Sky Network Television Limited logo

2021 Notice of Annual Meeting and Proxy Form

AGM27 September 2021SKTCommunication Services

Notice is hereby given that the 2021 Annual Meeting of Shareholders of Sky Network
Television Limited (the Company) will be held via the Computershare online web platform

at https://meetnow.global/nz on Thursday 28 October 2021, commencing at 10:00 a.m.

(NZ time).

Due to current COVID-19 related restrictions, the Board has determined a physical meeting is

inappropriate in the circumstances. The virtual meeting (see further details below) will be the

exclusive means of attendance.

Agenda

Ordinary Business

Item 1: Chair’s Address

Item 2: Chief Executive’s Address

Resolutions

Item 3: To consider and, if thought fit, to pass the following ordinary resolutions:

1. Auditors’ remuneration

That the Board be authorised to fix the auditor’s remuneration for the ensuing year.

Re-election of Directors

2. To re-elect Geraldine McBride as a Director

That Geraldine McBride, who retires at the Annual Meeting and is eligible for

re-election, be re-elected as a director of the Company

Item 4: To consider and, if thought fit, to pass the following special resolution:

3. Amendment of constitution

To amend the Company’s constitution in the manner described in the explanatory

notes, with effect from the close of the Annual Meeting.

All resolutions to be put to the meeting are discussed in the explanatory notes.

The Board unanimously supports resolutions 1-3 and recommends that shareholders

vote in favor of them at the Annual Meeting.

Other Business

To consider any other business, including shareholder questions, that may be properly

brought before the meeting.

By order of the Board

James Bishop

Company Secretary

28 September 2021

Notice of Annual Meeting

of Shareholders of

Sky Network Television Limited

Procedural Notes
Resolutions

Resolutions 1 and 2 will each be considered as a

separate ordinary resolution, requiring approval by a

simple majority of the votes of shareholders entitled

to vote and voting on each resolution.

Resolution 3 is a special resolution, requiring approval

by 75% of the votes of the shareholders entitled to

vote and voting on the resolution.

Attendance at Sky’s Annual Meeting

Sky is conducting a virtual only meeting whereby

shareholders will be able to participate virtually through

the Computershare Online Meeting Platform at

https://meetnow.global/nz. To access the meeting,

click ‘Go’ under the Sky TV meeting and then click

‘JOIN MEETING NOW’. You will need the latest version

of Chrome, Safari, Edge or Firefox to access the

meeting. Please ensure your browser is compatible.

The Computershare Online Meeting Platform enables

shareholders to view the meeting and presentations

as well as providing the opportunity to vote and ask

questions. Instructions on how to participate are

available in the Virtual Meeting Guide accompanying

this notice and available on Sky’s website at

www.sky.co.nz/investor-centre/investor-information.

Shareholder Questions

As well as being able to ask questions through the

Online Meeting Platform, shareholders unable to

attend the Annual Shareholder Meeting can

submit questions in advance by emailing these to

investorrelations@sky.co.nz.

Webcast

A recording of the Annual Meeting will be made

available on Sky’s website as soon as practicable

following the meeting at www.sky.co.nz/investor-

centre/investor-information

Voting and Proxies

How to vote

There are three methods by which you can exercise

your right to vote. Namely, by voting online in advance

of the meeting, attending the virtual meeting via the

Computershare Online Meeting Platform and voting

during the meeting or by appointing a proxy to attend

virtually and vote in your place. A voting/proxy form

is enclosed with this notice of meeting and contains

additional details around voting and appointing a proxy.

All voting at the Annual Meeting will be by poll,

as required under the NZX Listing Rules.

Voting online prior to the meeting

You can choose to exercise your vote online at

www.investorvote.co.nz. You will need to provide your

CNZ CSN/Securityholder Number, which can be found

on the proxy form. Online voting prior to the meeting is

available until 10:00am on Tuesday 26 October.

Voting at the virtual meeting

Those attending the virtual meeting via the

Computershare Online Meeting Platform at

https://meetnow.global/nz can cast their vote online

during the meeting. Instructions on how to complete

this process are included in the Virtual Meeting Guide.

