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Sky Announces Full Year Results

Full Year Results24 August 2022SKTCommunication Services

1

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






25 August 2022

Sky Delivers Strong Result and Announces Capital Return and

Confident Commencement of Dividends


Sky Network Television Limited (Sky) has delivered a strong result for the 2022 financial year, driven

by a return to growth in core revenue, cost control and a clear focus on execution of strategy.

Sky has also provided an update on its capital management strategy, with Chair Philip Bowman saying:

“Sky is in a solid cash position resulting from strong and sustainable cash generation and the sale of

the Mt Wellington properties. In addition, we have an improved earnings outlook, and access to an

undrawn banking facility of $150 million.”

“Against this backdrop the Board has established a capital allocation framework that provides the

opportunity to return capital of approximately $70 million to shareholders and deliver a sustainable

dividend whilst also reinvesting in the business to support future growth and value creation.”

Key points of today’s announcement:

 Customer relationships grow to 990,761 (+4%)

 Revenue growth of $24.9 million to $736.1 million (+4%), fuelled by increase in core subscription

revenue and growth in average revenue per user (ARPU) for both Sky Box and Streaming

 The strong cost focus delivers $35 million of permanent and one-off operating cost savings in line

with Sky’s December guidance update

 EBITDA of $169.0 million ($153.7 million adjusted for one-offs including $14.0 million gain on

property sale)

 Reported NPAT of $62.2 million (+41%) / Adjusted NPAT

1

of $49.2 million (+12%), above the

guidance range

 Confident return to paying dividends with a fully imputed final dividend of 7.3 cents


per share

(60% of Free Cash Flow

2

).


1

Adjusted NPAT has been provided as this gives a useful comparison for evaluating the underlying performance of the

business as it adjusts for one-off items, including the gain on sale of the property. A reconciliation to GAAP is available in

the Financial Overview of Sky’s 2022 Annual Report.

2

Free Cash Flow is defined as net cash from operating activities, less net cash used in investing activities, less payments for

lease liability principal, and excludes proceeds from sale of Mt Wellington properties. 60% ratio is based on smoothed cash

flow across the year.


Commenting on the results, Chief Executive Sophie Moloney said: “This strong result delivers on the

promise that Sky has reached a positive inflection point, with the trends we reported in the first six

months now firmly established.”

“Our focus on what matters most – our Customers, Content, Crew and Capability – is achieving results,

and, encouragingly, means we outperformed against a number of our FY22 targets as the team

continued to deliver for our customers, partners and investors.

Customers

Sky’s customer relationships grew by 4%, led by strong gains in Streaming, including 14% growth in

Neon and an impressive 53% growth in Sky Sport Now (cementing its position as the #1 streaming

sports app for regular and casual sports fans). While Sky Box customer numbers are down 4.5%, Sky’s

more deliberate acquisition strategy (designed to reduce early tenure churn and no longer involving

deep discounts) is starting to pay off and is expected to deliver valuable improvements in churn and

Sky Box revenue. Sky Broadband customers were close to 18,000 after the first full year in market,

achieving the targeted attachment rate to Sky Box of 3.3%.

Sophie Moloney commented: “The launch of the new hybrid Sky Box is a transformational moment

for Sky, delivering unmatched choice and ease for our customers. Feedback from customers involved

throughout the development process has been overwhelmingly positive, and we can’t wait to share it

with more New Zealanders. At the same time, our crew have been busy developing options to meet

the particular needs of our customers on the soon-to-close Vodafone TV service, and we look forward

to welcoming these customers to a total Sky experience.”

Content

“Sky’s unmatched line-up of sport and entertainment content plays a significant role in attracting new

customers and keeping them engaged. We are delighted to have won and renewed a number of key

content rights during FY22. These include important wins like the Premier League which returned to

Sky’s screens earlier this month and is already making a positive impact on customer engagement, as

well as securing great content from ViacomCBS (now Paramount) and WarnerMedia as part of our

extensive entertainment offering.”

“While our programming costs line is significant, content is at the core of our business. As the ultimate

aggregator of the biggest bundle of content in the New Zealand market, it’s the power of our platform

(across Sky Box, streaming, Sky Business and free-to-air) that enables us to maximise the value of this

investment, and at the same time deliver value for our customers and rewarding relationships for our

partners.”

Financial

Revenue growth of 4% to $736.1 million was driven by strong growth in Streaming of 27%, continued

improvement in Sky Box revenue decline from 8.6% in FY21 to 3.4% in FY22, an initial contribution

from Sky Broadband, and continued recovery in Commercial and Advertising revenues.

“It is very pleasing to demonstrate that the return to revenue uplift we reported at our interim results

has translated to full year growth, with an improving trend in Sky Box, and all other revenue lines


having grown. Importantly, this result also included increases in average revenue per user (ARPU)

across both Sky Box and Streaming,” said Sophie Moloney.

Other income increased by 7% and included the $14.0 million gain from the sale of Sky’s Mt Wellington

properties (for $56.0 million) which completed in March 2022.

“While the 2022 financial year included an expected step-up in sports and entertainment

programming costs, our wide-ranging cost review announced in December 2021 identified total

potential cost savings of $40 to $45 million, and we have delivered on that promise with today’s result

having realised savings of $42 million across opex and capex. Our focus on costs remains and whilst

investment to fuel future growth will involve increased operational and capex spending - including for

the rollout of the new Sky Box to customers - this will be partly off-set through further permanent

savings already in our sights.”

Reported NPAT increased to $62.2 million (+41%) with Adjusted NPAT of $49.2 million (+12%), above

the guidance range.

Capital Management

As previously indicated, the Board and Management have undertaken a detailed review of Sky’s

capital management strategy, taking into consideration likely capital needs, opportunities to invest to

drive future growth as well as future performance projections.

All capital return options were reviewed and after careful consideration, including taking into account

shareholder feedback and input from advisors, the Board will propose to the 2022 Annual Shareholder

Meeting a return of capital of approximately $70 million through a Court sanctioned pro rata share

cancellation – a return of approximately 40 cents per share held on the record date to shareholders

(subject to rounding)

3

.

This approach was selected as the most appropriate way to return a significant sum to shareholders,

offering a fair and efficient mechanism that treats all shareholders equally.

The Board has also approved a final dividend of 7.3 cents per share (fully imputed), equivalent to 60%

of Free Cash Flow

2

, to be paid on 23 September 2022.

Philip Bowman thanked shareholders for their support, noting that: “Not only have we made good

progress against strategy, but improved financial performance combined with greater confidence in

the future has allowed the Board to declare the final dividend for FY22 as well as the capital return.”

"These initiatives strike a careful balance between returning surplus capital, providing an income

stream to shareholders, and retaining the flexibility to invest for future growth.”


3

The capital return will result in the cancellation of shares, with shareholders receiving payment for each share cancelled.

The price per share cancelled and cancellation ratio will be determined closer to the time, and are expected to be set such

that, where no rounding is applied to a shareholder, that shareholder will receive 40 cents per share held on the record

date. Fractional entitlements will be rounded, such that shareholders may receive more, or less, than 40 cents per share

held on the record date where rounding is applied to them.


An indicative timetable and key facts regarding the return are included at the end of this release and

further information will be provided in the Notice of Meeting which will be sent to shareholders in

advance of Sky’s Annual Meeting to be held on 2 November 2022.

Outlook

Sky expects to see continued growth in customer numbers and revenue. While FY23 will include the

anticipated increase in programming costs, this will be partly offset by the full year benefit of FY22

permanent cost savings and next phase of cost reduction measures. Capital investment will increase

largely due to the roll-out of the new Sky Box and is likely to remain elevated in FY24 before reducing

thereafter.

In addition to the investment in the new Sky Box roll-out, FY23 will see Sky invest further to fuel growth

through continuing the digital transformation of its technology platform, enhancing data analytics

capabilities, developing digital engagement channels and expanding its capability in advertising.

Sky has released guidance for FY23 including Revenue of $750 to $770 million; EBITDA of $150 to $170

million (midpoint of 4.1% above FY22 EBITDA on a normalised basis); NPAT of $50 to $60 million and

Capex of $60 to $75 million.

Sky’s balance sheet, supported by an undrawn bank facility of $150 million, is expected to remain

strong following the return of capital. Based on delivery of the recent guidance referenced above, the

Board anticipates paying FY23 dividends at the upper end of the target pay out range of 50% to 80%

of Free Cash Flow (excluding one-offs), and expects total dividends in the range of $17 to $23 million

in FY23.

Sophie Moloney said: “While there are clear economic headwinds in the current financial year, we are

looking with confidence to FY24 and beyond, as we move beyond this inflection point and position the

business to capture the opportunities that are firmly within our sights.”

ENDS

Authorised by: Sophie Moloney, Chief Executive Officer


Sky will hold a webcast briefing at 10:30am (NZT) to discuss the results. Details on how to participate

are available here: https://www.nzx.com/announcements/396146



Investor queries to: Media queries to:

Tom Gordon Chris Major

Chief Financial Officer Chief Corporate Affairs Officer

+64 21 190 0828 +64 29 917 6127

tom.gordon@sky.co.nz chris.major@sky.co.nz



Additional information regarding the proposed return of capital to shareholders

Key facts:

 Total cash return to shareholders of approximately $70 million expected in late November 2022.

 Capital return to take place by way of a High Court approved scheme of arrangement with

shareholder approval being sought at Sky’s Annual Meeting on 2 November 2022.

 Sky will seek a binding ruling from the Commissioner of Inland Revenue to confirm the proposed

return of capital is not in lieu of a dividend. A class ruling from the Australian Taxation Office

(ATO) will also be sought.

 The capital return will result in the cancellation of shares, with shareholders receiving payment

for each share cancelled. The price and cancellation ratio will be determined closer to the time.

 The capital return will not alter shareholders’ proportionate shareholding in the Company or

future voting and distribution rights.

 Sky shareholders will receive more information regarding the capital return in the Notice of

Meeting that is expected to be released in October.


Indicative timetable:

EVENT DATE

Notice of meeting distributed October

Annual Meeting/shareholder vote 2 November 2022

Final orders made by High Court mid-November 2022

Payment to shareholders late-November 2022

*

Dates above are indicative only.

---

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



Results for announcement to the market

Name of issuer Sky Network Television Limited

Reporting Period 12 months to 30 June 2022

Previous Reporting Period 12 months to 30 June 2021

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$736,111 3.5% increase

Total Revenue $736,111 3.5% increase

Net profit/(loss) from

continuing operations

$62,145 41.4% increase

Total net profit/(loss) $62,212 40.5% increase

Final Dividend

Amount per Quoted Equity

Security

$0.073

Imputed amount per Quoted

Equity Security

$0.02838889

Record Date 9 September 2022

Dividend Payment Date 23 September 2022

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$ 1.1124 $0.6312

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 person


authorised

to make this announcement

Tom Gordon

Contact person for this

announcement

Tom Gordon

Contact phone number

+64 21 1900 828


Contact email address Tom.Gordon@sky.co.nz

Date of release through MAP


25/08/2022


Audited financial statements accompany this announcement.

---

Distribution Notice

Updated as at June 2022





Please note: all cash amounts in this form should be provided to 8 decimal places, including zeros (ie 0.01001000)


Section 1: Issuer information

Name of issuer Sky Network Television Limited

Financial product name/description Ordinary Shares

NZX ticker code SKT

ISIN (If unknown, check on NZX

website)

NZDKTE0001S6

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date 09/09/2022

Ex-Date (one business day before the

Record Date)

08/09/2022

Payment date (and allotment date for

DRP)

23/09/2022

Total monies associated with the

distribution

$12,752,248

Source of distribution (for example,

retained earnings)

Retained Earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution $0.10138889

Gross taxable amount $0.10138889

Total cash distribution $0.07300000

Excluded amount (applicable to listed

PIEs)

N/A

Supplementary distribution amount $0.01288235

Section 3: Imputation credits and Resident Withholding Tax

Is the distribution imputed


Fully imputed X

Partial imputation

No imputation

If fully or partially imputed, please

state imputation rate as % applied

28%

Imputation tax credits per financial

product

$0.02838889

Resident Withholding Tax per

financial product

$0.00506944



Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Tom Gordon

Contact person for this

announcement

Tom Gordon

Contact phone number +64 211 900 828

Contact email address tom.gordon@sky.co.nz

Date of release through MAP


25/08/2022

---

2022 ANNUAL REPORT
YOUR

Contents
Chairman’s Letter

CEO Update

FY22 At a Glance

Our Strategy

Our Priorities

Sustainability and Sky for Good

Board of Directors

Financials

Other Information

02

04

09

11

12

35

40

42

105

FRONT COVER IMAGE:

Teen Titans Go!

all to myself

Léla's Mum gets her set up

on the iPad so she can watch

her favourite content.

Never miss a moment
With Sky Sport Now, no matter

where he is, Scott's always

got the score. Even while doing

the housework, supposedly.

Sky / 2022 Annual Report

1

Chairman’s
Letter

Philip Bowman

Independent Chairman

Our company has ended the financial year

in a much-improved position due to the

hard work by Management and all the

Sky team over the last twelve months.

The strong results for the year were driven by

a return to growth in core revenue, a continued

focus on cost control, and an ongoing

emphasis to build enduring relationships

with content partners and secure the

content that our customers want to view.

Against a difficult macroeconomic outlook

globally, Sky’s balance sheet ended the year

with no borrowings, significant cash on hand

(including the proceeds from the sale of

our Mt Wellington campus), supported by a

business delivering healthy free cashflow.

The Board and Management took time

to explore Sky’s capital management

strategy in the context of available growth

initiatives. These included the evaluation of

a possible acquisition of MediaWorks, which

we subsequently chose not to pursue.

Not only have we made good progress against

strategy, but improved financial performance

combined with greater confidence in the

future has allowed the Board to declare a

final dividend for FY22 of 7.3 cents per share

payable in late September. In addition, the

Board will propose to the Annual Shareholder

Meeting a return of capital of approximately

$70 million, using the mechanism of a Court

sanctioned pro rata share cancellation.

Further detail on the return of capital will be

provided in Sky’s notice of annual meeting.

These initiatives strike a careful balance

between returning surplus capital, providing an

income stream to shareholders, and retaining

the flexibility to invest for future growth.

Welcome to Sky’s

Annual Report for 2022.

2

The momentum within the business as we
entered the new financial year should deliver

continued growth in customer numbers

and revenue to underpin delivery of further

progress against our strategy in FY23. Whilst

there will be an increase in programming

costs due to recent rights renewals, these

will in part be mitigated by Management’s

ongoing focus on cost reduction opportunities.

Capital investment will increase over

recent levels as we deploy the new Sky Box

and other products on the roadmap.

FY23 will also be a crucial year for the business,

requiring the successful delivery of the new Sky

Box, further investment in growth initiatives,

including strengthening our advertising

credentials, and continued enhancements to

our technology and data analytics to improve

customer experience even further. Excellence

in execution will be key, especially against the

local economy which continues to feel the

impacts of COVID-19 restrictions, a shortage

of skilled workers, escalation in wage, salary

and other input costs, as well as the rapidly

rising cost of living. We remain alert to the

unexpected headwinds that may arise from

the current economic challenges facing

New Zealand consumers and businesses.

Sophie and her leadership team are highly

focused on the task ahead. Delivering on the

year’s goals will take a lot of hard work and

an absolute determination to continue to

transform Sky to meet competitive pressures.

The team have demonstrated their ability to

overcome challenges, and to deliver improved

results over the past two years, giving the

Board confidence that Sky will continue to

build on the positive momentum of FY22.

In closing, I would like to extend my thanks

to the Board for their time, challenge, and

contribution over the past year, and to

formally welcome Mark Buckman who joined

us as a Director in March. Geraldine McBride

will stand down from the Board at the time

of the Annual Shareholder Meeting, and I

would like to recognise her service to Sky

over the past nine years. The Board also

wishes to thank Sophie and her leadership

team for the value that their efforts and

commitment has delivered to shareholders.

My final words are reserved for you, our

investors. We value your support and

acknowledge that it has been a long road

back from the nadir of the capital raise to

the much-improved position we are in today.

Thank you for your belief in Sky through

these difficult times. Having declared our

first dividend for several years, the Board

is committed to delivering increased

dividends based on growth in free cash flow

in line with the policy that we previously

announced. Going forward, we will look

to pay approximately 40% of the annual

dividend by way of an Interim distribution,

in accordance with the dividend policy.

I look forward to meeting with a number of

you in person and having the opportunity

to address all shareholders further at the

Annual Shareholder Meeting on 2 November.

Philip Bowman

Independent Chairman

3

Sky / 2022 Annual Report

3

4
CEO’s

Update

At the Interim Results in February I talked

about Sky being at a positive inflection

point in terms of our top-line growth.

I’m delighted to demonstrate that

this positive trend is firmly established

and gaining momentum - with more

opportunity ahead of us, as we deliver on

key projects such as the new Sky Box.

Dear Shareholders,

It is my pleasure to

report to you on our

progress in the past

financial year, and to

highlight our plans for

FY23. Today’s results

reflect the hard work

of the Sky team, and

we are proud to share

this update with you,

our owners.

Sophie Moloney

Chief Executive Officer

4

Sky / 2022 Annual Report
55

My team and I are firmly focused on execution

and FY22 has seen a number of important

milestones achieved as a result. Critically, our

return to revenue growth – for the first time

in six years – is a strong sign of the appeal

of Sky’s content and the turnaround we’ve

achieved. Of note:

• We’re stabilising our Sky Box revenue, driven by

improving customer tenure and average revenue

per user (ARPU) growth

• We achieved impressive growth in streaming from

Neon and more so in Sky Sport Now, which is really

hitting its straps and is a clear #1 in sports streaming

in Aotearoa New Zealand

• We are seeing the start of the recovery in our

Sky Commercial Business as our hospitality and

accommodation customers emerge from a

challenging period.

This positive progress is supported by a sharp focus on

costs as we deliver on the commitments made in our

7 December 2021 guidance upgrade. Those include

locking in permanent cost savings through spending more

effectively and making reductions where that makes sense.

As a result, we are pleased to report that Sky has delivered

against our increased guidance forecasts, with revenue

of $736.1 million and reported net profit after tax (NPAT)

of $62.2 million. When adjusted for the impact of one-

offs, including a $14 million gain from the sale of our Mt

Wellington properties, our NPAT of $49.2 million is still

slightly above the top of the guidance range.

As the Chair notes, the result of our focused

effort has been a faster return to sustainable

free cash flow levels that now underpins

the return to dividends and will drive future

growth in shareholder returns.

We are grateful for your support while we ‘righted the ship’

and returned Sky to this positive position but, there remains

more to do.

Sky / 2022 Annual Report

6
This year we have been executing at pace on our strategic plan:

We talk often about what we’re here for: to connect our customers with the sport

and entertainment they love, in ways that work for them, right across the country.

We do that across just over 990k customer relationships and we are firmly focused

on serving even more New Zealanders in FY23 – and serving them well.

There are four pillars that drive the execution of our plan (as set out in

more detail on the following pages), alongside our ‘bedrock’ of rapid and

sustained execution to meet or exceed our key performance targets, and

continuing to be a responsible, adaptive and profitable business:

Customer

Our customers are what matter

most, and in the past 12 months

we have further increased our

focus on meeting their needs,

by securing the content they

care about (as highlighted

further below) and by improving

our products and services:

• The launch of our

transformational new Sky

Box is imminent, reinforcing

Sky’s position as the preferred

aggregator platform in

New Zealand, reliably

delivering Sky content, free-

to-air channels and favourite

apps all in one, easy place.

• We have also invested in

the continued growth of

our streaming services, with

the new Sky Sport Now

platform launched earlier this

week, offering an enhanced

experience for our customers.

• Sky Broadband continues to

deliver on our ‘untelco-like’

customer promise, offering a

great service to our customers.

We have started to report

our Sky Broadband numbers

in our Results, and the good

news is that the attachment

rate is in line with the internal

target we set - but, of course,

we want to see more of our

Sky Box customers enjoying

this quality service.

• This year we have reinforced

the importance of our free-to-

air channel Prime. Our goal is

to meet all New Zealanders

wherever they are, and having a

strong, advertising-supported,

free-to-air offering alongside

our suite of paid services

allows us to do that. The

strong viewership of the recent

Birmingham Commonwealth

Games on Sky, Sky Sport Now

and Prime is a great example

of this approach in action.

Content

One of the challenges of writing

a concise Annual Report is

trying to fully capture the depth

and breadth of our great sport

and entertainment content!

As we set out on page 20, our

combined content offering is

unmatched in this market.

Each week I am reminded about

the power and the joy of being

‘customer segment’ focused, as

we look at our viewership data and

see the clear differences between

those customers happily consuming

and recording linear content via

the Sky Box and those on our

digital streaming services, including

Sky Go. From an entertainment

programming perspective, while

a wonderful ‘procedural’ like Vera

happily wins out week-on-week

during recent months on the Box,

Love Island UK has been the recent

winner on the streaming side. This

serves to confirm the power of our

insights and our platform to meet

customers’ viewing needs whatever

their life stage and preferences.

We continue to focus on securing

the rights that matter to our

customers. In the past year this has

included important wins like the

Premier League as well as securing

great entertainment content

from NBCUniversal, Paramount

and WarnerMedia. Of course,

the content market is an ever-

changing landscape and, due to

our aggregator platform strength,

we continue to be confident about

the value we can offer to partners

and customers, including the

opportunity for bundling direct-

to-consumer apps with our core

services, as well as bundling content

packages, in innovative ways.

On the local front, we are proud of

the work of our talented team at

Sky Originals (with more details set

out on page 25), and grateful for

our partnerships with NZ on Air, the

New Zealand Film Commission and

Te Māngai Pāho. Telling local stories

and supporting the local creative

sector are important to us, and a

core part of being a Kiwi company.

Crew

My team and I are driven by our

promise to make Sky a productive

place for our crew to do their best

work. In the past year we have put

a greater emphasis on leadership,

operating in a more ‘agile’ way and

supporting hybrid working habits.

