Meeting or to appoint a proxy or
representative (in the case of a corporate shareholder)
to attend and vote on their behalf. Shareholders can
still attend the meeting even if they have appointed a
proxy (although they will not be able to vote if a proxy
has been appointed).
Shareholders who wish to vote by appointing a proxy
to vote on their behalf may direct their proxy to vote
for or against a resolution, to abstain from voting or to
exercise their discretion as to how to vote. Please note
that your proxy will not be able to vote at the Annual
Meeting unless you have provided a voting direction
or discretion.

89
RESOLUTION 2
Election of Julian Cook
Julian Cook was appointed to
the Board by directors in
June 2021. He retires at the
Annual Meeting and offers
himself for election
in accordance with NZX
Listing Rule 2.7.1.
Julian is a member of each of
the Audit and Risk Committee, People and Culture
Committee and Governance and Nominations
Committee.
Julian is the former Chief Executive Officer of
Summerset Group Holdings Limited. Prior to
becoming Chief Executive Officer in 2014, he was
Summerset’s Chief Financial Officer where he oversaw
the company’s transition to become a publicly
listed company on the NZX and ASX. Prior to joining
Summerset in 2010, Julian was an Associate Director
at Macquarie Group where he gained significant
experience in the energy, industrial services, tourism
and aged care sectors over a 12-year career.
Julian is currently a director of WEL Networks Limited
and holds a Master of Finance from Victoria University
and a Master of Science from the University of
Waikato.
The Board considers Julian to be an independent
director and unanimously recommends that
shareholders vote in favour of his election.
Resolutions
RESOLUTION 1
Election of Silvana Schenone
Silvana Schenone was
appointed to the Board
by directors in June 2021.
She retires at the Annual
Meeting and offers herself
for election in accordance
with NZX Listing Rule 2.7.1.
Silvana is a member of each
of the People and Culture Committee, Sustainability
Committee and Governance and Nominations
Committee.
Silvana is a corporate partner at
MinterEllisonRuddWatts in Auckland where she
leads the firm’s Corporate division. She has extensive
expertise in mergers and acquisitions, private equity
investments, takeovers, scheme of arrangements,
capital raisings and corporate governance matters.
Silvana is recognised internationally for her
commercial acumen and negotiation skills, and is a
thought leader on corporate governance issues.
Committed to championing greater diversity, Silvana
is a founding member of OnBeingBold. She is also a
Board member of the New Zealand Takeovers Panel
and holds a Master of Laws from Harvard University.
Prior to joining MinterEllisonRuddWatts in 2007,
Silvana was a corporate lawyer at Sullivan & Cromwell
LLP in New York and prior to that at Cariola Diez
Perez-Cotapos in Chile.
The Board considers Silvana to be an independent
director and unanimously recommends that
shareholders vote in favour of her election.

1011
RESOLUTION 4
Remuneration of Auditor
Section 207T of the Companies Act 1993 provides that a
company’s auditor is automatically re-appointed at an
annual meeting of shareholders of the company unless
there is a resolution or other reason for the auditor
not to be re-appointed. PricewaterhouseCoopers will
automatically be re-appointed as the auditor of the
company at the Annual Meeting.
Section 207S of the Companies Act 1993 provides that
the fees and expenses of PricewaterhouseCoopers
as auditor are to be fixed in such a manner as the
company determines at the annual meeting.
The Board proposes that, consistent with commercial
practice, the auditor’s fees should be fixed by the
directors. Authority for the directors to fix the fees and
expenses of the auditor is a resolution at each annual
meeting of shareholders of the company.
RESOLUTION 3
Election of Chad Barton
Chad Barton was appointed
to the Board by directors
in June 2021. He retires at
the Annual Meeting and
offers himself for election in
accordance with NZX Listing
Rule 2.7.1.
Chad is a member of each of
the Audit and Risk Committee, People and Culture
Committee and Governance and Nominations
Committee.
Chad has extensive experience across finance,
capital markets, mergers, acquisitions and property
development. He is currently the Interim Chief
Financial Officer of Nuix Limited, an ASX-listed
global software company, and was the Chief
Financial Officer of ASX-listed companies The Star
Entertainment Group Limited from 2014 to 2019 and
Salmat Limited from 2009 to 2014. Prior to this,
he was Chief Financial Officer of the Australia and
New Zealand business of Electronic Data Systems
from 2006 to 2009.
Chad, as founding Chairperson, established Women
in Gaming & Hospitality Australasia to achieve gender
equity and support the development and success
of women in the gaming industry. He is currently a
director of NeuRA (Neuroscience Research Australia)
Foundation and a member of the Australian Institute
of Company Directors and Chartered Accountants
ANZ and holds a Bachelor of Business from the
University of Technology in Sydney.
The Board considers Chad to be an independent
director and unanimously recommends that
shareholders vote in favour of his election.