If you wish to vote online during the meeting login

as a shareholder using your CSN/Securityholder

Number, which can be found on your proxy form,

for verification purposes.

Appointing a proxy

If you wish to vote by proxy you must complete

the voting/proxy form and ensure it is received by

Computershare no later than 10.00am on Tuesday

26 October 2021 (NZ time). While the completed proxy

form can be sent to Computershare via mail or as an

email attachment, we recommend lodging your proxy

online at www.investorvote.co.nz. You will need

to provide your CNZ CSN/Securityholder Number,

which can be found on your proxy form.

If you wish to appoint a proxy:

• The proxy does not need to be a shareholder.

• You may direct your proxy how to vote, or give your

proxy discretion to vote as they see fit. If you wish to

give your proxy that discretion, you should mark the

appropriate box online or on the voting/proxy form.

If you do not mark any appropriate box online or on

the voting/proxy form then your proxy may vote or

abstain from voting as they see fit.

• The Chair of the meeting, or any other director, is

willing to act as proxy. If you appoint the Chair of the

meeting as proxy but do not direct the Chair how to

vote on a particular resolution then the Chair of the

meeting will vote your shares in favour of each of the

resolutions 1-3.

Explanatory Notes
Resolution 1 – Auditors’ Remuneration

PricewaterhouseCoopers (PwC) is the Company’s

auditor and is automatically reappointed under section

207T of the Companies Act 1993 (Companies Act).

Under section 207S of the Companies Act, auditors’

fees and expenses must be fixed in the manner

determined at the Annual Meeting. Shareholder

approval is therefore sought under this resolution for

the Board to fix the audit fees and expenses of PwC

for the financial year ending 30 June 2022.

Resolution 2– Re-election of Directors

Ordinary Resolution

NZX Listing Rule 2.7.1 and ASX Listing Rule 14.4

provide that a Director must not hold office (without

re-election) past the third annual meeting following

the Director’s appointment or three years, whichever

is longer.

Geraldine McBride

Geraldine McBride retires in accordance with NZX

Listing Rule 2.7.1 and ASX Listing Rule 14.4 and being

eligible, offers herself for re-election. This Annual

Meeting will be the final time that Geraldine offers

herself for re-election.

The Board considers that Geraldine McBride is an

independent director. The Board unanimously supports

her re-election.

Geraldine McBride was first appointed on 13 September

2013 and was last re-elected by shareholders on

18 October 2018. She serves as an Independent

director and also as Chair of the People and

Performance Committee.

As set out in the Annual Report, further renewal of

the Board is ongoing, Geraldine will continue to

support the Chairman and the Board with her skills,

her knowledge of the Company, and the application

of digital technologies during the process of recruiting

and inducting a new director with relevant experience

in the rapidly evolving media sector.

Geraldine is a Digital and AI technology thought

leader with a global career that spans 30 years.

She has international business transformation

experience across many industries including Media

applying data and digital technology to transform

businesses and the customer experience.

She has had 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 technology company focused on Intelligent

Personalisation that puts the customer at the centre

of business.

Resolution 3– Amendment of Constitution

Special Resolution

The Company proposes to amend one technical point

in the Company’s constitution. The amendment is to

allow Board resolutions to be passed in the form of

written resolutions, which will allow the Board to pass

resolutions with less administrative burden.

A copy of the constitution showing the proposed

change may be viewed on the Company’s website at

www.sky.co.nz/investor-centre/investor-information.

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Turn over to complete the form to vote
Your secure access information

Control Number: CSN/Shareholder Number:

PLEASE NOTE: You will need your CSN//Securityholder Number and postcode or country of residence (if outside New Zealand) to

securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.

Proxy/Voting Form

www.investorvote.co.nz

Scan the QR code to vote now.

Smartphone?

Signing Instructions for Proxy/Voting Forms

Individual

Where the holding is in one name, the shareholder must sign.

Joint Holding

In the case of joint shareholders, only one shareholder is required to sign this

form, providing all joint shareholders have authorised the signatory to do so.

Power of Attorney

If this form has been signed under a power of attorney, a copy of the power of

attorney (unless already deposited with the Registrar) and a signed certificate

of non-revocation of the power of attorney must be produced to the Registry

with this Form.