We’ve made some positive progress,

but the journey is ongoing.

I am immensely proud of our teams

for their work this year and I’m

Sky / 2022 Annual Report
77

grateful to every crew member

who has strived to deliver for our

customers every day – sometimes

in tough circumstances.

As set out on page 32, it is

noteworthy that despite COVID-19

interruptions and restrictions

(including extended periods of

working from home), an intense

year of technology development,

and periods of change and

disruption (including moving to

new premises), our teams delivered

great content to our customers

24 hours a day, 365 days of the year.

Capability

When we talk about ‘capability’,

we mean deploying the right

technology and data solutions

(both our own and those

provided by our partners) to

deliver for our customers.

Our strategy is two-fold; invest

in our own capability where that

makes sense, and work with

excellent partners when they

can bring more to the table.

We have made some good

progress in FY22, but there is

more to be done. In FY23 we will

make targeted investments in

our digital advertising capability

so that we can achieve a more

meaningful share of New Zealand’s

significant advertising pie in the

years to come, alongside further

targeted investment to enable

more sophisticated data analytics

and insights.

Sustainability – and

using Sky ‘for Good’

I made a commitment in my letter

last year that we would make more

meaningful progress in this area

in FY22, and I’m pleased to report

that we are well on the journey.

We outline on page 37 the steps

we are taking to monitor and

manage our environmental

footprint (including signing

up with highly-regarded Toitū

Envirocare to ensure our process is

robust), and we continue to make

meaningful contributions to the

communities in which we operate.

It is a pleasure to share our Sky

for Good story with you, and I

am committed to building on this

work as we continue our journey.

Looking ahead

We are enthused and optimistic

about the coming year, but there

is also hard work to be done. My

leadership team and I are very clear

that FY23 is a year of delivery:

• We will deliver the new Sky

Box to our customers.

• We will maintain our sharp focus

on costs to ensure we can keep

making the content choices we

know matter to our customers.

• We will invest for future growth,

including more capex to come

with the Sky Box project in

particular, as we roll out boxes

to customers across the country.

• We will deliver new pricing and

packaging to continue to meet

the needs of customers at all

life stages.

• We will lean in on our crew

initiatives and focus on

improving engagement

following a disruptive year.

• And we will invest in data

and technology, to power

decisions, lift capability and

enable new revenue streams

(including in advertising)

to fuel future growth.

My summary of FY22 is that

momentum is building, and

that it’s an exciting time to be

at Sky. Our sights are firmly on

FY24 and beyond, as we move

through this inflection point and

position the business to capture

the opportunities we see ahead.

We couldn’t do it without a

number of key people:

• Our Board, and particularly

Chair Philip Bowman, whose

support and guidance is

valued and always on point.

• My strengthened leadership

team, who have added

much capability and drive

to achieve our strategy.

• Our valued content and

business partners.

• Our hard-working Sky crew,

who strive every day to

deliver for our customers.

• Our customers, including the

lovely group of customers who

participated in our photo shoot

for today’s Annual Report.

Thank you for your business,

your loyalty, and your feedback.

• And you, our investors, for the

confidence you have shown in us,

and at times your patience too.

It continues to be a privilege to

lead Sky at this time, and I look

to FY23 with excitement, energy

and determination.

Ngā mihi nui,

Sophie Maloney

CEO

Sky / 2022 Annual Report

Mixing my favourite
things to do

Kids parked in front of

Nickelodeon, Vibe on in

the kitchen. Welcome to

Charlotte's happy place.

8

REVENUE
$M

736.1

4%4%

TOTAL CUSTOMER

RELATIONSHIPS

990,761

SKY BOX

CUSTOMERS

529,521

EBITDA

$M

169.0

6%

DIVIDEND

(CENTS PER SHARE)

7.3

NPAT

$M

62.2

41%

STREAMING

CUSTOMERS

436,388

FY22 at a glance

FinancialCustomer

9

Sky / 2022 Annual Report

9

Adjusted  15%

Adjusted  12%

10

11
We connect New Zealanders with the sport

and entertainment they love, in ways that

work for them, right across the country.

Rapid and sustained execution to meet or

exceed our key results and continue to be a

responsible, adaptive and profitable business.

Our Customers

Nurture and

grow our

customer

relationships

CUSTOMERS

1

Create and

secure the

best sport and

entertainment

for our

customers

CONTENT

2

CREW

Be a place

where our

crew can

do their

best work

3

CAPABILITY

Develop

or partner

for the

best tech

and data

outcomes

4

WHAT MATTERS MOST?

WHAT DO WE DO?

WHAT WE’RE FOCUSING ON

THE ‘BEDROCK’ OF OUR BUSINESS

Sky / 2022 Annual Report

11

1
Developed from the L.E.K NZ Marketing Sizing study

With greater customer centricity

and empathy we’re making it

easy for more New Zealanders to

be entertained in the ways they

want. Whether that’s a family

night in with Sky Box, catching

the game with mates at the pub,

streaming a favourite show on

the go, or watching a new Sky

Originals show free on Prime.

Customer centricity

starts with a deep

understanding of our

customers, their lives

and their needs.

Our life stage segmentation model

1

helps us understand where we are

today and where the spaces are

for growth. We have five different

segments – Native Streamers,

Heartland Champions, Budget

Conscious Families, Connected

Nesters, and Aspiring Families.

Each segment has unique needs,

behaviours and opportunities and

the framework is a valuable tool

that helps us to create customer

strategies that meet (and ideally

exceed) the expectations of these

consumer groups. We use this

framework to guide customer-

facing initiatives in designing

new products, personalising our

customer experiences, creating

content optimisation strategies

and targeted marketing.

Customers

Our customers are what matter most. We’re focused on connecting

them with great sport and entertainment, in ways that work for

them – wherever they are, and at whatever stage of life. In recent

years we have expanded the number of ways for customers to

be entertained with Sky (and with more to come!), which in turn

delivers on subscriber and engagement growth for Sky.

1

Understanding our customers

12

As the ultimate aggregator of
the biggest bundle of content

in the New Zealand market, it’s

the ‘power of our platform’ that

enables Sky to maximise our

content investments to meet our

broad range of customer needs.

How do we do that? We meet

New Zealanders, wherever they are:

• From the powerful reach of our advertising-

supported, free-to-air channel Prime

• Through to our commercial customers (including

pubs and clubs, hotels and motels, and gyms),

offering another way for New Zealanders

to enjoy and discover Sky content

• Then of course the ease and reliability of our

existing Sky Box, as well as the impending arrival

of our exciting new Sky Box, with its transformed

viewing experience and access to favourite

apps alongside Sky and free-to-air content

• And our streaming products Neon and Sky

Sport Now – which are continually improving

and attracting new audiences.

Read on for more details on how we

connect New Zealanders with the sport

and entertainment they love, in ways that

work for them, right across the country.

Meeting New Zealanders,

wherever they are

Sky / 2022 Annual Report

13

Sky / 2022 Annual Report

The new Sky Box is the most transformational
product we’ve launched since we delivered

MySky in 2007. It will deliver a significant

step up in viewing experience, and we

can’t wait to offer it to our customers.

The development process started back

in 2020 when we began talking to 6,000

customers in our Sky Nation panel about

what they would want to see in the product.

Customer feedback has informed every step

of the journey, including the design of the

experience, the customer messaging, as well

as Sky Rewards offers for our loyal customers.

The new Sky Box is much more than a

box upgrade – it’s the centre of Sky’s new

connected entertainment experience. It brings

together Sky TV, on demand programmes

and streaming apps all in one place, with

access via a personalised home screen and

one remote – making it easy for our customers

to find the shows and sports they love.

The hybrid box combines the reliability of

satellite TV with the flexibility of internet-

delivered on-demand content and streaming

apps to create a customised experience.

We have a dedicated team working on

the box alongside our global partners

and we’re looking forward to it being

in market later this calendar year.

Sky Box customers

Our valued Sky Box customers

make up 53% of our customer base,

and in FY22 they accounted for

a significant 70% of our revenue,

including an increase in average

revenue per customer (ARPU).

It’s been pleasing to see the continued

reduction in churn in our Sky Box customer

base this financial year and we are striving to

improve this further by focusing on delivering

excellent experiences for customers, and

by refining our acquisition and retention

strategies and our customer value plans.

New Sky Box

14

There's lots to
love about the

new Sky Box.

All in one.

The best of Sky Satellite

TV, On Demand and

streaming.

1TB Hard Drive.

With MySky you can

record and keep more

of what you love.

Voice Remote.

Talk to Google to

control your TV

using your voice.

Watch on any screen.

With Sky Go, switch

between screens

from TV to mobile.

With greater emphasis on retention amongst

our loyal Sky Box customers, we set out to

develop a rewards programme in 2021.

Sky Rewards recognises and says “thanks”

to our Sky Box customers, acknowledging

their support. Sky Rewards was launched in

December 2021 and all Sky Box customers

who have subscribed to Sky Starter for

6 months or more are automatically

eligible to choose targeted rewards.

Knowing that Sky customers are with us for

entertainment, we focused on how we can

give them access to even more of it – with

an emphasis on an easy experience. We

offer benefits like channel package ‘unlocks’,

free pay-per-view movies twice a year and

access to MySky. From time to time we also

offer additional benefits (like sports tickets,

cinema premieres and merchandise).

We’ve seen some positive results from Sky

Rewards so far, including an improvement in

churn and customer satisfaction rates from

the customers who have actively participated.

Sky Rewards

Record more.

Now you can record

up to 5 shows while

watching another live.

Sky / 2022 Annual Report

15

Sky / 2022 Annual Report

Keep watching. Anywhere.
Sometimes LJ can't tear

herself away from a good show.

With Neon, she doesn't need to.

16

Sky Sport Now had an exceptional year
and saw significant growth, with customer

numbers increasing by an impressive 53%

year on year.

Our customer insights show us that big

sporting events such as the Olympics and

Bathurst draw in ’casual fans’, who then

get a taste of the steady diet of great

sport across the platform. We’re constantly

working towards retaining these customers

and it’s been pleasing to see growth in more

committed sport fans this past year.

We also look for ways to partner with sporting

bodies to bring in viewers to the streaming app.

We were successful in this endeavour

when we partnered with NZ Football for

the World Cup Qualifying match between

New Zealand and Costa Rica by introducing

a $5 football day pass for Sky Sport Now.

Securing the Premier League rights (for six

seasons, starting this August) adds to the

appeal of Sky Sport Now, with all 380 matches

available live and on-demand, alongside a

significant amount of extra fan content.

Our significant platform upgrade for

Sky Sport Now (in August 2022) delivers

customers an enhanced viewing experience,

with significantly improved picture quality,

enhanced content discovery, and features like

multi-screen viewing and ‘Watch from Start’

(which we know from feedback is something

that customers will love, particularly Premier

League fans catching up on matches from

the previous night).

Our premium entertainment

streaming service Neon has shown

strong growth in the past year.

We’ve had some record days in terms of

viewership numbers and in February 2022

the platform had 255,301 unique viewers over

the month – up 30% since our launch month.

We’ve also added a large amount of premium

content to the service from partnership deals

secured over the past year, including the

ViacomCBS deal announced in December 2021.

The team continuously introduces

improvements to the app, and our customers

notice. And when it comes to the most

popular content, Yellowstone was the most

viewed show of the year with 172,698 viewers,

followed by the second season of break-

out show Euphoria with 161,943 viewers.

Season 8 of Love Island saw 83,438 viewers

at the end of season which was +25% more

unique viewers than Love Island UK S7 (to

date). Other highlights of FY22 included

a total of over 56 million hours of viewing

content – 11% higher than the previous year.

Our streaming services Neon and Sky Sport Now are going from strength

to strength. In FY21 our streaming revenue grew by 24% and we set

a goal of continuing this trend, with a target of 15%-25% annualised

growth in streaming revenue over the following three years. In FY22

we’ve come in above the top of that range, with growth of +27% in our

streaming revenue (to $93m from $73m). As well as delivering superb

content to our streaming customers, our teams have been working

hard over the past year to make improvements to both Sky Sport

Now and Neon so that viewers have the best possible experience.

Streaming

Sky / 2022 Annual Report

17

Sky Broadband has been in market for just
over a year, and we are pleased to celebrate

not only meeting our FY22 targets with 17,975

customers (at June year end), but also the

strength of our customer satisfaction scores.

We’ve focused from day one on delivering

an ‘un-telco’, customer-led service, with an

easy connection experience, a dedicated

New Zealand-based customer support

team and great value pricing – and the

customer satisfaction and NPS scores

show that it’s working for our customers.

In FY23 we continue to pursue growth as

we focus on attachment throughout our

Sky customer relationships, along with

leveraging the opportunity within our Sky

Sport Now and Neon customer base.

Our 6,877 commercial customers are an

important part of the business, providing

access to Sky’s great content to more

New Zealanders - in hotel rooms, licenced

premises, gyms, rest homes, sports clubs

and other venues up and down the country

where New Zealanders can gather to enjoy

sport and entertainment.

We recognised the hardships faced by some

of our commercial customers during the

COVID-19 lockdowns and border restrictions,

and provided significant financial as well

as moral support to help with the eventual

return of their own customers.

It is great to see a strong return of

New Zealanders to socialising with friends

at pubs and clubs and we look forward to

a similar return of international visitors in

the coming period.

Sky Broadband

Sky Business

18

A moment of peace
When Mum's busy, Sky Go

keeps Léla and Imola

occupied. Winning all around.

© 2022 &TM Spin Master Ltd. All rights reserved.

19

Sky / 2022 Annual Report

We know the important role sport
plays in New Zealanders’ lives.

Our team delivers inspirational,

compelling content and works

closely with our partners to innovate

and deliver our customers the

best possible experiences when

watching their favourite sport.

Over the last 12 months it has

been a privilege to deliver to our

customers the record-breaking Tokyo

Olympics and the Winter Olympics

from Beijing, the ICC Women’s

Cricket World Cup, world-class

international rugby and netball,

the ever-popular NRL, the Black

Caps (playing internationally),

the A-League and the first ever

Wellington Phoenix women’s team,

and some of the most exhilarating

golf and motorsport we’ve ever seen.

On the local calendar, over the past

year we’ve welcomed the return

of crowds to Super Rugby Pacific

which amplified the atmosphere

on screen. More than half a million

New Zealanders viewed the Super

Rugby Pacific Final on Sky and

Prime, with an additional 120,000

watching it via our digital platforms.

The All Blacks games this year

so far have attracted more than

1 million viewers

1

on Sky and Prime

with an additional 200,000 on

Sky Go and Sky Sport Now.

Sport

With all the fantastic women’s

sport on offer we made a

commitment this year to do even

more to highlight and support

every aspect of women’s sport.

‘See Your Possible’ is our campaign

encouraging everyone to see the

strength, the skill and the courage

of our female athletes, along

with the talent and commitment

of those behind the scenes. Our

core commitment is to continue

to offer quality women’s sport

on Sky and free-to-air on Prime,

and we’re also sharing women’s

stories in interviews, shows and

panel discussions - often curated

and produced by women. We

partner with athletes, codes

and organisations to support

women’s sport from the Black

Ferns, the Farah Palmer Cup

and Sky Super Rugby Aupiki, to

Netball New Zealand, New Zealand

Basketball, the Sky Sport White

Sox, New Zealand Rugby League,

the Warriors Women, the Halbergs,

LockerRoom and the NZOC.

Complementing our live sport,

we produce and deliver superb

TV shows and documentaries,

including creating highly-regarded

documentaries for our partners

(like 1-39 about the Highlanders,

Legacy: The Maori All Blacks and

All Access: Moana Pasifika).

Sport connects New Zealanders across

the country and across communities of all

kinds - and from grassroots to international

competitions, Sky delivers.

Content

At Sky we create and secure the best sport and entertainment for our

customers. Over the past 12 months we’ve continued to strive to make

sure our customers can view the best breadth and depth of content, in

ways that work for them, whenever they want. With many hundreds of

content provider relationships across sport and entertainment, Sky is

the largest aggregator of content in the New Zealand market.

2

1

Source: Nielsen Consolidated 20 TAM data

20

We've been thrilled to introduce
new rugby league shows; including

Once a Warrior with Monty

Betham and The Ditch (produced

by Kava Bowl Media, and focused

on the contribution Māori and

Pasifika make to rugby league).

The Ditch is attracting a strong

young and diverse audience, and

is the first show to be acquired by

Fox League and is broadcasting in

Australia, the Pacific Islands and

also globally via Watch NRL.

Our team’s work on Aaron Smith:

All Access won a New Zealand

TV Award, and Sky was awarded

a Silver Olympic Ring for our

documentary One Fern: One

Hundred Years, which celebrated

the history of the silver fern for

Olympic athletes throughout

the ages. Importantly, Sky was

also awarded a Bronze Ring for

Gender and Inclusion, for our

all-female presentation crew

and the inclusive nature of our

incredible stories and content

delivered from the Tokyo Games.

At the end of 2021 we announced

a ground-breaking deal with

Basketball New Zealand to help

drive the growth of basketball in

New Zealand. The five-year deal

will deliver more than 300 games

per year and is the biggest ever

partnership in BBNZ’s 41-year

history. It includes Sal’s NBL, the

broadcast rights to all Tall Blacks

and Sky Sport Tall Ferns non-FIBA

games globally and at home, and

Tauihi Basketball – the women’s

national league. Our support has

ensured women player payments

are equal to the men’s league. This is

a watershed moment for women’s

basketball as there are very few

competitions in any code around

the world where this is the case.

It was a big moment for Sky when

we won back the rights to the

Premier League for our customers,

starting with the 2022/23 season.

We look forward to offering Kiwi

football fans 380 live games,

along with a significant range of

feature shows. Football is the most

watched sport in the world, and

the Premier League is the most

viewed league, attracting a global

cumulative audience of 3.2 billion

viewers. In recent years football has

grown exponentially in New Zealand,

both in terms of participation (the

most popular team sport for 5–17

year olds) and fan interest. The

Premier League adds to a massive

slate of football on Sky with the

FIFA World Cup in late 2022 and the

much-awaited and locally-hosted

Women’s World Cup in 2023.

We’re excited for what’s to come.

Sky / 2022 Annual Report

21

People are watching more
entertainment content than ever,

and we understand how important

it is to have a wide range of content

on offer for customers. In the past

year we've seen a pleasing recovery

of TV and blockbuster movie

production after the industry was

affected by COVID-19 restrictions.

More content on offer drives greater

viewing engagement. We know from

our data that Sky subscribers watch

nearly 3 hours of linear TV content

a day, much more than non-Sky

subscribers who watch less than 1.5

hours a day. Over the last 12 months

more than 800,000 Sky subscribers

watched at least one Sky channel

every day and more than 700,000

tuned into at least one of Sky’s

entertainment channels each day.

1


The Hitman’s Wife’s Bodyguard,

Wrath of Man, and Wonder

Woman 1984 are just a few of

the blockbuster movies we’ve

had on our platform over the

past year. Our partnerships

with the biggest studios in the

world give us access to the most

popular films across the globe.

We’re home to the drama that gets

people talking, and the mysteries

that leave viewers wanting more.

The White Lotus, Yellowstone, Peaky

Blinders, Euphoria, The Gilded Age,

and The Staircase are just a few of

the premium shows our customers

have had access to, alongside our

From high-stakes drama that

leaves viewers on the edge of their

seat, to comedy movies that have

people laughing their heads off,

there is something for everyone.

Our strong relationships, forged

over many years, with content

providers across the globe have

meant we’ve been able to continue

to bring the very best content to

our customers’ screens. In the last

12 months we’ve signed deals with

some of the biggest studios in

the world including WarnerMedia,

ViacomCBS, Paramount Movies

and many more.

Entertainment

With over 1000 TV

series and movies

to watch every

year, Sky has the

strongest breadth

of quality content

in New Zealand.

Something for everyone

1

Source: Nielsen Consolidated TAM data June 2021 – May 2022

Sky Originals production INSiDE,

which won Best-Short-Form Series

at the International Emmy Awards.

We’re looking forward to continuing

to share the best content on our

screens, starting with Game of

Thrones 'prequel', House of the

Dragon premiering in August.

We know how much joy our kids

channels bring to the little ones

and we’ve seen the success of new

show, The Patrick Star Show on

Nickelodeon, as well as returning

favourites on Cartoon Network

Teen Titans Go! and We Baby Bears

to keep the family entertained.

Our factual and lifestyle channels

continue to draw big audience

numbers with the likes of DNA

Family Secrets, Salvage Hunters

Design Classics, and Sister

Wives. And when there is global

breaking news, our international

news channels are reliably

there to keep New Zealanders

connected and informed.

22

Our partnership with WarnerMedia
gives our customers access to

exclusive premium content from

HBO, Warner Bros. TV & Movies,

CNN and Cartoon Network, along

with a new HBO Max programming

deal for Sky, Neon and Prime.

This deal was the first of its kind in

New Zealand as it includes a local

content production component

for four scripted projects. As the

exclusive Home of HBO in

New Zealand, our customers

are entertained by shows like

the highly anticipated Game of

Thrones prequel House of the

Dragon, along with returning

seasons of Emmy-award winning

shows Succession, Westworld and

Euphoria on Sky’s platforms.

In December we announced a new

deal with ViacomCBS (now called

Paramount) that expanded our

partnership and welcomed a range

of content from SHOWTIME® and

Paramount Television Studios for

Sky Box (including Sky On Demand

and streamed on Sky Go) and Neon.

Customers have access to a range

of blockbuster hits like A Quiet

Place Part II and Snake Eyes: G.I.

Joe Origins, alongside others the

whole family will love with PAW

Patrol: The Movie and Clifford The

Big Red Dog. They also have access

to classics such as Top Gun, Forrest

Gump, Pulp Fiction and many more.

Spotlight on two

key renewals

Paramount

WarnerMedia

Sky / 2022 Annual Report

23

DELIVERING
TO ALL OF NZ,

FREE TO AIR

Over 2.8 million

New Zealanders

watched sport on

Prime this year.

