2021 Notice of Annual Meeting and Proxy Form
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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