skycityentertainmentgroup.com

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GO ONLINE TO APPOINT A PROXY OR TURN OVER TO COMPLETE THIS FORM
VIRTUAL MEETING
YOUR SECURE ACCESS INFORMATION
Control Number: CSN/Securityholder Number:
Please note: You will need your CSN/Securityholder Number and postcode (or country of residence if you
reside outside of New Zealand) to securely access InvestorVote and appoint your proxy online.
www.investorvote.co.nz
Lodge your proxy online – 24 hours a day, 7 days a week
Smartphone
Scan the QR code
For your proxy appointment to be effective, it must be received by 1.00pm (New Zealand time) on Wednesday 27 October 2021.
Appointment of Proxy
If you do not plan to attend the meeting, you can appoint a proxy
to attend the meeting and vote on your behalf. A proxy need
not be a SkyCity shareholder. You can appoint a proxy online at
www.investorvote.co.nz or complete the form overleaf and forward it to
Computershare Investor Services Limited at the contact details above.
If, in appointing your proxy, you do not name a person to be your proxy
(either online or on this form), or your named proxy does not attend the
meeting, the Chairperson of the meeting will be your proxy and may
only vote in accordance with your express direction.
If returning your form by post, it must be received by Computershare
Investor Services Limited no later than 1.00pm (New Zealand time) on
Wednesday 27 October 2021.
The Chairperson of the meeting is willing to act as proxy for any
securityholder who wishes to appoint him/her for that purpose
– simply insert 'the Chairperson' in 'Step 1' of this form overleaf.
Direct your proxy how to vote by marking the ‘for’, ‘against’ or ‘abstain’
box beside each resolution OR marking the ‘proxy discretion’ box.
You can direct your proxy in respect of one or more resolutions and
give your proxy discretion in respect of other resolutions. Note that:
• if your proxy is excluded from voting on a resolution for any reason
and you mark the ‘proxy discretion’ box, they will not be able to vote
on that resolution on your behalf, however they may vote if you give
them a voting direction;
• if you do not mark any box for a resolution, then the direction to your
proxy is to abstain from voting on that resolution; and
• if you mark more than one box for a resolution, your vote will be
invalid on that resolution.
If you appoint the Chairperson as proxy and have marked the ‘proxy
discretion’ box in relation to any of resolutions 1–4, the Chairperson will vote
for that resolution.
Signing Instructions if you are Completing this Form
INDIVIDUAL
Where the shareholding is in one name, the securityholder must sign
where provided overleaf.
JOINT HOLDING
Where the shareholding is in more than one name, all of the
securityholders should sign where provided overleaf.
POWER OF ATTORNEY
If this form is being signed under a power of attorney, a copy of the power
of attorney (unless already provided to SkyCity) and a signed certificate of
non-revocation of the power of attorney must accompany this form.
COMPANIES
A duly authorised officer or attorney of the company must sign this form.
Persons who sign on behalf of a company must be acting with that
company’s express or implied authority.
Comments & Questions
If you have any comments or questions for SkyCity, please write them on
a separate sheet of paper and return it with this form.
Given the ongoing impacts of the COVID-19 pandemic, the 2021 Annual Meeting of SkyCity Entertainment Group Limited will be held virtually
via an online platform. All shareholders will have the opportunity to attend and participate in the meeting online via an internet connection
using a computer, laptop, tablet or smartphone.
Please refer to the Virtual Meeting Guide that accompanies this Proxy/Voting Form.
LODGE YOUR PROXY
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
New Zealand
By Fax
+64 9 488 8787
FOR ALL ENQUIRIES CONTACT
+64 9 488 8777
corporateactions@computershare.co.nz
PROXY/VOTING FORM FOR THE 2021 ANNUAL MEETING

ForAgainst
Proxy
Discretion
Abstain
Securityholder 1 Securityholder 2 Securityholder 3
STEP 1
Please note: Shareholders can still attend the meeting even if they have appointed a proxy (although they will not be able
to vote if a proxy has been appointed).
Contact Name Contact Daytime Telephone Date
SIGNATURE OF SECURITYHOLDER(S) This section must be completed.
Ordinary Business
Item 1 To elect Silvana Schenone as a director
Item 2 To elect Julian Cook as a director
Item 3 To elect Chad Barton as a director
Item 4 To authorise the directors to fix the auditor's remuneration
Please note: If you mark the 'abstain' box for any resolution, you are directing your proxy NOT to vote on your behalf on that
resolution and your vote will not be counted when calculating the required majority for that resolution.
ITEMS OF BUSINESS - VOTING INSTRUCTIONS/BALLOT PAPER
as my/our proxy to attend and vote for me/us on my/our behalf in accordance with the following directions at the Annual Meeting
of SkyCity Entertainment Group Limited to be held as a virtual meeting on Friday 29 October 2021 commencing at 1.00pm
(New Zealand time) and at any adjournment of that meeting.
hereby appoint
of
or failing him/herof
APPOINT A PROXY TO VOTE ON YOUR BEHALF
SIGN
STEP 2
PROXY/CORPORATE REPRESENTATIVE FORM
The Chairperson of the meeting is willing to act as proxy for any securityholder who wishes to appoint him/her for that purpose. If you wish, you can
appoint the Chairperson as your proxy by inserting 'the Chairperson' below.
I/We, being a shareholder/s of SkyCity Entertainment Group Limited,
This form is to be used to vote as follows on the following:
and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting
(or any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she thinks fit or abstain from voting on each such
resolution. The proxy is appointed only in respect of the above meeting or any adjournment thereof.
If your proxy is not the Chairperson of the meeting or another director of SkyCity Entertainment Group Limited, please ensure that you provide their
contact details (phone and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for
your proxy.
Proxy contact details (Phone): and (Email):
CSN/Securityholder Number:
Number of Shares:

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest v
ersion of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.