1

We entertain New Zealanders with

lean-back factual entertainment

and thought-provoking

documentaries from here and

around the world, alongside a

brilliant blend of comedy, drama

and blockbuster movies.

Research confirms the impressive

reach Prime has. Over the past six

months Prime had over 3.2 million

viewers, with an average weekly

reach of 1.3 million. We know that

60% of Prime viewers come from

non-Sky homes, which creates

opportunities to reach potential

customers by giving them a taste

of what’s on offer across Sky’s

paid products and services.

1

Kiwis love watching sport

and this is evident in Prime

viewership numbers.

We’re proud of the amount of

free-to-air sport broadcast on

Prime which has included the

All Blacks, Super Rugby Aupiki,

Super Rugby Pacific, Sal's NBL,

Silver Ferns, the Winter Olympics,

Australian Open Tennis and the

ICC Women's Cricket World Cup.

As this report was being written,

New Zealanders were also enjoying

superb daily coverage of the

Birmingham Commonwealth

Games on Prime.

We’re passionate about Kiwis

being connected to sport and

entertainment across the

country, and Prime plays a key

part in making that happen.

Prime

Our free-to-air channel Prime delivers the

best in sport, global entertainment and local

content to all TV homes in New Zealand.

Birmingham Commonwealth Games

1

Source: Nielsen Consolidated TAM data June 2021 – May 2022

24

25
For many years Sky has supported

the creative industries in

New Zealand, including through

our own Sky Originals ventures.

Sky Originals produces an exciting

offering of scripted and factual

content that reflects the diverse

faces of New Zealand. Sky is

delighted to have secured a major

success with the green-light of

premium local crime drama series

Dark City: The Cleaner to be shot

in Christchurch in early 2023.

Based on the bestselling crime

novel by NZ author Paul Cleave,

The Cleaner is produced by local

industry veteran John Barnett and

backed by international studio

Lionsgate, NZ Film Commission,

NZ On Air and Te Māngai Pāho

and funded through the Screen

Production Grant and Te Puna

Kairangi - the Premium Productions

for International Audiences Fund.

Telling diverse stories with new

talented storytellers is at the heart

of Sky Originals’ purpose, with

the return of ground-breaking

Pasifika comedy series Sis in late

2022. Currently in production is

the award-winning transgender

drama Rising Lights (Rūrangi

season 2) as well as comedy series

Bouncers, Not Even and a second

series of Raised By Refugees.

These exciting new shows are in

production now for Sky’s various

platforms – Prime, Neon, Sky Go

and Sky On Demand – for release

later this year and early 2023.

Sky Originals continues its run

of quality documentary series

with A Brave New Zealand

World, Waharoa: The Art Of

The Pacific and crime series

A Question Of Justice all due

for release in late 2022.

Recent green-lit announcements

for 2023 include the return of

hit architecture series Designing

Dreams and the hard-hitting A

Living Hell, which examines the

leaky building crisis. On a lighter

note, the multi award-winning

children’s animation series Kiri

and Lou comes to Sky in 2023.

At the end of 2021 we were

extremely proud to see a Sky

Originals production win at the

International Emmy Awards

when INSiDE won in the category

of Best Short-Form Series.

INSiDE was the only Australasian

nominee across all categories.

Made with the support of NZ

On Air, INSiDE was created

during New Zealand’s COVID-19

lockdown in 2020 and filmed

under strict COVID-19 protocols.

Sky Originals

As a New Zealand media organisation, Sky believes it's

important for New Zealanders to see ourselves on our

screens and to feel connected to our own personal stories.

Raised By Refugees

INSiDE

© Kevin & Content Ltd© 2020 Luminous Beast Ltd. All Rights Reserved.

Sky / 2022 Annual Report

25

We love our family movie night
For Susan, Todd, Matthew and Sam

there's always something good on Sky

Movies for them to enjoy together.

26

Sky / 2022 Annual Report
27

Crew
Our Sky crew are critical to the success of our business and we all

have the same goal – delivering for our customers.

We love being able to deliver great sport and entertainment into the

homes and lives of our customers every day, in ways that work for

them, right across Aotearoa New Zealand.


3

Being a place where

our crew can do their

best work is a key part

of our strategy.

The year of continued COVID-19

disruptions has brought a unique

set of challenges, but it also

creates opportunities to work

and engage in better ways.

We set out some highlights below,

and there is additional information

in our Corporate Governance

statement on page 106.

Our Values

SKY0163 Value Key Points Posters_A3.pdf 1 29/03/22 1:09 PM

SKY0163 Value Key Points Posters_A3.pdf 2 29/03/22 1:09 PM

SKY0163 Value Key Points Posters_A3.pdf 3 29/03/22 1:09 PM

We have three core values at Sky:

In 2022 we launched a special peer recognition programme, Sky Legends,

celebrating colleagues who live our values every day.

28

A key focus for Health, Safety and
Wellbeing has been our operational

response to COVID-19 over the

past year, and ensuring our team

remain safe and our business on air.

Our work plan has included

managing COVID-19 disruption

by protecting on-air crew,

extended periods of work-from-

home, an effective vaccination

policy, and maintaining social

distancing and RAT testing

before entering Sky sites.

Initiatives to support crew

wellbeing included running, in

partnership with RespectEd, a

series of workshops for 50 of

our leaders on having a safe

workplace culture, including around

inclusion, dealing with personal

disclosures and giving feedback.

Health, Safety and Wellbeing

Since 2020 Sky has been using

a “Life at Sky” culture and

engagement survey to better

understand employee sentiment

and engagement, target our culture

and capability investments, and

track progress and performance.

Results from the surveys show the

top 3 areas of strength that our

crew want us to continue doing are:

1) Hybrid and flexible working;

2) Diversity and inclusion; and

3) Executive leadership updates

and accessibility of leaders.

We know we still have work to

do and we’re constantly looking

for ways to ensure that our crew

feel informed and empowered

to do their best work.

Across the next 12 months, as a

result of feedback themes from the

survey, we’re continuing our focus

on improving technology, workload

resourcing and management

for our crew, and refreshing our

remuneration and benefits offering.

Life at Sky

The opening of the new Sky

Downtown office in May 2022,

along with enhancements to

Studio 1 in Mt Wellington, have

created exceptional new spaces for

our people to work and collaborate.

We continue to maintain a focus on

flexible and hybrid working, taking

the positives from the COVID-19

experience and creating options

for our people to do their best

work across our sites and at home.

Our employees have told us that

flexible and hybrid working benefits

their wellbeing and improves

productivity, when balanced with

‘in person’ connections in the office.

We know, from evidence-based

research, this contributes to a

more inclusive work environment,

particularly for those balancing

primary care responsibilities.

Creating spaces where our crew can do our best work

Sky / 2022 Annual Report

29

Through a partnership with
Mataia Keepa from iKōrero

Ltd (Language Consultancy)

we ran a series of Te Reo Māori

workshops for our on air talent and

commentators, which was focused

on improving pronounciation and

understanding of te reo Māori.

One of our commitments is to

build stronger cultural capability

and understanding for our senior

leaders. In the next six months we

will deliver the pilot programme

Te Kaa, which aims to build

competency in understanding and

authentically engaging with Māori.

Sky CEO Sophie Moloney

has become a ‘Champion for

Change’ through Global Women

and has taken a seat on the

board of Global Woman.

‘Champions for Change’ is a group

of over 60 leading New Zealand

CEOs and Chairs, each with a

personal mission to accelerate

inclusive and diverse leadership

in our workplaces. Champions

believe in inclusive environments

where employees can contribute

to the success of the company as

their authentic selves, while the

organisation respects and leverages

their unique talents and gives

them a sense of connectedness.

Together the Champions have

formulated a programme of

work centred on four focus areas:

Increasing Gender Diversity,

Increasing Māori and Ethnic

Diversity, Leading Inclusive Cultures

and Influencing the Outside World.

Sky has maintained consistent

levels of gender balance amongst

employees across the organisation

and in FY22 increased female

representation from 44% to 47%.

The gender split of leadership roles

is 60% male and 39% female, and

there's a 50-50 balance between

male and female team members.

While we aim to have more women

in leadership roles than our current

state, our focus means we are

close to our commitment as a

Champion for Change of achieving

40% Female: 40% Male: 20% of

any gender. Further information

is available in the Corporate

Governance statement on page 106.

Gender Equity

Cultural Development

Sky has taken the Pride Pledge,

which is a values-based commitment

that organisations and individuals

can take to demonstrate dedication

to the safety, visibility, and

inclusion of the rainbow members

of their community and workforce,

both internally and externally.

Our internal Rainbow employee

network helps to drive our

work in this space.

Rainbow Pledge

Diversity and Inclusion

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. We refreshed

our policy and objectives in 2022, and continued to progress initiatives

to enhance our diversity of thought and develop a culture of inclusion.

30

News for Breakfast
Lei loves being up to speed

on the world around her, so

watching the global news

channels is her morning ritual.

Sky / 2022 Annual Report

31

32
COVID-19 continued to

be a key consideration in

the operation of our core

services. Among other

things, an early Delta-

variant case within our

crew in the days leading

up to the August lockdown

resulted in a shutdown of

all operations in our main

Mt Wellington site and

isolation of most Sky staff

for the first two weeks of

lockdown. Nevertheless,

thanks to our technology

investments and the brilliant

business continuity planning

by numerous Sky teams,

our customers continued to

receive great broadcast and

streaming services from Sky

throughout. Not surprisingly,

we will continue to make

investments in these areas.

Sky’s viewership data helps

drive decision-making around

content and products, and with

our hundreds of thousands of

customers across Aotearoa, we are

uniquely placed to understand (and

meet) the viewing preferences of

large numbers of New Zealanders.

We have built excellent partnerships

with experts like Dot Loves Data

to further improve our ability to

drill into and create insights from

data to meet customer needs.

During the year we have also

laid key foundations for the

improvement in our internal data

and insights capability in order to

deliver more personalised services

and features to our customers.

We invested in adding key talent,

developing data platforms and

expanding data sources to further

enhance our ability to be a data-

led organisation. The results of

those investments will become

increasingly clear in, among

other things, our new products

and user journeys launching

in the next few months.

More investment is planned for

FY23 that will allow us to accelerate

our work in this rapidly advancing

space, working with the best

companies in AI, personalisation,

and customer life-cycle

management to deliver a world-

class experience for our customers.

The show

must go on!

Capability

Our Capability workstreams are all about delivering to our

customers, by deploying the right tech and data – our own

and our partners – to deliver the best outcomes.

4

We have made important

progress in the past year, with

the enhancement of our technical

capabilities contributing to a more

agile Sky, helping us to deliver

an uncompromising viewing

experience for our customers

across our multi-product business.

There is more work to be done,

but it has been a major year of

development – with an even

bigger year of delivery of key new

products to come. And it has

been achieved whilst we continue

to reliably deliver great content

to our broadcast and streaming

customers, 24x7, including almost

29,000 hours of live programming,

all while navigating the impacts

and restrictions of COVID-19.

Using data and insights to

deliver for our customers

We have a deep wealth of information

about our customers and their preferences,

and our investments in recent years place us

in a good position to use that information to

better serve our customers. We have set the

foundations well, and now we will make the

most of them.

A snapshot of our

technology delivery in FY22:

Over 100 linear channels on

a 24x7 basis

22,000 individual pieces

of content put to air each

month for Sky Box, Neon, Sky

Sport Now and Sky Go

We process an average

of 600,000 payment

transactions every month

32

As outlined on page 14, the new Sky
Box aggregates the best of Sky’s

sport and entertainment content

alongside the apps New Zealanders

love – all on one state-of-the-art

platform. The new hybrid (satellite

and streaming) box delivers content

with even more recording capability,

along with favourite apps and free-

to-air channels; and our Sky team is

also busy working on a solution for

Vodafone TV customers who prefer

IP-only access to Sky.

Our development programme

has taken place in the context of

tremendous challenges, both in

New Zealand and offshore.

Through prolonged lockdowns

and COVID-19-related illness and

isolation, Sky’s teams have adapted

to deliver on our commitments

to our customers. Beyond

New Zealand’s borders, the impacts

of COVID-19 and the war in Ukraine

continue to be felt, affecting our

global suppliers and offshore

development teams, and with the

global chip shortage impacting

our manufacturing partners.

Nevertheless, the efforts of Sky’s

teams and those of our partners

mean we expect customers to be

enjoying their new and improved

Sky services later this calendar year.

This work underpins our desire to

improve the turnaround time for

delivering services to our customers,

as well as giving customers the

ability to self-serve where they

wish to do so. The improvements

delivered in Sky’s service include:

• Simplified user journeys for

buying and upgrading Sky

services including Sky Broadband

• Self-install of the Sky Box

for existing customers

with easy onboarding and

sign-in via QR Code

• Salesforce widely deployed to

customer care agents enabling

improved call handling and

routing, live chat capability

• Improved call handover

between specialist agents.

While good progress has been

made with these enhancements, we

acknowledge that there is more we

can achieve. We continue to evolve,

making sure our services are as easy

as possible to access and enjoy.

FY23 will see a continuation of

customer care and sales journey

improvements to deliver greater

efficiency and enhanced self-

service channels, and a better

experience for our customers.

Customer Experience

Customer platform

enhancements

have resulted in a

modernised, simplified

customer experience.

Sky undertook

significant development

activities during the

year in preparation

for the launch of the

new Sky Box.

New Sky Products

Sky / 2022 Annual Report

33

Time to myself
When Teatai feels like

time to himself he takes

a break with Neon.

34

Sustainability at Sky
At Sky, we recognise

we are in a privileged

position with the

ability to make a

positive contribution

for the people,

communities and

places our business

connects with:

• Our services are in the hands and

homes of hundreds of thousands

of New Zealanders every day,

right across the country

• Our partners – globally and

at home – trust us with their

reputation, representation

and the engagement of

their content, codes, fans,

brands and technology

• We’re part of communities

and a nation that have a right

to expect that we will act

with integrity and empathy,

minimising our environmental

impact and earning our place as

a responsible corporate citizen

• Our crew share their time

and talents and deserve to

be treated with respect and

equality, and to have the

opportunity to take part in

meaningful and rewarding work

• And our shareholders have

entrusted us with stewardship

of their funds to invest wisely on

their behalf, in ways that deliver

an appropriate return in an

ethical and sustainable way.

Sky's approach to sustainability

takes into account the expectations

and needs of each of our

stakeholder groups – and we

will continue to consult with

them as we develop and

implement our programme.

Some aspects of our work – such as

our contribution to the communities

in which we operate, and our

strong corporate governance

framework – have been part of the

way we do things at Sky over many

years. In others, like measuring

and mitigating our environmental

impact, we’re at an earlier stage of

our journey.

In 2022 we committed to

formalising our approach to

sustainability. As part of this

commitment, we have refreshed

our corporate social responsibility

(CSR) programme, tackled some

new areas within the corporate

governance framework and stepped

up our efforts in a number of other

areas, as reported below.

In a year from now, we expect to:

• Share Sky’s materiality matrix,

developed in consultation with

our stakeholders

• Align Sky’s approach to

sustainability with a recognised

global reporting framework

• Report on Sky’s carbon emissions

and share our reduction plans.

We are committed to improving.

We are proud of the contribution

and work we have done to date,

whilst recognising there is more

to be done.

Sky / 2022 Annual Report

35

Every Sky customer – through their
Sky subscription – helps to support

New Zealand’s creative and sporting

sectors, funding tournaments,

teams, creative projects and

initiatives across the country.

We’re proud to support

New Zealand’s sport sector, with

tens of millions of dollars going to

local codes, teams and initiatives

each year, from grassroots to high

performance. More details are

on our website, under 'About Us:

Sponsorships and Community'.

Through Sky Originals, we

have supported emerging and

established talent in the creative

sector with scripted series including

Bouncers, Not Even and Rising

Lights all helping to kickstart the

careers of newer storytellers in

New Zealand’s screen industry.

We have also helped to celebrate

excellence in our sector, with Sky

sponsorships of the TV Awards,

Voyager Media Awards (Sport

Journalist of the Year), and the

Halbergs (Emerging Talent Award).

Funding the future

A safe and trusted presence

in our customers’ homes

• We took such care to meet

Broadcasting Standards that

we only had five complaints to

the Broadcasting Standards

Authority, none of which were

upheld. For context, the BSA

received 206 complaints in its

last reported year about all

New Zealand broadcasters.

• We participated alongside

other broadcasters in a review

and refresh of the Code of

Broadcasting Standards, making

the process and standards

easier for New Zealand viewers

to understand and engage in.

Supporting and promoting

Women’s Sport

• We launched our “See Your

Possible” campaign to encourage

everyone to see the strength, the

skill and the courage of female

athletes. It reinforces the value

for women and girls of seeing

positive sporting role models on

screen and it’s been exciting to

see women’s sport grow in 2022.

In one spectacular week in March,

women’s sport accounted for

53% of the total viewer hours

in our top 50 live events on Sky

Box, Sky Go and Sky Sport Now.

14 of the top 20 rating slots on

Sky Box were women’s sports.

• We were thrilled to support the

first all-women commentary

team to bring Sky's Tokyo Olympic

coverage to New Zealanders.

Te reo Maori and Pasifika languages

• Sky strives to reflect all of

New Zealand. Throughout the

year we continued to commit to

alternative language commentary

options across major sporting

events, including All Blacks

v Argentina with Tūmamao

Harawira kō Wairangi Koopu

and Silver Ferns v England’s

Roses with Te Rina Kowhai kō

Marutawhaorere Delamere.

• We ran a series of Te Reo Māori

workshops for on-air talent

and commentators, focused on

improving pronunciation and

understanding of Te Reo Māori.

On screen presence

We take our role as a trusted

broadcaster very seriously. We

are committed to upholding

broadcasting standards, including

under the Code of Broadcasting

Standards (for our Pay TV and

free-to-air content), and the codes

for Commercial Video on Demand

(for Neon) and the Advertising

Standards Authority - but also in

terms of providing a positive impact

on our communities by reflecting the

people and cultures we represent.

In the 2022 financial year:

Image courtesy of Are Media

36

As a publicly listed company we
are committed to upholding the

standards set by both the NZX

Corporate Governance Code and

the ASX Corporate Governance

Principles and Recommendations

(4th edition) to deliver effective

governance of Sky for the benefit

of our stakeholders – including

through our policies and practices.

Sky’s 2022 Corporate Governance

Statement is available on our

website. In FY22 we have worked on:

• Sky's latest Modern Slavery

Statement (filed with the

Australian Border Force,

under the Australian Modern

Slavery Act 2018) strengthened

measures to reduce the risk of

modern slavery practices across

the group’s operations and

supply chain through proactively

scanning for potential risks.

• We also introduced a Supplier

Code of Conduct, affirming

Sky’s commitment to ethical,

responsible and sustainable

business conduct. The next steps

in this work will be to engage

directly with key suppliers to

ascertain their ability to assess

and address their modern slavery

risks and to then incorporate the

learnings into Sky’s Procurement

Policy and working practices.

• We introduced an Anti-Bribery

and Corruption Policy which sets

out the minimum standards of

conduct to ensure Sky complies

with all relevant anti-bribery

and corruption legislation in all

jurisdictions in which we operate.

Taking a stand

Environmental Responsibility

• During FY22 we have established

tracking systems to capture

Sky’s emissions inventory

data. We plan to evolve this

programme in the 2023 financial

year, by initiating reporting on

our environmental footprint

and appropriate reduction

targets. To help guide and

challenge our thinking we are

working with ToiTū Envirocare

to make sure our measurement

systems are robust, and to

provide our stakeholders with

assurance on our outcomes.

• The work we have begun this year

will advance our sustainability

strategy and reporting on

climate impacts, and we

expect to outline our carbon

reduction plans in 2023 in line

with our participation in ToiTū’s

Carbon Reduce programme.

• Sky’s environmental footprint

includes Scope 3 emissions

from air travel, particularly in

relation to sporting events.

One of our learnings during the

COVID-19 period was the ability

of our commentary teams to

call some games ‘down the tube’,

rather than always travelling to

events – with no impact on the

audience. We’re conscious of the

need to minimise our footprint

and will continue to look for

ways to adapt our approach.

We are committed to measuring and reducing Sky’s impact on our

environment, including in relation to greenhouse gas emissions, in

line with the Paris Agreement and the New Zealand Government’s

ambition for New Zealand to become carbon neutral by 2050. We

recognise our work in this area is at an early stage, and while initial

assessments indicate Sky’s emissions profile is relatively low, we are

committed to playing our part.

• Other initiatives include:

- Prioritising waste minimisation

programmes, including

partnering with IT Recycla

Limited to recycle end-of-life

Sky modems, set-top boxes,

remotes and batteries.

- Designing our new Sky Box with

longer-lasting batteries and

a reusable box, with a longer

lifetime than our existing box.

- Continuously looking for ways

to reduce our environmental

footprint in our day-to-day

programmes. For example,

our recent CAR process cooler

upgrade saw us realise ~50kW

of energy savings for the

same cooling load, and the

removal of air conditioning

cooling towers significantly

lowered water consumption.

Sky / 2022 Annual Report

37

As a business we connect
New Zealanders with the sport and

entertainment they love, in ways

that work for them, right across

the country. Our initiatives with Sky

for Good align with this business

strategy by using our entertainment

and sport to enhance the lives of

New Zealanders in need, whether

it be by providing free Sky services

in children’s hospitals and to air

ambulance staff, free tickets to

sport matches, or providing a

fun-filled day for under-privileged

children at one the Special

Children’s Christmas Parties.

Please visit the Sky for Good page

on the Sky website for full details,

and here are three examples:

• Sky has been a longstanding

supporter of the Special

Children’s Christmas Parties

involving nearly 10,000 Kiwi

children with special needs,

or challenging life or health

circumstances. Held across 6

regions, we’ve been supporting

the parties for 18 years. It’s

not just about a donation for

us – it’s also an important

opportunity for a number

of our crew to contribute

their time and talent by

volunteering on the party days.