Companies

This form should be signed by a director jointly with another director, or a sole

director can also sign alone. Please sign in the appropriate place and indicate

the office held.

Comments & Questions

If you have any comments or questions for the Company, please write them on

a separate sheet of paper and return with this form.

How to Vote on Items of Business

All your shares in Sky Network Television Limited (the Company) will be voted in

accordance with your directions.

Appointment of Proxy

If you do not plan to attend the virtual meeting, you may appoint a proxy. A proxy

need not be a shareholder of the Company. The Chair of the meeting, or any other

director, is willing to act as proxy for any shareholder who wishes to appoint him or

her for that purpose. To do this, enter ‘the Chair’ or the name of your proxy in the

space allocated in ‘Step 1’ of this form.

If you do not name a person as your proxy, but otherwise complete the proxy form

in full, or your named proxy does not attend the virtual meeting, the Chair will be

appointed your proxy and will vote in accordance with your express direction (subject

to any voting prohibitions), and any discretion granted on how to vote will be voted

in favour of the relevant resolution.

The Chair of the meeting intends to vote all discretionary proxies in favour of

resolutions 1-3.

Voting of your holding

Direct your proxy how to vote by marking one of the boxes opposite each item

of business. If you do not mark a box your proxy may vote or abstain from voting as

they choose to the extent permitted by law and the relevant listing rules. If you mark

more than one box on an item your vote will be invalid on that item.

Attending the Virtual Meeting

All shareholders will have the option to attend, vote and participate in the Annual

Shareholder Meeting online via an internet connection using a laptop, tablet

or smartphone. For further details see the Virtual Meeting Guide that accompanies

this form. If a representative of a corporate security holder or proxy is to attend the

virtual Meeting, they may need to provide evidence of your authorisation to act prior

to admission.

Lodge your proxy

By Email

corporateactions@computershare.co.nz please use

“SKT Proxy” in the subject line

Online

www.investorvote.co.nz

By Mail

Computershare Investor Services Limited

Private Bag 92119, Auckland 1142, New Zealand

For all enquiries contact

+64 9 488 8777

corporateactions@computershare.co.nz

Lodge your vote or proxy online, 24 hours a day, 7 days a week:

For your proxy to be effective it must be received by 10.00am Tuesday 26 October 2021.

VIRTUAL MEETING

Due to the ongoing public health restrictions relating to the spread of COVID-19, Sky Network Television will hold its Annual Meeting as a

virtual annual meeting. All shareholders will have the opportunity to attend and participate in the 2021 Annual Meeting online via an

internet connection (using a computer, laptop, tablet or smartphone). The Virtual meeting will be accessible on both desktop and mobile

devices. Please refer to the Virtual Meeting Guide that accompanies this Proxy/Voting Form.

Sky Network Television Limited

STEP 2
For

Against

Abstain

Proxy

Discretion

Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)

Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted.

If you mark the Proxy Discretion box, your proxy may vote or abstain from voting as they see fit (to the extent permitted by law and the

relevant listing rules). The Chair and the other directors intend to vote all undirected proxies in favour of each of the resolutions, subject to the

voting restrictions described below.

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the virtual Annual Meeting of the shareholders

of Sky Network Television Limited (the “Company”) to be held online on Thursday 28 October 2021, commencing at 10:00am (NZ time) and at any adjournment of

that meeting.

hereby appoint of

or failing him/herof

Appoint a Proxy to Vote on Your Behalf

STEP 1

Signature of Shareholder(s) This section must be completed.

Shareholder 1Shareholder 2Shareholder 3

or Sole Director/Directoror Director (if more than one)

Contact Name Contact Daytime Telephone Date

SIGN

Proxy/Voting Form

Ordinary Resolutions

1.

That the Board be authorised to fix the auditors’ remuneration.

2.

To re-elect Geraldine McBride as a Director.

Special Resolution

3.

To amend the Company’s constitution in the manner described in the explanatory notes.

I/We being a shareholder/s of Sky Network Television Limited

If your proxy is not the Chairman of the Meeting or any other director of the Company, 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):

---

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.

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

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