• Our relationship with Starship

- New Zealand's first hospital

built exclusively for children and

young people and their health

needs – is another opportunity

to give back. Starship’s prime

focus is on delivering family-

centred care in a child friendly

environment and we’ve been a

sponsor since 2001. For the last

22 years we’ve provided Sky in

Starship bedrooms to ensure

kids are entertained and have

something to take their minds

off hardships they may be facing.

We also donate airtime to help

Starship spread their message

of the great work they do.

• This year we were also proud to

get behind a special initiative

called Tries for Tonga (in

conjunction with New Zealand

Rugby and Rugby Australia),

which raised over $100,000

during the DHL Super Rugby

Pacific for the Red Cross and

their work to support Tonga

communities following the

Hunga Tonga–Hunga Ha'apai

eruption and tsunami.

Sky for Good

Our Sky for Good

programme is about

using our platform,

our people, and

our presence in the

community – as well

as meaningful and

targeted financial

contributions – to

make a difference.

38

Put life on pause
Ron and Annette never

miss the good parts

thanks to MySky. Ron

reckons that's why he

always has the remote.

Sky / 2022 Annual Report

39

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

several other private companies. He

is a past President of the Chartered

Accountants Australia and

New Zealand.

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 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.

Philip Bowman

Independent Chairman

Keith Smith

Independent Director

Joan Withers

Independent Director

Board of Directors

40

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.

Mark was appointed to the board in

March 2022. Mark is a highly skilled

business leader based in Australia

with a deep background in technology

digital innovation, marketing, media

and broadcasting, and customer

engagement. His executive career has

spanned North America, UK/Europe,

and APAC, with roles at Foxtel, Telstra,

the Commonwealth Bank of Australia

and McCann. He is a Senior Advisor

to Accenture, and his governance

credentials include the boards of

OzTAM, the Australian free-to-air

television consortium, technology

start-ups and social enterprises.

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.

Mike Darcey

Independent Director

Mark Buckman

Independent Director

Geraldine McBride

Independent Director

Sky / 2022 Annual Report

41

42

For the year ended 30 June 2022
Our 2022 Financials

Financial Overview .....................................................................................................44

Financial Performance Trends

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

Directors’ Responsibility Statement

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

Consolidated Income Statement

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

Consolidated Statement of Comprehensive Income

................53

Consolidated Balance Sheet

............................................................................54

Consolidated Statement of Changes in Equity

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

Consolidated Statement of Cash Flows

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

Notes to the Consolidated Financial Statements

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

Independent Auditor’s Report

......................................................................100

43

Sky / 2022 Annual Report

44
Summary

The 2022 financial year delivered a strong result for Sky as customer numbers continued to climb and revenue returned to growth

for the first time in six years, driven by a strong performance in streaming, continued stabilisation in Sky Box revenues, an initial

contribution from Sky Broadband and recovery in Commercial and Advertising revenues.

While FY22 saw an expected step-up in programming costs, a firm focus on cost control enabled the Company to significantly

increase EBITDA and NPAT guidance in December 2021, and reductions in depreciation, amortisation and financing costs delivered

a 7.3% improvement in adjusted profit before tax.

Following a competitive bidding process, Sky sold its Mt Wellington properties for $56.0 million, with the sale completed in March

2022. The agreement includes a ten-year leaseback of the building known as Studio One and a one-year leaseback over the building

known as Studio Three. The sale resulted in a non-recurring gain on sale of $14.0 million.

Reported profit after tax of $62.2 million was 40.7% higher compared to the $44.2 million achieved in the prior year. On an

adjusted basis per the table below, net profit after tax of $49.2 million was 12.0% higher than the prior year.

As at 30 June 2022 Sky had $139.0 million in cash on hand and an undrawn banking facility of $150.0 million.

Non-GAAP Financial Information

Sky has used 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

2022

(adjusted)

2022

(reported)

2021

(adjusted)

2021

(reported)

Adjusted %

inc/(dec)

Financial performance data

Total revenue

736.1736.1711.2711.23.5

Other income

2.916.82.713.57.4

Total operating expenses

585.3583.9534.1544.49.6

EBITDA

153.7169.0179.8180.3(14.5)

Less

Depreciation, amortisation and impairment

80.280.2106.5106.5(24.7)

Net operating profit before interest, income tax

and impairment of goodwill

73.588.873.373.80.3

Impairment of goodwill

-2.0---

Net finance costs

6.16.110.510.5(41.9)

Profit before tax

67.480.762.863.37.3

Income tax expense

18.218.519.019.1(4.6)

Profit after tax

49.262.243.844.212.3

Summary of Adjustments

2022 adjustments included one-off expenses totalling $0.5 million, comprising $1.2 million of programming impairments (refer

note 10), provision release for Holiday Act compliance of ($2.7) million (refer note 27) and impairment of goodwill relating

to RugbyPass of $2.0 million (refer note 16). Other income includes $14.0 million relating to the gain on the sale of Sky’s Mt

Wellington properties (refer note 5).

Prior year adjustments were $7.5 million, relating to programming impairments, $2.8 million of costs associated with the

mutually agreed exit of the former CEO and other income adjustments of ($10.8) million 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 (refer note 5).

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

Financial Overview

45
Sky / 2022 Annual Report

In NZD millions

30-Jun-2230-Jun-21

Statutory profit after tax

62.244.2

Adjustments to earnings as follows:

Content write-offs

1.27.5

Non-recurring costs included in other costs

(2.7)2.8

Non-recurring income included in other income

(14.0)(10.8)

Impairment of goodwill

2.0-

Tax effect of adjustments

0.50.1

Total adjustments

(13.0)(0.4)

Adjusted profit after tax

49.243.8

Customers

Sky’s total customer relationships grew 4% during FY22. Sky Box customer retention continued to improve, with annualised churn

reducing by 17% year on year (annualised churn of 10% in FY22 from 12% in FY21). Activations were lower due to the optimisation

of acquisition strategy improving lifetime value through lower discounting and higher tenure inflow. In addition, volumes were

suppressed by extended Auckland lockdown in the first half of the year. Average revenue per user (ARPU) returned to growth,

including through the unwinding of the Reseller migration one month free offer, lower levels of discounting and the May 2022 sports

package price increase – the first increase for Sky Box since April 2019.

Streaming customers continued the recent trend of strong growth, rising 11% in absolute terms and by 18% when adjusted for the

impact of discontinuation of streaming services in the RugbyPass business. Of note, within the Streaming category, Neon and Sky

Sport Now customer numbers grew by 14% and 53% respectively, with the strong growth in Sky Sport Now, combined with the full

12 month impact of the May 2021 Neon price rise contributing to an improved ARPU result.

Sky Broadband customers were close to 18,000 by year end following the first full year in market, achieving an attachment rate

(to Sky Box) of 3.3%. Commercial customers remained relatively stable despite a challenging period for some hospitality and

accommodation providers.

Following the announcement Vodafone was shutting down its television service, Retransmission customers (who stream Sky

content through Vodafone TV) migrated to a direct billing relationship with Sky in March 2022 and are being offered a migration

path to Sky products.

20222021202020192018

Sky Box customers

1

529,521554,690 576,704 609,637 651,726

Streaming customers

2

436,388393,179404,321159,767106,366

Commercial customers

3

6,8777,2998,5449,4369,635

Sky Broadband customers

4

17,9751,930---

Total customer relationships

990,761957,098989,569778,840767,727

Sky Box net customer growth

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

Sky Box acquisition

5

29,02847,27341,51049,95259,603

Sky Box churn

5

(54,197)(69,287)(74,443)(92,041)(103,394)

Streaming net customer growth

11%-3%153%50%-4%

Sky Broadband attachment rate

3.3%----

Sky Box ARPU ($ monthly)

6

78.8478.4082.0883.4684.54

Streaming ARPU ($ monthly)

7

18.1917.4619.80--

Sky Broadband ARPU

8

72.13----


(1) Sky Box customer groups comprise residential satellite customers including Reseller customers prior to migration during 2021.

(2) Streaming currently comprises Neon, Sky Sport Now, RugbyPass and Retransmission customers.

(3) Commercial customers include licensed premises and hospitality venues, accommodation providers and other commercial businesses.

(4) Sky Broadband customer relationships include customers that attach Broadband to their Sky Box and Broadband only customers.

(5) Sky Box activations, disconnections and churn is for residential customers only, including Reseller customers in prior years.

(6) Sky box subscription ARPU is average revenue per user for residential customers, including Reseller customers in prior years, calculated exclusive of

GST, as average for the twelve-month period.

(7) Streaming subscription ARPU is the blended rate, exclusive of GST, across Neon, Sky Sport Now and Retransmission, and in prior years

RugbyPass and Lightbox.

(8) Sky Broadband ARPU is the average monthly revenue attributable to broadband related services, including Wi-Fi and voice services, exclusive of GST.

Financial Commentary (Continued)

46
Financial Commentary (Continued)

Revenue Analysis

Sky’s total revenue was $736.1 million, as follows:

In NZD millions

20222021% inc/(dec)

Sky Box subscriptions

1

514.0532.1(3.4)

Broadband subscriptions

8.80.1n/a

Streaming subscriptions

2

93.373.327.3

Commercial revenue

47.343.68.2

Total subscription revenue

663.4649.12.2

Advertising

47.644.96.0

Installation and other revenue

25.117.245.9

Total other revenue

72.762.117.1

Total revenue

736.1711.23.5

(1) Sky Box subscriptions relates to Sky Box customers (including Reseller customers in 2021).

(2) Streaming subscriptions include Neon, Sky Sport Now, Retransmission and included RugbyPass in 2021.

Sky Box revenue decline slowed markedly in FY22, down by 3.4%, compared to an 8.6% decline in FY21, as churn levels

continued to reduce and more, higher value customers chose to stay. The overall reduction in revenue was mainly due to

the loss in Sky Box customers, although notably churn rates continued to improve to 10.0% from 12.2% year on year and

average ARPU returned to growth.

Sky Broadband revenue increased following solid growth in customer numbers through the first full year since launch.

Streaming revenue continued to deliver a strong performance, increasing by 27.3% year on year, despite revenue from RugbyPass

declining following the strategic move away from streaming. The revenue increase was driven by customer growth in Neon and Sky

Sport Now as well as the impact of a May 2021 increase in Neon pricing and the return of sport content and success of shorter-

term event passes, such as the Olympics and Cricket World Cup for Sky Sport Now.

Commercial revenue included revenue from Sky Box subscriptions for licensed premises, accommodation providers and other

commercial businesses such as retirement villages. Following an extended period impacted by COVID-19, in which Sky provided

support to customers, revenue showed continuing signs of recovery in FY22, growing by 8.2% year on year.

Advertising revenue grew by 6%, despite the impact of advertising on Discovery channels transitioning from Sky to Discovery in

February 2021.

Installation and other revenue rose by 45.9% due to on-sold programming rights (including a sub-licence for the Olympics) and

through revenue from Sky Box and Broadband installations and satellite access fees.

47
Sky / 2022 Annual Report

Expense Analysis

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

30-Jun-2230-Jun-21

In NZD millions

AdjustedReported% inc/(dec)

adjusted

% of revenue

adjusted

AdjustedReported% of revenue

adjusted

Programming

364.1365.313.149.5321.8329.345.2

Subscriber related costs

93.293.20.112.793.193.113.1

Broadcasting and

infrastructure

70.670.65.89.666.766.79.4

Other costs

57.454.79.37.852.555.37.4

Depreciation, amortisation

and impairment

80.280.2(24.7)10.9106.5106.515.0

Total operating expenses

665.5664.03.990.4640.6650.990.1

Programming costs comprise the costs of programme rights and 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 increased by 10.9% on a reported basis, in part due to an expected COVID-19 impact on live sports events

and competitions in the prior year, an expected step up in rights costs and both the Summer and Winter Olympics in July 2021 and

February 2022 respectively, as well as more significant Covid-related equitable reductions in the prior year.

Adjusted programming costs in both 2022 and 2021 have been adjusted for one-off impairments mentioned earlier.

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 remained flat year on year while driving growth in streaming products and through the launch of

broadband, due to a continued emphasis on cost control and cost efficiencies.

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, Albany and

the Auckland CBD. These costs have increased year on year, driven primarily by the increased Broadband subscriber base.

Other costs were 1.1% lower on a reported basis in 2022. Costs include advertising costs, and overhead costs relating to corporate

management of the Sky Group including consultancy costs. Adjustments in 2021 related to the termination benefits paid to the

former CEO and in 2022 the Holidays Act compliance provision release.

Depreciation, amortisation and impairment costs include depreciation charges relating to subscriber equipment for 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

decreased as decoders reached the end of their useful life. Amortisation of intangibles is lower than FY21 due to higher rates of

amortisation for Sky Sport Now and SkyGo infrastructure in the prior year. Depreciation of right-of-use assets reduced due to

lower monthly costs for Optus lease payments from mid-November 2021.

Depreciation and amortisation costs are summarised below:

In NZD millions

20222021

Depreciation of property, plant and equipment

27.3 36.4

Amortisation of intangibles

22.2 33.9

Depreciation of right-of-use assets

30.7 36.2

Total depreciation and amortisation80.2 106.5

Financial Commentary (Continued)

48
Financial Commentary (Continued)

Finance costs, net

Finance costs decreased from $10.5 million to $6.1 million due to the repayment of the $100 million bond in March 2021.

Capital expenditure

Sky’s capital expenditure is summarised as follows:

In NZD millions

20222021

Subscriber equipment

1.03.5

Installation costs

11.614.8

Projects under development

14.12.0

Software

13.418.2

Other

4.66.8

Total capital expenditure

44.745.3

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 intensive operating model.

49
Sky / 2022 Annual Report

In NZD 000

20222021

7

202020192018

For the year ended 30 June

Income statement

Total revenue and other income

752,864724,754747,646795,126852,710

Total operating expenses

583,848544,377583,395564,958566,900

EBITDA

1

169,016180,377164,251230,168285,810

Depreciation, amortisation and impairment

2

80,171106,496119,318131,103102,414

Impairment of goodwill

2,000-177,500670,000360,000

Net interest expense and financing charges

4,95811,71515,85913,65017,576

Losses/(gains) on currency and other

1,136(1,179)(2,120)(1,208)(66)

Net profit/(loss) before income tax

80,75163,345(146,306)(583,377)(194,114)

Balance sheet

Property, plant,and equipment, intangibles and

right-of-use assets

180,394215,621287,962213,702268,925

Goodwill

244,264255,245256,312395,3311,065,331

Total assets

776,850696,929837,936771,3531,503,002

Interest bearing loans and liabilities

71,71472,321212,513193,662235,344

Working capital

3

21,91823,842(20,386)4,3244,344

Total liabilities

282,357272,928462,966419,785476,315

Total equity

494,493424,001374,970351,5681,026,687

Cash flow

Net cash from operating activities

119,638101,169157,300178,026213,613

Net cash from/(used in) investing activities

17,897(38,148)(74,627)(69,780)(58,194)

Lease repayments

4

(32,144)(37,503) (36,901) - -

Free cash flow available to shareholders

5

105,39125,51845,772108,246155,419

Capital expenditure

Capital expenditure

44,68345,03256,45876,30058,200

Assets acquired by way of business combination

6

-20316,354 - -

Assets disposed of in the period

6

(34,195)(9,095) - - -

(10,488)36,14072,81276,30058,200

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

rate swaps.

(2) The FY22 year includes depreciation on right-of-use assets of $30.7 million (FY21: $36.2 million).

(3) Working capital excludes current cash and cash equivalents, current borrowing, bonds, derivative financial instruments, available for sale financial

assets, contract liabilities and lease liabilities.

(4) Lease repayments prior to FY20, and the adoption of NZ IFRS 16, were included within net cash from operating activities.

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

(6) RugbyPass and Lightbox acquired in the FY20 were the only substantial acquisitions in the last five years. The Mt Wellington

properties in Auckland were sold on 18 March 2022 (refer note 13). The OSB business was sold in the 2021 financial year.

(7) Prior year restated for Optus Lease and SaaS adjustments (refer note 30).


Financial

Performance Trends

50
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 2022 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 2022.

The Board of Directors of Sky authorise these consolidated financial statements for issue on 24 August 2022.

For and on behalf of the Board of Directors.

Keith Smith

Director and Chair of Audit and Risk Committee

Philip Bowman

Director and Chair

Date: 24 August 2022

51
Sky / 2022 Annual Report

Contents

Financial Statements

Consolidated income statement .................................................. 52

Consolidated statement of comprehensive income ................ 53

Consolidated balance sheet .......................................................... 54

Consolidated statement of changes in equity .......................... 55

Consolidated statement of cash flows ....................................... 56

Basis of preparation

1. General information .................................................................... 57

2. Basis of consolidation ................................................................. 58

3. Significant accounting policies and changes ......................... 58

Performance

4. Segment and revenue information .......................................... 60

5. Other income ................................................................................ 62

6. Operating expenses .................................................................... 62

7. Earnings per share ....................................................................... 63

8. Taxation ......................................................................................... 64

Working capital

9. Trade and other receivables ...................................................... 66

10. Programme rights inventory ................................................... 68

11. Trade and other payables and contract liabilities .............. 69

Assets

12. Assets held for sale ................................................................... 70

13. Property, plant and equipment .............................................. 71

14. Right-of-use assets ................................................................... 73

15. Intangible assets........................................................................ 74

16. Goodwill ....................................................................................... 75

Funding

17. Borrowings ...................................................................................79

18. Lease liabilities ............................................................................81

19. Finance costs, net .......................................................................83

20. Share capital ...............................................................................84

21. Reserves ........................................................................................85

Financial risk management

22. Derivative financial instruments .............................................86

23. Financial risk management - market risk .............................88

24. Financial risk management - credit risk ................................89

25. Financial risk management - liquidity risk ............................90

26. Classification of financial instruments ..................................93

Other

27. Contingent consideration and provisions ............................94

28. Business acquisitions ................................................................95

29. Related parties ............................................................................96

30. Prior period adjustments ..........................................................97

31. Commitments .............................................................................98

32. Contingent assets and liabilities .............................................99

33. Subsequent events .....................................................................99

Independent auditor’s report ......................................................100

52
For the year ended 30 June 2022

In NZD 000Notes30-Jun-2230-Jun-21

1

Revenue

4736,111 711,234

Other income

516,753 13,520

Expenses

Programming

365,347329,354

Subscriber related costs

93,23393,070

Broadcasting and infrastructure

70,58666,694

Depreciation, amortisation and impairment of assets

6,3080,171106,496

Other costs

54,68255,259

Total expenses

664,019650,873

Impairment of goodwill

162,000 -

Finance costs (net)

19 6,09410,536

Profit before tax

80,75163,345

Income tax expense

8 18,53919,070

Profit for the year

62,21244,275

Attributable to

Equity holders of the Company

762,14543,957

Non-controlling interests

67318

62,212

44,275

Earnings per share

Basic and diluted earnings per share (cents)

735.5725.17

(1) Comparative balances have been restated (refer note 30).

Consolidated

Income Statement

53
Sky / 2022 Annual Report

Consolidated Statement

of Comprehensive Income

For the year ended 30 June 2022

In NZD 00030-Jun-2230-Jun-21

1

Profit for the year

62,21244,275

Items that may be reclassified to profit or loss

Exchange difference on translation of foreign operations

318 (291)

Deferred hedging gains transferred to operating expenses during the year

12,7851,056

Income tax effect

(3,580)(296)

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

net of income tax

9,523469

Items that may not be reclassified to profit or loss

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

(1,535)(367)

Income tax effect

430103

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

net of income tax

(1,105)(264)

Total comprehensive profit for the year

70,63044,480

Attributable to:

Equity holders of the Company

70,56344,162

Non-controlling interest

67318

70,63044,480

(1) Comparative balances have been restated (refer note 30).

54
As at 30 June 2022

In NZD 000Notes30-Jun-2230-Jun-21

1


Current assets

Cash and cash equivalents

138,91634,800

Trade and other receivables

955,35965,615

Programme rights inventory

10121,407103,154

Derivative financial instruments

2214,3451,347

330,027204,916

Non-current assets

Property, plant and equipment

1371,393100,192

Right-of-use assets

1457,30164,272

Intangible assets

1551,70051,157

Deferred tax asset

8,304,9195,987

Goodwill

16244,264255,245

Derivative financial instruments

224,4641,724

434,041478,577

Assets held for sale

12 12,78213,436

Total assets

776,850696,929

Current liabilities

Interest bearing loans and borrowings

17 1,0351,137

Lease liabilities

18 31,24439,074

Trade and other payables

11151,711137,077

Contract liabilities

11 52,50552,267

Income tax payable

3,3067,850

Derivative financial instruments

22 -1,495

239,801238,900

Non-current liabilities

Interest bearing loans and borrowings

17 -1,035

Lease liabilities

18 39,43531,075

Trade and other payables

11 1,1461,576

Derivative financial instruments

22 -342

40,58134,028

Liabilities associated with assets held for sale

12 1,975 -

Total liabilities

282,357272,928

Equity

Share capital

20 768,766768,766

Reserves

21 9,4531,035

Retained deficit

(284,995)(347,140)

Total equity attributable to equity holders of the Company

493,224422,661

Non-controlling interest

1,2691,340

Total equity

494,493424,001

Total equity and liabilities

776,850696,929

(1) Comparative balances have been restated (refer note 30).

Consolidated

Balance Sheet

For and on behalf of the Board 24 August 2022

Keith Smith

Director and Chair of Audit and Risk Committee

Philip Bowman

Director and Chair

55
Sky / 2022 Annual Report

For the year ended 30 June 2022

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 2022

Balance at 1 July 2021

768,7661,035(347,140)422,6611,340424,001

Net profit for the year

- - 62,14562,1456762,212

Exchange difference on translation of

foreign operations

- 318 - 318 - 318

Cash flow hedges, net of tax

21 - 8,100 - 8,100 - 8,100

Total comprehensive income for the year

- 8,41862,14570,563 67 70,630

Transactions with owners in their

capacity as owners

Dividend paid

- - - - (138)(138)

Balance at 30 June 2022

768,7669,453(284,995)493,2241,269494,493

For the year ended 30 June 2021

Balance at 1 July 2020

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

Restatement of adoption of new

accounting standard

3,30 - - 3,7783,778 - 3,778

Balance at 1 July 2020 (restated)

767,608991(391,097)377,5021,246378,748

Net profit for the year

1

30 - - 43,95743,95731844,275

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

- 20543,95744,162 318 44,480

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

768,766 1,035 (347,140) 422,661 1,340 424,001

(1) Comparative balances have been restated (refer note 30).

Consolidated Statement

of Changes in Equity

56
For the year ended 30 June 2022

In NZD 000Notes30-Jun-2230-Jun-21

1

Cash flows from operating activities

Profit before tax

3080,75163,345

Adjustments for:

Depreciation and amortisation

6,3080,171 106,496

Impairment of goodwill

162,000 -

Impairment of programme rights

101,152 7,466

Unrealised foreign exchange loss/(gain)

19618(656)

Interest expense

195,772 11,941

Bad debts and movement in provision for loss allowance

61,291 1,454

Other non-cash items

(798) (259)

Movement in working capital items:

Decrease/(increase) in receivables

229 (9,283)

Decrease in payables

(3,759) (39,237)

(Increase)/decrease in programme rights

(19,517)5,052

Cash generated from operations

147,910146,319

Interest paid

(5,547)(11,250)

Bank facility fees paid

(225)(900)

Income tax paid

(22,500)(33,000)

Net cash from operating activities

119,638101,169

Cash flows from investing activities

Acquisition of property, plant, and equipment

13(19,812)(25,657)

Acquisition of intangibles

15,30(24,871)(19,375)

Proceeds from disposal of Mt Wellington properties

1355,580-

Proceeds from disposal of OSB business

287,000 6,884

Net cash from/(used in) investing activities

17,897(38,148)

Cash flows from financing activities

Repayment of borrowings - bonds

17-(100,000)

Repayment of other borrowings

17(1,137)(1,171)

Payments for lease liability principal

18(32,144)(37,503)

Dividend paid to minority shareholders

(138)(224)

Net cash used in financing activities

(33,419)(138,898)

Net increase/(decrease) in cash and cash equivalents

104,116(75,877)

Cash and cash equivalents at beginning of year

34,800 110,677

Cash and cash equivalents at end of year

138,916 34,800

(1) Comparative balances have been restated (refer note 30).

Consolidated Statement

of Cash Flows

57
Sky / 2022 Annual Report

Notes to the Consolidated

Financial Statements

For the year ended 30 June 2022

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

2022 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 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 2022.

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-22Jun-21

Sky DMX Music LimitedCommercial musicNew ZealandSky

50.50%50.50%

Sky Ventures LimitedNon-tradingNew 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)

Broadband servicesNew 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 Limited

Content generation,

subscriptions and

marketing

Ireland

Sky Investment

Holdings Limited

100.00%100.00%

RugbyPass Asia Pte Ltd

1

Non-tradingSingaporeRugbyPass Limited

-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

Holdings Limited

81.00%81.00%

RugbyPass UK Limited

(incorporated 26 Jan 2021)

Management servicesUnited Kingdom

Sky Investment

Holdings Limited

100.00%100.00%

(1) At the request of the Group, RugbyPass Asia Pte Ltd was struck off the Register of Companies on 10 January 2022.

58
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 Estimates

Impact of COVID-19

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 2022, and also considered whether there are any events or changes in

circumstances since the signing of the 2021 financial statements and Interim 2022 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 plan;

• the improvement in the Group’s share price between 30 June 2021 and 30 June 2022; and

• the premium of net assets to market capitalisation has reduced significantly from the position as at 30 June 2021, noting that

this market capitalisation excludes any control premium,

and have concluded that there is a $2.0 million impairment of RugbyPass goodwill at 30 June 2022 (refer note 16).

Programming rights – the ability to monetise prepaid and future sports programming rights. During the ordinary course of

business, the Group continues to negotiate sports rights and equitable reductions from our content partners. On 18 February 2022

the Group announced it had entered into a contract with the English Premier League for six years, starting with the upcoming

2022/23 season. 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. During the year, the Group received credit notes for cancelled events

during the Auckland lockdown totalling $7.8 million. Management further considered the valuation of the programming rights

arising from the share issue to the NZ Rugby Union and assessed the carrying value as appropriate as the future economic benefit

is still expected to be realised.

Capital Structure – As at 30 June 2022 the Group had working capital of $90.4 million compared to negative working capital of

$28.8 million at 30 June 2021. 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, the cash available of $139 million and

the undrawn banking facility of $150 million as at 30 June 2022 (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 2021 apart from the Group adopting

the interpretation to reflect the April 2021 IFRS Interpretations Committee (IFRIC) agenda decision on Configuration and

Customisation costs in a Cloud Computing Arrangement. The Group has not early adopted any standard, interpretation or

amendment that has been issued but is not yet effective.

59
Sky / 2022 Annual Report

Significant Accounting Policies and

Critical Judgements and Estimates (Continued)

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.

The Group has adjusted the prior period in respect of configuration and customisation costs incurred in implementing Software as

a Service (SaaS) arrangements. The Group has also adjusted an overstatement of the lease liability as at the date of adoption of

NZ IFRS 16 Leases to reflect the contractual payment terms. The impact of these changes on the Group financial statements is

summarised in note 30.

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

In April 2021 the IFRS Interpretations Committee (IFRIC) issued an agenda decision on Configuration and Customisation costs

in a Cloud Computing Arrangement. The Group has completed a review of relevant cloud computing arrangements and has

implemented the interpretation to reflect the new guidance published by IFRIC.

The interpretation requires that configuration and customisation costs are expensed as incurred unless the activities either provide

Sky with control of an intangible asset, or, if undertaken by the Software as a Service (SaaS) vendor, comprise a service that is not

distinct from the provision of the SaaS arrangement. The change has been retrospectively applied as detailed in note 30.

Note 15 describes the entity’s interpretation in respect of configuration and customisation costs incurred in implementing Software

as a Service arrangements. In applying the entity’s accounting policy, the Group made the following key judgements that may have

the most significant effect on the amounts recognised in financial statements:

Capitalising configuration and customisation costs in SaaS arrangements

Configuration and customisation activities undertaken in implementing SaaS arrangements may entail the development of

software code that enhances, modifies, or creates additional capability to the existing on-premise software to enable it to connect

with the cloud-based software applications (referred to as integrations). Judgement was applied in determining whether the

additional code meets the definition of and recognition criteria for an intangible asset in NZ IAS 38 Intangible Assets. The Group

has recognised $16 million in FY21 and $12.3 million in FY22 of configuration and customisation costs as intangible assets.

Determining whether configuration and customisation services are distinct from the SaaS

Where the SaaS vendor provides both implementation services and the SaaS arrangement, the Group have applied judgement

to determine whether these services are distinct from each other or not, and therefore, whether the implementation services are

expensed as the software is configured or customised (i.e. upfront), or over the SaaS contract term. Where the configuration and

customisation activities significantly modify or customise the cloud software, these activities will not be distinct from the access to

the cloud software over the contract term. Judgement has been applied in determining whether the degree of customisation and

modification of the cloud based software would be deemed significant. The Group has recognised $0.8 million in FY21 and $nil in

FY22 as prepayments in respect of implementation services performed by SaaS vendors.

Environmental, Social and Governance (ESG) reporting

The Group as part of its enterprise risk management framework continues to monitor its exposure to risk, including climate related

risk and related regulatory reporting requirements. Sky intends to specifically review and report on exposure to climate related

risk, and potential opportunities in line with legislative requirements currently under development and likely to reflect the Financial

Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD) requirements. Emissions measurement systems are in

place, and these will continue to be further refined with a view to initiating reporting in the 2023 financial year.

We do not at this stage consider there to be any significant financial impact for the Group from climate change but will continue to

monitor as our strategic framework, systems and processes evolve and as regulatory frameworks are finalised and introduced.

60
4. Segment and Revenue Information

In NZD 00030-Jun-2230-Jun-21

Sky Box subscriptions

514,029532,122

Broadband subscriptions

8,78271

Streaming subscriptions

93,26673,267

Commercial revenue

47,37943,679

Advertising

47,59244,866

Other revenue

25,06317,229

736,111711,234

Description of revenue streams

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

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

on a monthly basis in advance and contracts are normally for a period of 12 months with monthly renewals thereafter. Early

termination fees apply. Revenue is recognised over the period to which the subscription relates.

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).

Broadband revenue: This includes revenue from Sky’s Broadband service which is provided primarily to Sky Box customers.

Customers are invoiced in advance on a monthly basis either on a twelve month or rolling monthly contract. Early termination fees

apply to 12 month contracted customers only. Revenue is allocated across the performance obligations on a relative standalone-

selling price basis, using market-based approaches as follows:

• the provision of broadband connectivity – recognised on a straight-line basis over the contract term (i.e. as billed monthly);

• the provision of a voucher for Disney+ – recognised at a point in time when the voucher is issued.

• voice services – recognised either on a straight-line basis over the term (for bundles) or as incurred (additional calls), consistent

with billing.

• costs incremental to obtaining a contract are expensed as incurred.

Streaming revenue:: This includes 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. In the prior year retransmission revenue was billed in

arrears, which continued until 1 March 2022, when invoicing in advance commenced.

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

the wholesale customer 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. Customers are invoiced in advance

on a monthly basis and contracts are normally for a period of 12 months with monthly renewals thereafter.

Commercial revenue: This includes commercial revenue earned from Sky subscriptions at businesses throughout New Zealand.

Customers are invoiced in advance on a monthly basis and contracts are normally for a period of 12 months with monthly

renewals thereafter.

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

revenue is recognised 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.

Revenue from the lease of Broadband equipment to the customer is recognised on a straight-line basis over the contract term,

consistent with monthly billing.

61
Sky / 2022 Annual Report

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. This assessment includes the determination of control over

pricing and products and these judgements may have an effect on the reported revenue and operating cash flows.

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 2022. 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

Sky Box

subscriptions

Broadband


subscriptions

Streaming


subscriptions

Commercial

revenueAdvertisingOther revenue

Total revenue

from contracts

with customers

For the year ended 30 June 2022

Revenue from customers

514,0298,78293,26647,37947,59225,063736,111

Total revenue

514,0298,78293,26647,37947,59225,063736,111

Timing of revenue recognition

At a point in time

5,195 366 --47,5927,46760,620

Over time

508,8348,41693,26647,379 - 17,596675,491

514,0298,78293,26647,37947,59225,063736,111

For the year ended 30 June 2021

Revenue from customers

532,1227173,26743,67944,86628,874722,879

Inter-segment revenue

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

Total revenue

532,1227173,26743,67944,86617,229711,234

Timing of revenue recognition

At a point in time

5,291 - --44,8667,64457,801

Over time

526,8317173,26743,679 - 9,585653,433

532,1227173,26743,67944,86617,229711,234

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).

Segment and Revenue Information (Continued)

62
5. Other Income

Other income includes:


In NZD 000Notes30-Jun-2230-Jun-21

Government grant R&D tax credit

1,9721,752

Gain on sale of OSB

28-5,787

RugbyPass content provision release

27-1,476

RugbyPass earnout release

27-3,553

Gain on sale of Mt Wellington properties

1

1313,981-

Other income

800952

16,75313,520

(1) Includes $6.1 million gain on sale relating to the sale and leaseback of the groups land and buildings located at 10 Panorama Road,

Mt Wellington and a $7.8 million gain on sale of land and buildings located at 16 and 34 Leonard Road, Mt Wellington.

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.

6. Operating Expenses

Profit before tax includes the following separate expenses:

In NZD 000Notes30-Jun-2230-Jun-21

Depreciation, amortisation and impairment

Depreciation and impairment of property, plant and equipment

1


1327,27636,355

Amortisation of intangibles

2

1522,18133,901

Depreciation and impairment of right-of-use assets

1430,71436,240

Impairment of goodwill

162,000-

Total depreciation, amortisation and impairment

82,171106,496

Credit loss

Movement in provision

316374

Net write-off

9751,080

Total credit loss

91,2911,454

Fees paid to external auditors

Audit fees paid to principal auditors

3

661 589

Regulatory reporting

18 9

Non-assurance services by principal auditors

Treasury related financial markets risk analysis and commentary

- 9

Total fees to external auditors

679607

Employee costs

4

75,29482,416

Kiwisaver employer contributions

2,2802,134

Donations

84187

Operating lease and rental expenses

941922

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

(2) Comparative balance has been restated (refer note 30).

(3) The audit fee includes the fee for both the annual audit of the financial statements and the review of the interim financial statements.

(4) The decrease in employee costs in 2022 is primarily due to the release of the Holidays Act 2003 compliance provision of $2.7 million, lower

employee head count and termination benefits of $1.8 million paid to the former CEO in the prior period.

63
Sky / 2022 Annual Report

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

present obligations resulting from employee 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.

7. Earnings Per Share

30-Jun-2230-Jun-21

1

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

2

62,14543,957

Weighted average number of ordinary shares on issue (thousands)

174,688174,648

Basic and diluted earnings per share (cents)

35.5725.17

Issued ordinary shares at the beginning of the year

174,688,323174,628,323

Ordinary shares issued on 1 March 2021

-60,000

Total number of shares on issue

174,688,323174,688,323

Weighted average number of ordinary shares on issue

174,688,323 174,648,378

(1) Prior year balances have been restated to reflect the share consolidation on 17 September 2021 (refer note 20).

(2) Comparative balance has been restated (refer note 30).

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.

Operating Expenses (Continued)

64
8. Taxation

Income tax expense

The total charge for the year can be reconciled to the accounting profit as follows:

In NZD 00030-Jun-2230-Jun-21

1

Profit before tax

80,75163,345

Prima facie tax expense at 28%

22,61017,737

Non-assessible income

(6,652)(1,268)

Non-deductible expenses

1,984710

Prior year adjustment

(644)371

Adjustment for change to building depreciation

-153

Tax loss not recognised

614611

Effect of foreign tax rates

627756

Income tax expense

18,53919,070

Allocated between:

Current tax payable

20,12425,143

Deferred tax

(1,585)(6,073)

Income tax expense

18,539 19,070

(1) Comparative balance has been restated (refer note 30).

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.

Imputation credits

In NZD 00030-Jun-2230-Jun-21

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

189,788 161,341

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.

65
Sky / 2022 Annual Report

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 2022

At 1 July 2021

2,575(1,669)5,629(548)5,987

Disposal of Mt Wellington properties

377 - - -377

NZ IFRS 9 hedging adjustment recognised through

other comprehensive income

- - - (3,150)(3,150)

Prior period adjustments recognised through equity

- - - 120120

Credited/(charged) to profit and loss

(2,231)5,408(1,592) - 1,585

Balance at 30 June 2022

7213,7394,037(3,578)4,919

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)

Prior period adjustments recognised

through equity

1

1,273(1,448) - -(175)

Credited/(charged) to profit and loss

3,2016,591(3,719) - 6,073

Balance at 30 June 2021

2,575(1,669)5,629(548)5,987

(1) Comparative balance has been restated (refer note 30).

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 Rugby Pass

accumulated losses of $23,724,000 (30 June 2021: $19,412,000) and Sky Network Services Limited’s (previously Igloo Limited)

accumulated losses of $11,850,000 (30 June 2021: $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.

Taxation (Continued)

66
9. Trade and Other Receivables

In NZD 000Note30-Jun-2230-Jun-21

Trade receivables

35,416 37,694

Less provision for loss allowance

(1,588)(1,272)

Trade receivables - net

33,828 36,422

Other receivables

11,966 8,847

Owing by NEP

28- 7,000

Prepaid expenses

9,565 13,346

Balance at end of year

55,359 65,615

Deduct receivables not classified as financial assets

1

(11,945)(13,601)

Financial instruments

2643,41452,014

(1) Receivables 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.

The impairment of trade receivables as at 30 June 2022 is as follows:

30-Jun-2230-Jun-21

In NZD 000

Gross ImpairmentGross Impairment

Residential subscribers

22,408(1,072)24,326(1,099)

Commercial subscribers

4,783(176)4,759(32)

Wholesale customers

1,345 - 1,004 -

Advertising

4,731(7)4,680(60)

Other

2,149(333)2,925(81)

35,416(1,588)37,694(1,272)

67
Sky / 2022 Annual Report

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


30-Jun-2230-Jun-21

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% 28,999 72

Not past due

0.2% 31,483 75

Past due 0-30 days

3.1%3,397107

Past due 0-30 days

2.3%3,83287

Past due 31-60 days

7.5%1,30297

Past due 31-60 days

7.3%1,07579

Past due 61-90 days

42.0%638268

Past due 61-90 days

55.8%557311

Greater than 90 days

96.7%1,0801,044

Greater than 90 days

96.4%747720

35,4161,58837,6941,272

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

In NZD 000Note30-Jun-2230-Jun-21

Opening balance

1,272 898

Charged during the year

6 1,291 1,454

Utilised during the year

(975)(1,080)

Closing balance

1,588 1,272

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 $1.1 million (30 June 2021: $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.

Trade and Other Receivables (Continued)

68
10. Programme Rights Inventory

In NZD 000Note30-Jun-2230-Jun-21

Opening balance

103,154115,672

Acquired during the year

329,888 266,348

Written off during the year

(1,152)(7,466)

Charged to programming expenses

(310,483)(271,400)

Balance at end of year

121,407103,154

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 31).

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 and linear entertainment channels – 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.

69
Sky / 2022 Annual Report

11. Trade and Other Payables and Contract Liabilities

In NZD 000Notes30-Jun-2230-Jun-21

Trade payables

100,682 83,710

Employee entitlements

9,412 10,560

Tax payables

5,465 7,377

Accruals

34,746 31,119

Provisions

1

27 2,552 5,887

Balance at end of year

152,857 138,653

Current

151,711 137,077

Two to five years

1,146 1,576

152,857 138,653

Less

Payables not classified as financial instruments

1

(17,429)(23,824)

Financial instruments

25135,428114,829

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

the “Financial instruments” category.

Contract liabilities are recognised for payments received from Sky Box, Commercial, Streaming and Broadband customers in

advance and are recognised in revenue over the service period. Contract liabilities recognised at the end of the financial year

are recognised as revenue in the following year.

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-2230-Jun-21

Deferred revenue

52,505 52,267

Contract liabilities of $52,267,000 were released into revenue during the year ended 30 June 2022 (30 June 2021: $51,180,000).

Contract liabilities are not classified as financial instruments.

70
12. Assets Held for Sale

In May 2022, the Group commenced negotiations to sell the RugbyPass business for consideration of $11.0 million to Rugby World

Cup Ltd as part of a wide ranging multi-year partnership. Those negotiations are progressing positively, and settlement is expected

to be completed within the next 12 months.

The assets and liabilities classified as held for sale on 30 June 2022 relate to the sale of RugbyPass business. The assets classified

as held for sale at 30 June 2021 related to the properties known as Studio 2 and Studio 3 only.

The assets classified as held for sale have been reported at their book value.

In NZD 000Note30-Jun-2230-Jun-21

Assets

Property, plant and equipment (net)

13 - 13,436

Trade and other receivables

14 1,737 -

Other intangible assets

15 2,064 -

Goodwill

16 8,981 -

Assets held for sale

12,78213,436

Liabilities

Trade and other payables

1,612 -

Deferred tax liability

363-

Liabilities associated with assets held for sale

1,975-

The movements in assets held for sale are:

In NZD 000

Property, plant

and equipmentGoodwill

Other

intangible

assets

Current

Assets

Current

liabilities

Other

non-current

liabilitiesTo t a l

Balance at 1 July 2021

13,436- - ---13,436

Additions

20,7598,981 2,064 1,737 (1,612) (363) 31,566

Disposals (note 13)

(34,195)--- - - (34,195)

Balance at 30 June 2022-

8,981 2,064 1,737 (1,612) (363) 10,807

71
Sky / 2022 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

developmentTo t a l

For the year ending 30 June 2022

Cost

Balance at 1 July 2021

43,799 110,718 254,055 245,178 77,827 1,666 733,243

Transfer between categories

1011,071- - 94(1,266)-

Additions

9481,02797711,6052,6772,57819,812

Disposals

(34,570)(901)(8,346)(17,413)(4,113) - (65,343)

Balance at 30 June 2022

10,278111,915246,686239,37076,4852,978687,712

Accumulated depreciation

Balance at 1 July 2021

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

Depreciation for the year (note 6)

725 2,334 1,785 15,930 6,502 - 27,276

Disposals

(13,588)(561)(8,346)(17,414)(4,099) - (44,008)

Balance at 30 June 2022

3,854104,839241,189206,65059,787 - 616,319

Net book value at 30 June 2022

6,4247,0765,49732,72016,6982,97871,393

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 2020

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

Transfer between categories

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

Depreciation for the year (note 6)

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

Land, buildings, and leasehold improvements at 30 June 2022 includes land with a cost of $1,600,000 (30 June 2021: $2,625,000).

The land and buildings at Mt Wellington were sold on 18 March 2022 and have been recognised as disposals. Depreciation related

to broadcasting assets (including decoders and capitalised installation costs) of $20,049,000 (30 June 2021: $26,101,000)

accounts for the majority of the total depreciation charge.

72
Property, Plant and Equipment (Continued)

Sale and Leaseback of Mt Wellington Land and Buildings

On 18 March 2022, the Group completed the sale and leaseback of its Mt Wellington land and building located at 10 Panorama

Road known as Studio 1 which had a book value of $20.8 million at the time of sale. Total net proceeds were $34.3 million resulting

in a gain on sale and leaseback of $13.5 million of which $6.1 million was recognised in other income in the current period.

The unrecognised $7.4 million portion of the sale and leaseback gain is to be allocated to the Studio 1 right of use asset, reflecting

the proportion of the previous carrying amount of the land and building that relates to the right of use asset transferred to the

lessor, and to be amortised over the life of the lease. The leaseback gave rise to a right of use asset of $6.2 million, a lease liability

of $13.6 million and a deferred tax asset of $2.1 million.

On 18 March 2022, the Group also completed the sale of two properties known as Studio 2 and Studio 3 located at 34 and 16

Leonard Road, Mt Wellington. Total net proceeds were $21.3 million resulting in a gain on sale of $7.8 million which was recognised

as other income in the year.

The gain on sale for the Mt Wellington properties is as follows:

In NZD 000Studio 1Studio 2Studio 3To t a l

Net book value

20,8003,37810,01734,195

Sale proceeds

34,3217,50313,75655,580

Financing adjustment

(7,404)--(7,404)

Gain on sale

6,1174,1253,73913,981

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 $234,000 of capitalised labour costs (30 June 2021: $207,450).

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.

73
Sky / 2022 Annual Report

14. Right-Of-Use Assets

In NZD 000TransmissionPropertyEquipmentMotor vehiclesTo t a l

Right-of-use assets

Balance at 1 July 2021

52,6963,4528,01810664,272

Additions

-14,18611,210725,403

Lease modification

(1,003)---(1,003)

Terminations

(657)---(657)

Depreciation

(22,506)(1,484)(6,647)(77)(30,714)

Balance at 30 June 2022

28,53016,15412,5813657,301

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

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

Balance at 30 June 2021

52,6963,4528,01810664,272

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 restrictions in the prior year, 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 for property leases is nil (30 June

2021: $29,000). 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.

74
15. Intangible Assets

In NZD 000NotesSoftware

Other

intangibles

Projects under

developmentTo t a l

For the year ending 30 June 2022

Cost

Balance at 1 July 2021

198,9847,2831,648 207,915

Transfer from projects under development

1,476 - (1,476) -

Additions

13,369 - 11,502 24,871

Disposals

(3,382)- - (3,382)

Assets held for sale

12(3,011) (4,362) - (7,373)

Balance at 30 June 2022

207,4362,92111,674222,031

Accumulated amortisation

Balance at 1 July 2021

153,0933,665 - 156,758

Amortisation for the year

20,4001,781 - 22,181

Disposals

(3,298)- - (3,298)

Assets held for sale

12(2,711)(2,599) - (5,310)

Balance at 30 June 2022

167,4842,847 - 170,331

Net book value at 30 June 2022

39,9527411,67451,700

For the year ending 30 June 2021

Cost

Balance at 1 July 2020

181,7429,0579,291 200,090

Transfer between categories

-(369) - (369)

SaaS adjustment

1

(6,039)--(6,039)

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

198,9847,2831,648207,915

Accumulated amortisation

Balance at 1 July 2020

130,7512,783 - 133,534

Transfer between categories

-(369) - (369)

SaaS adjustment

1

(1,495)--(1,495)

Amortisation for the year

33,3252,071 - 35,396

Disposals

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

Balance at 30 June 2021

153,0933,665 - 156,758

Net book value at 30 June 2021

45,8913,6181,64851,157

(1) Restatement in prior period (refer note 30).

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 $5,706,000 of accumulated capitalised labour costs (30 June 2021: $8,556,000), $5,650,000

of which was incurred in the current year (30 June 2021: $6,975,000) and $Nil capitalised interest (30 June 2021; $242,000).

Costs associated with cloud computing arrangements not controlled by Sky are expensed as incurred. Configuration and

customisation costs are capitalised if they are directly attributable to identifiable intangible assets which are controlled by Sky

and are generated or acquired during implementation. These assets are amortised over their estimated useful lives (generally

three to five years). Configuration and customisation costs are otherwise expensed as incurred unless they relate to services

performed by the SaaS vendor which are assessed as not distinct from the SaaS offering, in which case they are capitalised as

a prepayment and expensed over the service contract period.

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.

75
Sky / 2022 Annual Report

16. Goodwill

In NZD 000Notes30-Jun-2230-Jun-21

Opening balance

255,245256,312

Disposal of OSB

28-(1,067)

Transfer to held for sale

12(8,981)-

Impairment

6 (2,000) -

Closing balance

244,264 255,245

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.

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 Rugby Pass 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 the Sky CGU and the RugbyPass CGU for the year ended 30 June 2022 have been

determined based on fair value less cost of disposal calculation using the discounted cash flow (DCF) model and the price

a willing buyer would pay for the RugbyPass business. For the year ended 30 June 2022 management has utilised the same

valuation approach and model used in the prior year for calculating the recoverable amount of the Sky CGU. 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. Some of these changes would not be included if value-in-use

calculations were used to determine the recoverable amounts of the Sky CGU and therefore fair value less cost of disposal

calculations leads to the highest recoverable amounts for the Sky CGU.

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.

Intangible Assets (Continued)

76
Goodwill (Continued)

Cash flows over the forecast period (FY23 to FY27)

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 for the purposes of the impairment testing, referred

to as the goodwill impairment test model were approved by the Board on 20 July 2022.

In determining the cash flows for the goodwill impairment test model, the Board acknowledges that there continues to be ongoing

uncertainties surrounding factors such as:

• the ongoing uncertainty caused by the COVID-19 pandemic;

• the heightened impact of the economic environment (inflation and rising interest rates) as customers rationalise

household spending;

• 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;

• expansion of content delivery by means other than satellite, specifically the growth 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 2021, the goodwill impairment test model 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 2022;

• higher growth in streaming revenues on the back of securing key partnerships with HBO and EPL;

• Sky Box stabilisation delayed reflecting the economic uncertainty impacting household spend;

• a less aggressive growth outlook in broadband;

• changes to sport and entertainment costs to reflect new and/or revised rights deals (e.g. securing the long-term partnerships

with HBO and EPL) and revised assumptions around content renewals in the future; and

• other structural changes

Valuation approach

For the year ended 30 June 2022, Management has utilised the same valuation approach and model used in the prior year for the

Sky CGU, other than refreshing the discounts rates and terminal growth rates (referred to as the Goodwill impairment test case

approved by the Board on 20 July 2022).

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 with Neon and Sky Sport

Now following the HBO renewal and securing the EPL.

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.

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.

77
Sky / 2022 Annual Report

Goodwill (Continued)

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.

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 2022 impairment assessment calculations (and the equivalent

assumptions for 30 June 2021) are detailed below. Costs of disposal are assumed to be 1% (30 June 2020: 1%) of enterprise value.

30-Jun-22

30-Jun-21

Sky CGURugbyPass CGU

Sky CGURugbyPass CGU

Terminal growth rate

2.0%N/A1.4%2.0%

Discount rate (post-tax)

1

10.6%N/A14.3%35.0%

Discount rate (pre-tax)

1

14.7%N/A19.9%48.6%

(1) The Sky CGU discount rate has reduced from the prior year reflecting the successful launch of Broadband.

The 2% 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.

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).

RugbyPass CGU

The Rugby Pass business is being marketed for sale and accordingly has been classified as held for sale at 30 June 2022. The fair

value has been assessed as $11 million based on market data and accordingly a $2 million impairment has been recognised.

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 a $2 million

impairment of the carrying value of RugbyPass goodwill is required at 30 June 2022.

30-Jun-22

30-Jun-21

In NZD 000Notes

Sky CGURugbyPass CGU

Sky CGURugbyPass CGU

Opening balance

244,26410,981245,33110,981

Impairment

-(2,000)--

Disposal of OSB

28--(1,067)-

Transfer to assets held for sale

12-(8,981)--

Closing balance

244,264-244,26410,981

78
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

272.1 (277.2)

+/-10% change to ARPU

1

399.9 (398.6)

Streaming revenues+/-10% change to subscribers

91.3 (91.4)

+/-10% change to ARPU

109.1 (109.0)

Sky CGU costs+/-20% change to programming cost renewals

1

579.3 (579.3)

+/-1% change to capex as % of revenue

94.8 (94.8)

DCF assumptions+/-2% change to discount rate

172.7 (107.2)

+/-1% change to terminal growth rate

56.3 (44.4)

(1) For the most material forecast cashflow assumptions, namely Sky Box subscriber numbers, Sky Box ARPU, and programming cost renewals, the

sensitivity levels at which Sky CGU goodwill headroom reduces to nil are: Sky Box subscriber numbers (8.9)%, Sky Box ARPU (6.3)%, and programming

costs renewals 4.1%. 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 2022 was $2.36 equating to a market capitalisation of $412 million, and the share price on the day the

financial statements were signed was $2.59 equating to a market capitalisation of $452.4 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 2022 was $496.5 million ($2.84 per share). Management and the Directors have considered the market capitalisation and

net assets and concluded there is no indicator of impairment.

Goodwill (Continued)

79
Sky / 2022 Annual Report

17. Borrowings

30-Jun-2230-Jun-21

In NZD 000CurrentNon-currentTo t a lCurrentNon-currentTo t a l

Borrowings

1

1,035 - 1,035 1,137 1,035 2,172

1,035 - 1,035 1,137 1,035 2,172

(1) Borrowings include third-party loans only.

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 NZ Limited securing a facility of $200 million maturing on 31 July 2023.

On 18 March 2022, the Group renegotiated the bank facility to reduce the limit to $150 million and extend the facility to 31 July 2025.

The facility arrangements (together with certain hedging arrangements) take the benefit of shared security granted by certain

members of the Group, including:

• a general security deed granted by each of Sky Network Television Limited, RugbyPass Limited, Sky Network Services Limited,

Sky Investment Holdings Limited;

• real property mortgages granted over certain real property interests of Sky Network Television Limited; and

• 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 in the 2022 financial year and no breaches are anticipated within the next 12

months.

Bank overdrafts of $825,000 (30 June 2021; $1,511,000) have been set off against cash balances.

Bonds

The $100 million bonds, issued by the Group on 31 March 2014, 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.

80
Borrowings (Continued)

Changes in liabilities arising from financing activities

In NZD 0001 July 2021AdditionsRepaymentFeesReclass

Other

1

movements

30 June

2022

Current liabilities

Third party loan

1,137 - (1,137) - 1,035 - 1,035

Lease liabilities

39,074 - - - (7,830) - 31,244

Non-current liabilities

Third party loan

1,035 - - - (1,035) - -

Lease liabilities

31,07533,068(32,144) - 7,830(394)39,435

72,32133,068(33,281)- - (394)71,714

In NZD 0001 July 2020AdditionsRepaymentFeesReclass

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

68,077

2

5,181(37,503) - (2,512)(2,168)31,075

207,2875,181(138,674)293 - (1,766)72,321

(1) Other movements include exchange differences and changes in fair value (refer note 30).

(2) Lease liability opening balance is restated for the adjustment to lease standard adoption (refer note 30).

81
Sky / 2022 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 2022

Balance at 1 July 2021

58,1464,0157,87910970,149

Additions for the period

1

-21,79211,269733,068

Lease modifications and terminations

(1,647)---(1,647)

Add interest for period

1,59155640142,552

Less repayments

(24,955)(2,469)(7,190)(82)(34,696)

Foreign currency revaluation

823-430-1,253

Balance at 30 June 2022

33,95823,89412,7893870,679

Current

22,4292,7726,0063731,244

Two to five years

11,52910,2846,783128,597

More than five years

-10,838--10,838

Balance at 30 June 202233,95823,89412,7893870,679

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)

Lease liability restatement

2

(5,226) - - - (5,226)

Balance at 30 June 2021

58,1464,0157,87910970,149

Current

32,6941,4924,8157339,074

Two to five years

25,4522,5233,0643631,075

Balance at 30 June 202158,1464,0157,87910970,149

(1) Property additions include the $7.4 million sale and leaseback adjustment to the Right-of-use asset refer notes 13 & 14.

(2) Comparative balance has been restated (refer note 30).

Short term lease costs included in expenses in the consolidated statement of comprehensive income are $3,715,000 (30 June 2021:

$3,172,000). No leases were terminated or assigned to other parties during the period resulting in a lease gain of $Nil (30 June 2021;

$197,000) which is recorded in other income in the consolidated income statement.

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

one and ten 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.

82
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.

83
Sky / 2022 Annual Report

19. Finance Costs, Net

In NZD 00030-Jun-2230-Jun-21

Finance income

Interest income

(814)(226)

Finance expense

Interest expense on bank loans

2,7653,036

Interest expense on bonds

-4,688

Lease interest

2,5873,527

Amortisation of bond costs

-205

Bank facility finance fees

420485

Total interest expense

5,77211,941

Unrealised exchange loss/(gain) - foreign currency payables

5,433(2,510)

Unrealised exchange (gain)/loss - foreign currency hedges

(4,815)1,854

Realised exchange loss/(gain) - foreign currency payables

518(523)

6,09410,536

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 or loss except where hedge accounting is applied and foreign exchange gains and losses are deferred in other

comprehensive income.

84
20. Share Capital

30-Jun-2230-Jun-21

Notes

Number of

shares (000)

Ordinary shares

(NZD 000)

Number of

shares (000)

1

Ordinary shares

(NZD 000)

Shares on issue at beginning of year

174,688 768,766 174,628 767,608

Shares issued to Chief Executive

29- - 60 1,158

174,688 768,766 174,688 768,766

(1) Prior year balances have been restated to recognise the share consolidation on 17 September 2021.

On 25 August 2021, Sky announced to the NZX and ASX its intention to consolidate every 10 shares held at 5:00pm on

16 September 2021 into 1 share. The consolidation was completed on the 17th September 2021.

After the share consolidation completion the total issued capital of shares is 174,688,323, the amount is slightly higher than the

174,687,956 estimated prior to commencing the consolidation due to rounding of fractional entitlements to shares.

On 21 February 2020, 20,000 ordinary shares (200,000 pre share consolidation) were issued to Sky’s former Chief Executive

Martin Stewart as part of Mr Stewart’s employment agreement. On 1 March 2021, the remaining 60,000 ordinary shares

(600,000 pre share consolidation) included in Sky’s former Chief Executive Martin Stewart’s employment contract were issued

in accordance with his employment agreement (refer note 29) at a value of $1.93 per share.

85
Sky / 2022 Annual Report

21. Reserves

In NZD 000Notes

Hedge

reserve

Share based

compensation

reserve

Currency

translation

reserve

Total

reserves

As at 30 June 2022

Balance as at 1 July 2021

1,106-(71)1,035

Translation of subsidiary

- - 318318

Cash flow hedges (net of tax)

Revaluation

12,785 - - 12,785

Reclassification to profit or loss

(1,535) - - (1,535)

Deferred tax

8(3,150) - - (3,150)

Balance at 30 June 2022

9,206 - 2479,453

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

86
22. Derivative Financial Instruments

30-Jun-2230-Jun-21

In NZD 000NotesAssetsLiabilities

Notional

amountsAssetsLiabilities

Notional

amounts

Forward foreign exchange contracts -

cash flow hedges

2513,546- 235,194 2,525(615) 192,951

Forward foreign exchange contracts - dedesignated

255,263 - 81,667 546 (1,222) 92,443

Total forward foreign exchange derivatives

18,809- 316,861 3,071(1,837) 285,394

Analysed as:

Current

14,345-199,1411,347(1,495)161,445

Non-current

4,464 -117,720 1,724 (342)123,949

18,809-316,8613,071(1,837)285,394

Foreign exchange rates

Foreign exchange rates used at balance date for the New Zealand dollar are:

30-Jun-2230-Jun-21

USD

0.62140.7002

AUD

0.90310.9311

GBP

0.51170.5058

EUR

0.59390.5883

JPY

84.745577.3772

Sensitivity analysis for foreign exchange

A 10% strengthening or weakening of the NZD against the following currencies as at 30 June 2022 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 2022

Foreign currency payables

USD

- 3,627 - (4,433)

AUD

- 6,276 - (7,671)

Foreign exchange hedges

USD

(10,768)(2,325)13,1622,842

AUD

(11,291)(2,605)13,8003,184

(22,059)4,97326,962(6,078)

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)

87
Sky / 2022 Annual Report

Interest rates

During the year ended 30 June 2022, interest rates on borrowings varied in the range of 3.34% to 6.4% (30 June 2021: 2.1% to 6.25%).

The Group’s interest rate structure is as follows:

30-Jun-2230-Jun-21

In NZD 000Notes

Effective

interest rateCurrentNon-current

Effective

interest rateCurrentNon-current

Assets

Cash and cash equivalents

2.00%138,916 - 0.25%34,800 -

Liabilities

Borrowings

175.42%(1,035)-5.42%(1,137)(1,035)

Lease liabilities

184.22%(31,244)(39,435)4.00%(39,074)(31,075)

106,637(39,435)(5,411)(32,110)

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 2022 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 ongoing 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.

Derivative Financial Instruments (Continued)

88
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) Forward exchange contracts

89
Sky / 2022 Annual Report

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-2230-Jun-21

In NZD 000USDAUDOTHERUSDAUDOTHER

Foreign currency payables

(24,793)(62,346)(1,002)(22,152)(80,252)(587)

De-designated forward exchange contracts

23,96057,707 - 21,60770,836 -

Net balance sheet exposure

(833)(4,639)(1,002)(545)(9,416)(587)

Forward exchange contracts

(for forecasted transactions)

110,875124,319 - 88,877104,074 -

Total forward exchange contracts

134,835182,026 - 110,484174,910 -

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 years30%90%

4-6 years0%75%

7-10 years0%60%

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 $18,809,000 (30 June 2021: $3,071,000).

90
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 $150,000,000 as at 30 June 2022 (30 June 2021: $200,000,000) that can be drawn

down to meet short-term working capital requirements. The facility limit at 30 June 2022 is $150 million, and 30 June 2021 was

$200 million.

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 2022

Non derivative financial liabilities

Third party loans

171,035 (1,047)(1,047)--

Lease liabilities

1870,679 (78,920)(33,795)(20,683)(24,442)

Trade and other payables

11135,428(135,428)(134,282)(430)(716)

Contingent consideration

28- ----

Derivative financial liabilities

Forward exchange contracts used

for hedging - net outflow/inflow

1

22-----

207,142(215,395)(169,124)(21,113)(25,158)

At 30 June 2021

Non derivative financial liabilities

Third party loans

172,172 (2,219)(1,172)(1,047)-

Lease liabilities

1870,149 (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)

188,987(197,340)(154,489)(27,589)(15,262)

(1) The table excludes the contractual cash flows of the forward exchange contracts which are included in assets.

91
Sky / 2022 Annual Report

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 2022

Forward foreign exchange contracts

Outflow (at FX hedge rate)

USD

(134,835)(93,301)(41,534)-

AUD

(182,026)(105,840)(76,186)-

Inflow (at year end market rate)

USD

0.6214 91,842 147,799104,04943,750-

AUD

0.9031 168,853 186,970109,07777,893-

17,90813,9853,923 -

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

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. 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. On 31 March 2021 the Group repaid its bond of $100 million out of cash reserves

(refer note 17).

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 (2021: complied).

As at 30 June 2022 the Group’s debt excluding lease liabilities is $1.0 million (30 June 2021: $2.0 million) This is covered by cash

reserves of $138.9 million (30 June 2021; $34.8 million).

92
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: Quoted 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-2230-Jun-21

Assets measured at fair value

De-designated forward exchange contracts

225,263 546

Derivatives used for hedging - cash flow hedges

2213,546 2,525

Total assets

18,809 3,071

Liabilities measured at fair value

Contingent consideration

27,28-(171)

De-designated forward exchange contracts

22-(1,222)

Derivatives used for hedging - cash flow hedges

22-(615)

Total liabilities

-(2,008)

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).

93
Sky / 2022 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-2230-Jun-21

In NZD 000Notes

Carrying

amountFair value

Carrying

amountFair value

Financial assets at amortised cost

Cash and cash equivalents

138,916138,91634,80034,800

Trade and other receivables

943,41443,41452,01452,014

Financial assets at fair value through profit or loss

Derivatives designated as hedging instruments (cash flow hedges)

2213,54613,5462,5252,525

Derivatives not designated as hedging instruments

225,2635,263546546

201,139201,13989,88589,885

Financial liabilities at amortised cost

Other loans

171,0359022,1722,046

Lease liabilities

1870,67970,75275,37570,023

Trade and other payables

11135,428135,428114,829114,829

Financial liabilities at fair value through OCI

Derivatives designated as hedging instruments (cash flow hedges)

22--615615

Derivatives not designated as hedging instruments (fair value hedges)

22--1,2221,222

207,142207,082194,213188,735

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).

94
27. Contingent Consideration and Provisions

In NZD 000Note30-Jun-2230-Jun-21

Contingent consideration

1

28 - 171

Provision for holiday pay

2

582 3,400

Provision for onerous contracts

3

1,970 1,970

Provision for restructuring

- 346

Balance at 30 June 2022

112,5525,887

(1) Contingent consideration

Contingent consideration on the acquisition of Sports Analytics (refer note 28) was initially assessed at $171,000.

This consideration has been written off as the financial targets related to the liability are not expected to be met.

(2) Holidays Act 2003 compliance provision

Included within other provisions is a provision for holiday pay of $0.6 million (30 June 2021: $3.4 million). This provision arose

from leave entitlement calculation issues under the Holidays Act 2003 and represents management’s estimate of outstanding

remediation payments to the current and former staff. A $2.7 million release in the current year was due to a reduction in the

discretionary bonus estimate.

(3) Onerous contract provision

The provision is for a life of series entertainment content commitment which management consider to be an onerous contract.

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 2021

111713,4002,3165,887

Utilised/paid out

-(118)-(118)

Release of provisions

1

(171)(2,700)(346)(3,217)

Balance at 30 June 2022

-5821,9702,552

Current - within one year

11-5828241,406

Long term - later than one year

--1,1461,146

-5821,9702,552

(1) The contingent consideration and Holidays Act 2003 provisions have been released to Other income and Other costs respectively.

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;

• the amount can be reliably estimated.

Measurement is the present value of the expenditure expected to be required to settle the obligation.

95
Sky / 2022 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 was assessed at a value of $171,000 (refer Note 27). 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.

Disposals - Financial year 2021

Outside Broadcasting Limited (OSB)

On 11 August 2020 Sky entered into an agreement with NEP New Zealand Limited (NEP) to sell the assets and liabilities of OSB

business to NEP for approximately $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 consideration 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 Notes In NZD 000

Plant & 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

55,787

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 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.

96
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-2230-Jun-21

Income statement

Remuneration of key personnel (included in employee costs)

5,762 8,131

CEO share based remuneration (refer note 20)

-997

Directors' fees

716 737

My Wave Limited (included in subscriber related costs)

1,692 256

Total Related Party transactions included in the income statement

8,170 10,121

Balance Sheet

My Wave Limited (included in prepayments)

- 1,192

Total Related Party transactions through consolidated balance sheet

- 1,192

The Group’s directors and key management personnel collectively hold shareholdings of 530,355 shares (30 June 2021: 351,827

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 2021 financial year the Group entered into a commercial agreement with My Wave Limited, a software company that

provides interactive device solutions, as disclosed above. Geraldine McBride is a Director of the Group as well as a Director of My

Wave Limited.

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. 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).

97
Sky / 2022 Annual Report

30. Prior Period Adjustments

Software as a service

As outlined in Note 3, the Group applied the IFRIC interpretation in respect of configuration and customisation costs in cloud

computing arrangements.

The change has been applied retrospectively and resulted in adjustments to the previously reported results for the year ended 30

June 2021, refer table below.

Lease liability

The Group has adjusted an overstatement of the lease liability as at the date of adoption of NZ IFRS 16 Leases to reflect the

contractual payment terms, refer table below.

In NZD 000Notes

30-Jun-21

Restated

Lease

LiabilitySaaS

Previously

Reported

Consolidated Statement of Comprehensive Income

For the year ending 30 June 2021

Depreciation, amortisation and impairment of assets

6106,496-(1,495)107,991

Broadcasting and infrastructure

66,694-6,03960,655

Income tax expense

819,070-(1,273)20,343

Profit attributable to equity holders

43,957-(3,271)47,228

Basic and diluted earnings per share (cents)

25.17-22.472.70

Consolidated Balance Sheet

As at 30 June 2021

Intangible assets

1551,157-(4,544)55,701

Deferred tax asset

85,987(1,448)1,2736,162

Total Assets

696,929(1,448)(3,271)701,648

Lease liabilities

1831,075(5,226)-36,301

Total Liabilities

272,928(5,226)-278,154

Retained deficit

(347,140)3,778(3,271)(347,647)

Total Liabilities and Equity

696,929(1,448)(3,271)701,648

Consolidated Statement of Cashflows

For the year ending 30 June 2021

Profit before tax

63,345-(4,544)67,889

Depreciation and amortisation

6106,496-(1,495)107,991

Cash generated from operations

101,169-(6,039)107,208

Acquisitions of intangibles

(19,375)-6,039(25,414)

Net cash used in investing activities

(38,148)-6,039(44,187)

98
31. Commitments

in NZD 00030-Jun-2230-Jun-21

Lease commitments

Year 2

13,563 -

Year 3

23,251 13,149

Year 4

23,25122,552

Year 5

23,25122,552

Later than year 5

102,632122,098

185,948180,351

Contracts for transmission services:

Year 1

2,171637

Year 2

759668

Year 3

368668

Year 4

95283

Year 5

95 -

Later than year 5

452-

3,9402,256

Contracts for future programmes:

Year 1

312,175299,002

Year 2

273,287266,550

Year 3

205,065225,998

Year 4

113,832193,366

Year 5

42,12397,121

Later than year 5

23,59049,964

970,0721,132,001

Capital expenditure commitments:

Property, plant and equipment

Year 1

35,8667,132

Year 2

1,197901

Year 3

-556

37,0638,589

Other services commitments:

Year 1

43,56425,398

Year 2

23,19317,667

Year 3

17,66015,459

Year 4

15,90912,289

Year 5

15,77912,172

Later than year 5

52,32657,292

168,431140,277

99
Sky / 2022 Annual Report

32. Contingent Assets and Liabilities

The Group has no undrawn letters of credit at 30 June 2022 (30 June 2021: $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 ongoing litigation and claims, the directors believe that such litigation and

uncertainty of claims will not have a significant effect on the Group’s financial position, results of operations or cash flows.

33. Subsequent Events

Dividend

On 24 August 2022 the Board of Directors announced that it will pay a fully imputed dividend of 7.3 cents per share with the

record date being 9 September 2022. A supplementary dividend of 1.2882 cents per share will be paid to non-resident shareholders

subject to the foreign tax credit regime.

Capital Return

On the 24 August 2022 the Board of Directors approved a capital return of $70 million to shareholders by way of a High Court

approved scheme of arrangement with shareholder approval being sought at Sky’s Annual Meeting on 2 November 2022. If

approved by 75% or more of voting shareholders, final High Court approval is expected on or about 11 November 2022.

100
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 2022, 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 2022;

• 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 other services in respect of Director fee benchmarking and agreed upon procedures and assurance services in

the areas of regulatory reporting. In addition, certain partners and employees of our firm may deal with the Group on normal terms

within the ordinary course of trading activities of the Group. The provision of these other services and relationships have not impaired

our independence as auditor of the Group.

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, www.pwc.co.nz

101
Sky / 2022 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 Sky CGU goodwill as at 30 June 2022,

as concluded on note 16, amounted to $244 million (2021:

$244 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 have been impairments recognised in previous years.

The Group used the Fair Value Less Costs of Disposal (FVLCD)

methodology to determine the recoverable amount of the

Sky CGU. 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.

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 model 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.

Reasonably possible changes in 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.

Our audit procedures included the following:

• obtaining an understanding of the business processes

and controls applied by management in performing the

impairment tests;

• assessing the appropriateness of using a FVLCD approach

against NZ IAS 36;

• considering whether the identification of CGUs, and the

carrying value, including the allocation of goodwill, were

appropriate;

• understanding the key changes in the impairment model

from the prior year;

• challenging management on the reasonableness of

key cash flow assumptions, including movements in

subscriber numbers, average revenue per user (ARPU) and

programming costs;

• checking the mathematical accuracy of the models and

reviewing the sensitivities prepared by management;

• reviewing analyst reports to understand their views on the

Group’s forecasts and any implications on our audit work;

• engaging our auditor’s valuation expert to assess

management’s valuation methodology and conclusions

and key assumptions, including the discount rate, terminal

growth rate and the reasonableness of the cost of disposal

assumption;

• 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.

102
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 $736 million (2021: $711 million).

There has been a significant focus by management on

retaining and growing its customer base.

Given this 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 streams 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 ensuring they are

reviewed and approved in line with the Group’s policy; and

• performing a recalculation of Sky Box and broadband

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

were recognised in the correct period; and

• checked customer arrangements to validate management’s

conclusion on whether the Group is a principal or an agent

and the timing of when revenue is recognised.

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Sky / 2022 Annual Report

Our Audit Approach

Overview

Overall group materiality: $4.2 million, which represents 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.

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 reported above, we have two key audit matters, being:

• Goodwill impairment assessment

• Recognition of revenue

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.

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.

Materiality

Group

Scoping

Key Audit

Matters

104
Independent Auditor's Report (Continued)

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 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 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 financial statements, including the disclosures, and whether the

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 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 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.

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 2022

105
Sky / 2022 Annual Report

Other information

Corporate Governance .............................................................................................106

Interests Register

...........................................................................................................109

Company Information

...............................................................................................111

Waivers and Information

........................................................................................118

Share Market and Other Information

.........................................................119

Directory

................................................................................................................................120

106
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, Board Deputy Chair), Philip Bowman (Board

Chair) and Joan Withers. The members of the People and Performance Committee are Geraldine McBride (Chair), Joan Withers

and Michael Darcey.

Independent and Executive Directors

At 30 June 2022 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 continued to have 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 (noting this interest first arose in the year ending

30 June 2021 and was noted in both Sky’s Annual Report for the period ending 30 June 2021 and Interim Report for the period ending 31

December 2021).

In particular, Geraldine McBride 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 McBride is an officer of MyWave (as a CEO and Director of

MyWave), Geraldine McBride’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 McBrides’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 McBride has not been part of the team from MyWave providing the services to Sky; and

• none of the other examples in Box 2.3 of the ASX Recommendations apply to Geraldine McBride.

The Board also noted that the level of Sky’s committed expenditure with MyWave has not changed from the commitment disclosed in

Sky’s Annual Report for the period ending 30 June 2021.

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). In December 2021 Geraldine McBride took the additional measure of recusing herself from the Board’s discussions in

relation to such transactions.

107
Sky / 2022 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

experience, 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, with a particular

focus on leadership roles with a review of the Policy in 2022 reflecting this commitment. 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 diversity both on boards and within companies, and as noted in Sky’s Board Charter,

this is one of the characteristics that is considered when evaluating new director candidates. As at 30 June 2022, Sky’s Board had

two female directors and four male directors (compared to two female directors and three male directors as at 30 June 2021).

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 two female officers and five male officers

1

.

Sky takes a holistic approach to diversity. Sky’s measurable objectives for achieving diversity are that:

• during the year ending 30 June 2022, Sky measured and reported on employee feedback regarding diversity and belonging, and

delivered organisational development actions in response to this feedback in each quarter. This will continue on a biannual basis

from the year commencing 1 July 2022;

• 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 2022, 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 44% to 47%);

• with respect to diversity and inclusion measures, Sky’s performance remained relatively high in comparison to the general New

Zealand market, however also in line with general market trends the results were down slightly year on year, reflecting COVID-19

related challenges to employee engagement:

• the number of staff who favourably rated “I feel I belong at Sky” moved from 68% to 63%; and

• the number of staff who favourably rated “Sky values diversity” moved from 77% to 71%.

(1) The “Officers” include the CEO and the members of Sky’s executive leadership team who report directly to the CEO.

The table below provides a breakdown of the gender and age diversification of Sky’s workforce at 30 June 2022:

(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 referenced in the chart above as defined under the NZX Listing Rules.

(2) A restructure of the executive team in November 2021 saw the total number of executive officers change from 5 to 7. At the end of FY21, one of

the 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: 6

2021

No of Women: 2

Total number: 5

Over 45 – 100%

(2021 – 100%)

No of Women: 2

Total Number: 7

2

2021

No of Women: 1

Total Number: 4

2

Over 45 – 86%

(2021 – 75%)

No of Women: 423

Total Number: 898

2021

No of Women: 399

Total Number: 900

Over 45 – 35%

(2021 – 33%)

108
The table below provides a detailed breakdown of the age diversification of Sky’s workforce at 30 June 2022:

Age20222021

<30

20%18%

30 - 40

32%32%

40 - 50

28%29%

50 - 60

15%16%

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 management framework is overseen and

monitored by both the Board and the Audit and Risk

Committee. The Audit and Risk Committee, in conjunction

with management, regularly report to the Board on the

effectiveness of the management of Sky’s 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 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 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 2022.

Sky recognises that having a robust and well-documented

enterprise-wide risk management framework is critical to

support the management of risks across Sky. In keeping

with its focus on managing both near and long-term risk

in the 2023 financial year, the Audit and Risk Committee is

overseeing an extensive management review of Sky's risk

management framework across the business to identify and

implement improvements to best support Sky’s current and

future business and operating environment.

Sky’s internal audit function is outsourced to EY. 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. 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 as part of the overall framework of assessing risk. 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.

Sky intends to specifically review and report on exposure to

climate related risk, and potential opportunities, in line with

legislative requirements currently under development and

likely to reflect the Financial Stability Board’s Task Force on

Climate-related Financial Disclosures (TCFD) requirements.

While Sky’s emissions profile is not considered to be material,

the company has measurement systems in place that will be

further refined and audited in the 2023 financial year with a

view to initiating reporting. In this regard, Sky has engaged

Toitū to assist and will be participating under Toitū’s Carbon

Reduce programme.

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;

• ability to attract and retain key talent;

• business transformation; and

• customer value proposition.

Diversity (Continued)

109
Sky / 2022 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 2022 are as follows:

Director EntityRelationship

Philip BowmanBetter Capital PCC LimitedDirector

KMD Brands 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 SCI

2

Président Directeur Générale

Tom Tom Holdings, Inc.Director

Vinula Pty. LimitedDirector

Vinula Super Fund Pty. LimitedDirector

Michael DarceyArqiva Group LimitedDirector

British GymnasticsChair

Premier League Basketball UKShareholder

Geraldine McBrideMy Wave Holdings LimitedDirector, CEO

My Wave LimitedDirector

Fisher & Paykel Healthcare Corporation LimitedDirector

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 Limited

2

Director

Mobile Surgical Services LimitedChair

Tax Traders Limited

1

Member of Advisory Board

Tree Scape Limited

2

Director

Gwendoline Holdings Limited (non-trading)Director

Joan WithersThe Warehouse Group Limited and associated companiesChair

ANZ Bank New Zealand LimitedDirector

Louise Perkins FoundationTrustee

On Being Bold Limited

1

Director

Origin Energy LimitedDirector

Mark BuckmanOzTAM Pty. Limited

1

Chair

Barangaroo Advisory Pty. Limited

1

Director and Shareholder

Honed Real Estate Pty. Limited

1

Shareholder and advisor

MSVN Technologies, LLC

1

Shareholder and advisor

(1) Entries added during the period from 1 July 2021 to 30 June 2022.

(2) Entries removed by notices given by the directors during the period from 1 July 2021 to 30 June 2022.

110
Disclosures of Interest

– Particular Transactions/Use of Company Information

During the year to 30 June 2022, 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 2022, 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:

• Philip Bowman (Director and Chair) made one disclosure

on 7 September 2021 regarding the acquisition of 250,000

ordinary shares in Sky (which consolidated into 25,000

ordinary shares as a result of the Sky share consolidation

completed on 17 September 2021).

• Sophie Moloney (CEO) made one disclosure on 31 August

2021 regarding the acquisition of 830,000 ordinary shares

in Sky (which consolidated into 83,000 ordinary shares as a

result of the Sky share consolidation completed on

17 September 2021).

• Andrew Hirst (Interim CFO) made one disclosure on

9 September 2021 regarding a beneficial interest in the

acquisition of 117,280 ordinary shares in Sky as trustee of

the Trinity Trust (which consolidated into 11,728 ordinary

shares as a result of the Sky share consolidation completed

on 17 September 2021).

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 2022 are set

out below:

• Sky DMX Music Limited: Jonathon Errington and Sophie

Moloney each gave a general disclosure notice disclosing

interests arising from being an employee of Sky and, in

Sophie Moloney’s case, a shareholder of Sky.

• Believe It Or Not Limited: Jonathon Errington and

Christopher Shaw each 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 Director and shareholder of Mad If You Don’t

Limited. Annabelle Lochead gave a general notice disclosing

her interest arising from being a Director and shareholder of

Mad If You Don’t Limited.

.

111
Sky / 2022 Annual Report

Company Information

Directors Holding and Commencing Office during the year

• Philip Bowman (Chair)

• Keith Smith (Deputy Chair)

• Michael Darcey

• Geraldine McBride

• Joan Withers

• Mark Buckman (appointed 21 March 2022)

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 2022:

Relevant interestsShares

Philip Bowman

125,000

Michael Darcey

150,000

Geraldine McBride

8,815

Keith Smith

1

25,512

Joan Withers

Nil

Mark Buckman

Nil

(1) 7,507 shares jointly held by Keith Smith and his brother Robert Smith as trustees of the Gwendoline Trust (in which Keith Smith has no beneficial

interest); 8,005 shares held by Gwendoline Holdings Limited (Keith Smith is a discretionary beneficiary of a trust which owns Gwendoline Holdings

Limited); and 10,000 shares held by Keith Smith’s partner Lily Wong.

112
Subsidiaries

At 30 June 2022, Sky had the following subsidiary companies:

SubsidiaryDirector(s)Business during FY22

Believe It Or Not LimitedAnabelle LocheadQuizzes for the hotel

entertainment industry.

Brendan Lochead

Christopher Shaw

Jonathon Errington

Lightbox New Zealand LimitedSophie MoloneyStreaming services within

New Zealand.

Media Finance LimitedSophie MoloneyDid not trade.

Non-Trading PS LimitedSophie MoloneyDid not trade.

Screen Enterprises Limited Sophie MoloneyDid not trade.

Sky DMX Music LimitedSteven HughesOperated the Sky DMX music

business.

Sophie Moloney

Malcolm McRoberts

Jonathon Errington

Sky Investment Holdings LimitedSophie MoloneyInvestment in the form of

acquisition of RugbyPass Limited

(Ireland) and RugbyPass Asia Pte

Limited (Singapore).

Sky Network Services LimitedSophie MoloneySky Broadband business.

Sky Ventures Limited

Sophie MoloneyDid not trade.

RugbyPass Limited

(Incorporated in Ireland)

Neil MartinContent generation, subscription

and marketing.

Sophie Moloney

Hazel Dodd

RugbyPass UK Limited

(incorporated in the United Kingdom)

Neil Martin Management Services.

Sophie Moloney

Hazel Dodd

Sports Analytics Pty Ltd

(incorporated in South Africa)

Neil MartinSports data collection and

analysis.

Kevin Bouwer

At the request of the Group, RugbyPass Asia Pte Limited (incorporated in Singapore) was struck off the Register of Companies on

10 January 2022.

The remuneration of Sky’s employees acting as directors of subsidiary companies is disclosed in the relevant banding for employee

remuneration. 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.

113
Sky / 2022 Annual Report

Remuneration of Directors

The total remuneration and value of other benefits received by directors of Sky during the year 1 July 2021 to 30 June 2022

was as follows:

NameBoard Fees

Audit and

Risk Committee

People and

Performance

Committee

Total

Remuneration

Philip Bowman (Chair)

200,000-- 200,000

Keith Smith (Deputy Chair)

122,500 20,000 - 142,500

Geraldine McBride

100,000 - 20,000 120,000

Michael Darcey

100,000- 6,000 106,000

Joan Withers

100,00012,0007,275119,275

Mark Buckman

1


27,671 -- 27,671

Totals

650,171 32,00033,275715,446

(1) Mark Buckman joined the board during the financial year on 21 March 2022.

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’s remuneration for the years ending 30 June 2021 and 30 June 2022, for both Sophie Moloney and Martin Stewart, is

illustrated in the two separate tables below:

Sophie Moloney from 1 December 2020 to 30 June 2022:

20222021

Base salary

1

932,500544,000

STI

330,568236,000

Total remuneration

1,263,068780,000

(1) Sophie Moloney’s base salary is $932,500 per annum.

The CEO is entitled to participate in an STI scheme based on 35% of the CEO’s base salary (in FY22). The CEO’s STI scheme

includes a participation gateway regarding Health & Safety performance, with assessment criteria including financial performance,

employee engagement and customer satisfaction. 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.

Martin Stewart from 1 July 2020 to 1 December 2020:

20222021

Base salary

-625,000

Termination benefits

-1,453,000

STI

-340,000

Ordinary Shares

-1,158,000

Total remuneration

-3,576,000

During the year ending 30 June 2021 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 in March 2021 and were

recognised at 30 June 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). Note share numbers are reported prior to consolidation on 17 September 2021.

114
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 30 June 2022:

Substantial Product Holder Name

Date of Substantial

Product Holder Notice

Number of Shares in

Substantial Product

Holding at 30 June 2022

and at 15 July 2022

1

% held at

30 June 2022 and

at 15 July 2022

1

Jupiter Asset Management Limited

and its related bodies corporate

2

15 September 2020

15,802,2419.04

Accident Compensation Corporation2 March 2022

14,584,1448.349

Osmium Partners, LLC 27 June 2022

10,144,7025.807

(1) Based on disclosures to the company

(2) The number of shares has been adjusted based on the 1 for 10 share consolidation which was completed on 17 September 2021

At Sky’s 30 June 2022 year end and at 15 July 2022 the total number of ordinary shares on issue was 174,688,323.

Twenty Largest Shareholders as at 15 July 2022

Name

Number

of Shares

% of Issued

Capital

Accident Compensation Corporation

15,926,2779.12

HSBC Nominees (New Zealand) Limited

15,769,8309.03

Citibank Nominees (New Zealand) Limited

15,567,5908.91

HSBC Nominees (New Zealand) Limited A/C State Street

11,334,3336.49

BNP Paribas Nominees (NZ) Limited

8,264,2534.73

BNP Paribas Nominees (NZ) Limited

6,706,7183.84

JP Morgan Nominees Australia Limited

6,131,1363.51

New Zealand Depository Nominee Limited <A/C 1 Cash Account>

5,875,2363.36

BNP Paribas Nominees (NZ) Limited

4,856,3882.78

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited

4,486,8962.57

National Nominees Limited

4,434,8072.54

Hobson Wealth Custodian Limited

4,287,2162.45

JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct

3,818,5552.19

National Nominees Limited

3,532,3152.02

BNP Paribas Nominees (NZ) Limited

2,943,5451.69

New Zealand Rugby Union Incorporated

2,180,1331.25

TEA Custodians Limited Client Property Trust Account

2,131,9071.22

Custodial Services Limited

2,070,2871.19

BNP Paribas Nominees Pty Limited

1,912,0381.09

Citicorp Nominees Pty Limited

1,865,2371.07


124,094,69771.04

115
Sky / 2022 Annual Report

Distribution of Ordinary Shares and Shareholdings as at 15 July 2022

Range

No. of

Shareholders

Number of

Shares held% of Issued Capital

1 - 1,0005,3331,659,8030.95

1,001 - 5,0001,9625,045,4212.89

5,001 - 10,0006004,635,6502.65

10,001 - 100,00067418,325,17810.49

100,001 and over95145,022,27183.02

To t a l

8,664174,688,323100.0

Non-Marketable Parcels of Shares

As at 15 July 2022, 3,982 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, as at 15 July 2022 there were no restricted securities or securities subject to voluntary

escrow on issue.

For the purposes of ASX Listing Rule 4.10.18, as at 15 July 2022 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 15 July 2022 there were 8,663 holders of a total of

174,668,323 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 15 July 2022, Sky did not have any unquoted equity securities on issue.

116
Employee Remuneration

The number of employees or former employees of Sky and its subsidiaries whose remuneration and benefits was within specified

bands for the year to 30 June 2022 is as follows:

These figures include severance payments made during the financial year.

Remuneration $

No. of employees

100,000 - 110,000

60

110,001 - 120,000

38

120,001 - 130,000

35

130,001 - 140,000

26

140,001 - 150,000

29

150,001 - 160,000

9

160,001 - 170,000

10

170,001 - 180,000

8

180,001 - 190,000

10

190,001 - 200,000

7

200,001 - 210,000

3

210,001 - 220,000

4

220,001 - 230,000

8

230,001 - 240,000

2

240,001 - 250,000

2

250,001 - 260,000

1

260,001 - 270,000

1

270,001 - 280,000

1

280,001 - 290,000

1

350,001 - 360,000

1

370,001 - 380,000

1

390,001 - 400,000

1

420,001 - 430,000

1

460,001 - 470,000

1

930,001 - 940,000

1

117
Sky / 2022 Annual Report

Donations

During the financial year ending 30 June 2022, Sky made cash donations totalling $84,000. 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 2022 for statutory audit services and for other assurance services was:

Statutory audit services ($000)

Other assurance and

non-assurance services ($000)

Sky

66118

Sky’s subsidiaries did not pay PricewaterhouseCoopers any fees.

118
Waivers and Information

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. Sky is incorporated in New Zealand.

2. Sky 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) The New Zealand Takeovers Code creates a general

rule under which the acquisition of more than 20% of

the voting rights in Sky or the increase of an existing

holding of 20% or more of the voting rights in Sky

can only occur in certain permitted ways. These

include a full takeover offer in accordance with the

Takeovers Code, a partial takeover 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 compulsory acquisition if a

shareholder holds 90% or more of Sky shares.

(c) The New Zealand Overseas Investment Act 2005 (and

associated regulations) regulates certain investments

in New Zealand by overseas persons. In general terms,

consent 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

Sky or, if the overseas person already holds more than

25%, the acquisition increases that holding.

(d) The New Zealand Commerce Act 1986 is likely to

prevent a person from acquiring Sky shares if the

acquisition would have, or would be likely to have,

the effect of substantially lessening competition in

a market.

Current and Ongoing Waivers

The following is a summary of all waivers which were relied

upon by Sky in the year to 30 June 2022. These were:

1. 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.

2. A waiver from ASX Listing Rule 15.7 to permit Sky to

provide announcements simultaneously to both ASX

and NZX.

3. 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.

119
Sky / 2022 Annual Report

Share Market and Other Information

Share Market Listing Details

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

Registry Details

Shareholders should direct questions relating to share

certificates, notify changes of shareholder details or address

any administrative questions to Sky’s share registrar.

Shareholders are able to independently manage a range of

queries regarding their holdings by using Computershare’s

secure website: www.investorcentre.com/nz. This website

enables holders to view balances, view and change

address, payment and tax information, and update

payment instructions and communication options.

Direct payment to a bank account is the only means available

for shareholders to receive dividend payments. Shareholders

are strongly encouraged to provide bank account details to

ensure they are able to receive any future dividend payments.

Sky continually strives to improve the efficiency of

its communications with investors and stakeholders

and encourages all shareholders to elect to receive

communications from Sky electronically. This minimizes

costs, ensures prompt delivery and importantly, supports

Sky’s efforts to reduce its environmental impact.

New Zealand

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road,

Takapuna, Auckland

Private Bag 92119

Auckland 1142

Freephone within New Zealand: 0800 222 065

Telephone New Zealand: +64 9 488 8777

Australia

Computershare Investor Services Pty Limited

Yarra Falls, 452 Johnston Street

Abbotsford VIC 3067

GPO Box 2975

Melbourne Vic 3000

Freephone within Australia: 1800 501 366

Telephone Australia: +61 3 9415 4083

Email: enquiry@computershare.co.nz

Website: www.computershare.com/nz

120
Directory

Directors

Philip Bowman (Chair)

Keith Smith (Deputy Chair)

Geraldine McBride

Joan Withers

Michael Darcey

Mark Buckman

Officers

Sophie Moloney Chief Executive

Tom Gordon Chief Financial Officer

Jonny Errington Chief Content and Commercial Officer

Daniel Kelly Chief Customer Officer

Chris Major Chief Corporate Affairs Officer

Antony Weldon Chief Operations and People Officer

Jason Foden Acting Chief Digital

and Innovation 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

L18 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

Baker McKenzie

Tower One - International Towers Sydney

Level 46, 100 Barangaroo Avenue,

Sydney NSW 2000, Australia

Tel: +61 2 9225 0200 Fax +61 2 9225 1595

Annual Meeting

The next Annual Shareholders’ Meeting of Sky Network

Television Limited will be held on 2 November 2022,

commencing at 10.00am (NZDT). Sky will provide further

details in due course through its Notice of Annual Meeting

of Shareholders.

---

For the year ended

For the year ended
2

(+18% excl. RugbyPass)
3

For the year ended

For the year ended
© ITV Studios Limited and Motion Content Group 2022 All Rights Reserved

© 2022 Sony Pictures Entertainment. All Rights Reserved.

© ITV Studios Limited 2021. All rights reserved

TEEN TITANS GO! © Warner Bros. Entertainment Inc.

© 2022 Paramount Pictures. All rights reserved.

© 2021 Paramount Network. All Rights Reserved.

© Caryn Mandabach Productions Ltd MMXIX.

© 2021 Columbia Pictures Industries, Inc., 2.0 Entertainment Borrower, LLC and MRC II Distribution Company L.P. All Rights Reserved.

© 2021 Discovery or its subsidiaries and affiliates

5

For the year ended
6

© Kevin & Content Ltd





For the year ended

Verified

7








For the year ended

8

Verified






For the year ended

9

For the year ended







10




For the year ended

11






For the year ended

12




For the year ended

13





14

For the year ended

For the year ended



15

For the year ended



16

For the year ended



17

For the year ended

For the year ended
NPAT

$62.2m

Revenue

1

$736.1m

$725m

$745m

$150m$160m

$40m

$48m

CAPEX

$44.7m

$45m

$50m

$736.1m

$156.7m

$48.0m

FY22 Result (like for like with guidance)

3

FY22 Guidance range

$46.4m

EBITDA

$169.0m

19

For the year ended




20

For the year ended





21

1

Non-Programming costs

Programming costs

For the year ended





2

FY21

EBITDA

Holidays

Act

Content

Impairment

FY22

Underlying

EBITDA

FY22

Reported

EBITDA

Permanent

Savings

Rights

Inflation &

Returning

Content

Streaming

Growth

Sky BoxCOVID

-FY21

One-offsProperty

Sale


22

For the year ended




23

For the year ended
Net Cash from Operating

Activities: $119.6m

24






For the year ended

For the year ended
Balance Sheet

Cash Reserves

including proceeds

from property sale

Reinvestment

for future growth

Capital Return

Free Cash

Flow

2

Dividends

Debt Facility

$150m

(undrawn)

26



Proposed capital return by way of compulsory share cancellation

1

Notice of meeting distributedOctober

Meeting / shareholder vote2 November 2022

Final High Court ordersexpected mid-November

Payment dateexpected late-November

27

For the year ended

For the year ended
28

For the year ended

For the year ended




30

For the year ended
31





For the year ended

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 ofrisks, 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, nor is 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,

amortisationand impairment, unrealisedgains and losses on currency and interest rate swaps. Adjustments made to Sky’s GAAP financial measures normalisedfor 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 substitute for, the information provided in the audited consolidated

financial statements for the financial year ended 30 June 2022, which form part of the Company’s 2022 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

2022

24 August 2022

The following disclosures and compliance statements are provided in accordance with the NZX Corporate Governance Code (NZX Code) and

the ASX Corporate Governance Principles and Recommendations (4th edition) (ASX Recommendations). This corporate governance

statement is current as at 24 August 2022, and has been approved by the Board. All key governance 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 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 2022

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. Sky’s values were

disclosed in the Company’s 2021 Annual Report. Responsibility for instilling the values throughout the business is achieved through

Values in Action workshops, and in 2022 the Sky Legends initiative was launched to identify and recognise crew member actions that

exemplify ‘living the values’.

CODE OF ETHICS

Sky has a Code of Ethics which provides a practical set of guiding principles for a code of ethical behaviours in respect of various matters

including conflicts of interest, gifts and entertainment, corporate opportunities, confidentiality, insider trading and dealing with corporate

assets, in addition to emphasising the requirement to comply 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 potential breaches of the Code of Ethics

are to be notified to Sky’s Chief Financial Officer or Chief Executive Officer (or the Chair of the Sky Board of Directors if the Chief Financial

Officer or Chief Executive Officer are potentially implicated).

WHISTLEBLOWING/ PROTECTED DISCLOSURE

Sky’s Protected Disclosure Policy (or “Whistleblower Policy”) provides a 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, when and how an employee can make a disclosure and how they are protected. A thorough review of

the policy was undertaken in 2021 and again in 2022 to review and strengthen the framework to ensure Sky’s practices continue to

reflect best practice including the recent changes to the Protected Disclosures (Protection of Whistleblowers) Act in July 2022. The

Sky New Zealand / Annual Corporate Governance Statement 2022



2


Protected Disclosure Policy is posted on Sky’s website. Any material incidents reported under the policy will be notified to Sky’s People

and Performance Committee and/or Sky’s Board of Directors and this process has been formalised in Sky’s Protected Disclosure 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 which is not generally available to the market. 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 (Content of Trading Policy).

ANTI-BRIBERY AND CORRUPTION POLICY

Sky introduced an Anti-Bribery and Corruption Policy during the 2022 financial year to specifically set the minimum standards of conduct

expected of Sky (including its directors, senior managers, employees, contractors and consultants or any other person who represents Sky

or is engaged to carry out work for Sky and its subsidiaries) to ensure Sky complies with all relevant anti-bribery and corruption legislation

in all jurisdictions in which it operates or has dealings. This policy is in line with ASX Recommendation 3.4 and builds on the existing strong

framework established through Sky’s Code of Ethics to reinforce Sky’s standards, including appropriate controls around offering and

accepting gifts or entertainment. Breaches of the Anti-Bribery Policy must be reported to the Chief Executive Officer, and the Board will

be informed of any material incidents of bribery or corruption.

MODERN SLAVERY STATEMENT

Sky has filed its Modern Slavery Statement for the period 1 July 2020 to 30 June 2021 with the Australian Border Force (under the

Modern Slavery Act 2018 (Australia)), with the next filing due for completion by 31 December 2022.

This year Sky strengthened its measures to reduce the risk of modern slavery practices across the group’s operations and supply chain

through proactively scanning for potential risks. In addition, Sky introduced a Supplier Code of Conduct, affirming Sky’s commitment to

ethical, responsible and sustainable business conduct. The next steps in this work will be to engage directly with key suppliers to ascertain

their ability to assess and address their modern slavery risks and to then incorporate the learnings into Sky’s Procurement Policy and

working practices.

A review of Sky’s contracting arrangements also resulted in Sky incorporating contractual clauses in supplier contracts that place

obligations to manage and notify Sky of their modern slavery risks, thereby setting expectations and allowing a mechanism for identifying

and addressing issues.

Sky is monitoring the progression of the New Zealand Government’s Ministry of Business, Innovation and Employment work to develop

modern slavery legislation for New Zealand.

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 2022, the Board consisted of six directors

whose relevant skills, experience and expertise are outlined in their biographies in Sky’s annual report. The Board operates under a

Sky New Zealand / Annual Corporate Governance Statement 2022



3


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 2022, the Board appointed Mark Buckman to Sky’s Board.


The Board may appoint directors to fill casual vacancies that occur or add persons to the Board up to the maximum number prescribed

by Sky’s 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 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 2022 the Board is comprised of:


• Philip Bowman (Chair) – appointed 1 September 2019

• Keith Smith (Deputy Chair) – appointed 21 April 2020

• Geraldine McBride – appointed 13 September 2013

• Michael Darcey – appointed 19 September 2017

• Joan Withers – appointed 17 September 2019

• Mark Buckman – appointed 21 March 2022.


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 Sky. 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 2022 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 McBride 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 McBride'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 McBride'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 Sky 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 2022



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 2022 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 2022

are Keith Smith (ARC Chair, Board Deputy Chair), Philip Bowman (Board Chair) and Joan Withers. The members of the People and

Performance Committee are Geraldine McBride (PPC Chair), Joan Withers and Michael Darcey.


The Board also established a number of ad-hoc committees during the 2022 financial year to assist the Board in fulfilling its

responsibilities in relation to specific matters.


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, or entering into loans, mortgages, debentures or other financial instruments.


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 and the Treasury 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 2021 and 30 June 2022, there were 15 Board meetings. Attendance was as follows:


Board meetings held while a

director

Attendance at Board meetings

Philip Bowman 15 15

Geraldine McBride 15 14

Michael Darcey 15 14

Joan Withers 15 15

Keith Smith 15 14

Mark Buckman

1

6 6


(1) Mark Buckman was appointed to the board on 21 March 2022.

Sky New Zealand / Annual Corporate Governance Statement 2022



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

Mark

Buckman

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 and a subsequent internal evaluation exercise was

completed in August 2022. 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 People and Performance Committee (formerly the Nomination and Remuneration Committee) Charter and

the Remuneration Policy, principally as part of annual salary reviews and through participation in Sky’s short-term incentive (STI)

scheme. The components of Sky’s STI scheme consider in the first instance a participation gateway regarding Health & Safety

performance. Assessment criteria include financial performance, employee engagement and customer satisfaction. A formal evaluation

of senior executive performance for the 2022 financial year is being undertaken following the completion of that period.


COMPANY SECRETARY


The Company Secretary is accountable directly to the Board, through the Chair, 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 (as further set out in the Board Charter).

DIVERSITY

Sky recognises diversity and inclusion as a strategic asset for Sky’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 New Zealand / Annual Corporate Governance Statement 2022



6


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, with a particular focus on leadership roles with

a review of the policy in 2022 reflecting this commitment. 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 diversity both on boards and within companies, and as noted in Sky’s Board Charter, this is

one of the characteristics that is considered when evaluating new director candidates. As at 30 June 2022, Sky’s Board had two female

directors and four male directors (compared to two female directors and three male directors as at 30 June 2021).


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 two female officer and five male officers.

1



(1) The “officers” include the CEO and the members of Sky’s executive leadership team who report directly to the CEO.


Sky takes a holistic approach to diversity. Sky’s measurable objectives for achieving diversity are that:


• during the year ending 30 June 2022, Sky measured and reported on employee feedback regarding diversity and belonging and

delivered organisational development actions in response to this feedback in each quarter. This will continue on a biannual

basis from the year commencing 1 July 2022;

• 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; 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 2022, 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 44% to 47%);

• with respect to diversity and inclusion measures, Sky’s performance remained relatively high in comparison to the general

New Zealand market, however also in line with general market trends the results were down slightly year on year, reflecting

Covid related challenges to employee engagement:

o the number of staff who favourably rated “I feel I belong at Sky” moved from 68% to 63%; and

o the number of staff who favourably rated “Sky values diversity” moved from 77% to 71%.


Sky has further reinforced its commitment to the principles of diversity and inclusion through its involvement with the Champions for

Change programme with Sky’s Chief Executive serving on the Board of Global Women.


The chart below represents Sky’s gender and age diversification as at 30 June 2022:


Board Level Officers

1

All staff

No of Women: 2


Total number: 6


No of Women: 2


Total Number: 7

2


No of Women: 423


Total Number: 898

2021


No of Women: 2


Total number: 5


2021


No of Women: 1


Total number: 4

2021


No of Women: 399


Total Number: 900

Over 45 – 100%


(2021 – 100%)

Over 45 – 86%


(2021 – 75%)

Over 45 – 35%


(2021 – 33%)


(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.

Sky New Zealand / Annual Corporate Governance Statement 2022



7


(2) A restructure of the executive team in November 2021 saw the total number of executive officers’ change from 5 to 7. 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 2022 2021

<30 20% 18%

30 – 40 32% 32%

40 - 50 28% 29%

50 - 60 15% 16%

60 - 70 4.5% 4%

>70 0.5% 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 accounting and

reporting, external and internal auditors, 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.


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 2022, the members of the Committee, who are independent non-executive directors, are Keith Smith (Chair, Board Deputy

Chair), Philip Bowman (Board Chair), and Joan Withers. Committee members’ qualifications are detailed in Sky’s annual report.


All directors who are not members of the Audit and Risk Committee may attend Audit and Risk Committee meetings without invitation. A

standing invitation exists for the Chief Executive Officer and the Chief Financial Officer to attend Audit and Risk Committee meetings.


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), Joan Withers and

Michael Darcey. The Committee’s Charter is available on Sky’s website. Sky management may only attend Committee meetings on

invitation.


AD-HOC COMMITTEES


The Board established a number of ad-hoc committees during the 2022 financial year to assist the Board in fulfilling its responsibilities in

relation specific matters. Each such committee was established by Board resolution (clearly prescribing the membership of the

committee and the role of the committee) and required to regularly report back to the Board on proceedings. The Board retained

ultimate responsibility for the relevant matters.


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 2022



8


COMMITTEE MEETINGS


During the year ended 30 June 2022:

(a) the Audit and Risk Committee met 4 times and attendances were as reflected in the table below;

(b) the People and Performance Committee met 6 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) 4 4

Joan Withers 4 4

Philip Bowman 4 4

People and Performance Committee

Geraldine McBride (Chair) 6 6

Joan Withers 6 6

Michael Darcey

1

5 5


(1) Michael Darcey was appointed to the People and Performance Committee during the period (28 September 2021).


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.

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.

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, CHAIR 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 Sky’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.

Sky New Zealand / Annual Corporate Governance Statement 2022



9


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.

In most circumstances, material market announcements are approved by the full Board prior to their release. Copies of all material

market announcements are promptly circulated to the Board after they have been made.

5. REMUNERATION

The remuneration of directors and executives should be transparent, fair and reasonable.

Details regarding the remuneration of non-executive directors’ and the Chief Executive 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.

Sky published its Remuneration Policy as approved by the Board in June 2022 and this is available on the Company website in line with

NZX/ASX recommendations. The policy is written to provide an overarching framework to inform remuneration at Sky, outlining the

principles considered for Director and Executive remuneration to remain competitive in market to attract and retain talent in addition to

ensuring a fair process designed to encourage a unique and diverse workforce.

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 management framework is overseen and monitored by both the Board and the Audit and Risk Committee. The Audit and Risk

Committee in conjunction with management regularly report to the Board on the effectiveness of the management of Sky’s risks and

whether the risk management framework and systems of internal compliance and control are operating efficiently and effectively in all

material respects.

Sky New Zealand / Annual Corporate Governance Statement 2022



10



Sky has a Controlling and Managing Risk Policy which provides an overview of Sky’s risk management process. The Policy outlines Sky’s

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 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 2022. Sky recognises that having a robust

and well-documented enterprise-wide risk management framework is critical to support the management of risks across Sky. In keeping

with its focus on managing both near and long-term risk, in the 2023 financial year the Audit and Risk Committee is overseeing an

extensive management review of Sky’s risk management framework across the business to identify and implement improvements to best

support Sky’s current and future business and operating environment.


Sky’s internal audit function is outsourced to EY. 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. 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 as part of the

overall framework of assessing risk. 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).


Sky intends to specifically review and report on exposure to climate related risk, and potential opportunities, in line with legislative

requirements currently under development and likely to reflect the Financial Stability Board’s Task Force on Climate-related Financial

Disclosures (TCFD) requirements. While Sky’s emissions profile is not considered to be material, the company has measurement systems

in place that will be further refined and audited in the 2023 financial year with a view to initiating reporting. In this regard, Sky has

engaged Toitū to assist and will be participating under Toitū’s Carbon Reduce programme.


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;

• ability to attract and retain key talent;

• business transformation; and

• customer value proposition.


HEALTH AND SAFETY


Sky has Health and Safety Policies and a Procedures Manual and a comprehensive Health & Safety Strategic plan that includes regular

reports to the Board to ensure that Sky fully complies with its health and safety obligations. Sky’s strategic approach to health and safety

is to:


• safeguard the wellbeing of our people by providing a safe and inclusive workplace environment;

• 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 organisational resilience at all levels

within Sky.

Sky New Zealand / Annual Corporate Governance Statement 2022



11


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 2022 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. 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 Sky’s shareholders and the broader market properly informed. Sky’s Investor Communications

Policy outlines the steps that it will take to enable shareholders to engage with Sky 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. A copy of this policy is

available on Sky’s website.

In addition to information provided to the market via the NZX and ASX, Sky uses the following methods to communicate with its

investors:

SKY WEBSITE – INVESTOR RELATIONS

Sky’s website (https://www.sky.co.nz/investor-centre) includes copies of documents that have 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, market announcements, media 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.

Sky New Zealand / Annual Corporate Governance Statement 2022



12


ELECTRONIC COMMUNICATIONS

Sky is committed to improving the efficiency, timeliness, and sustainability of communications with its shareholders by encouraging them

to receive communications material electronically via Sky’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, virtually or as a hybrid meeting.

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 and ensures that all resolutions at a shareholders’ meeting are decided by a poll.

Notices of shareholder meetings include explanatory information regarding the resolutions to be considered by Sky’s shareholder

meetings. These are provided in sufficient time to enable shareholders to form a reasoned judgement on the matters to be voted upon.

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 Meeting.

SKY EXECUTIVES

Sky’s Executive Leadership team members are listed on the back page of Sky’s 2022 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/ARBN Financial year ended:

70 653 143 224 30 June 2022

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 2022 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 2022

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 recommendation

Where 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

1.1 A 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 Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.2 A 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 Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.3

A 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 Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.4

The 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 Statement OR

☐ 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 recommendation Where 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


1.5 A 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

107)..........................

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 Statement OR

☐ 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 recommendation Where 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


1.6 A 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, Audit and Rick

Committee 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 Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.7 A 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 Statement OR

☐ 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 recommendation Where 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

2.1 The 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 Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

2.2

A 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 Statement OR

☐ 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 recommendation Where 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


2.3 A 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:

.........Corporate Governance Statement (located at

https://www.sky.co.nz/investor-centre/corporate-governance) and

Annual Report (pg 106)

................................................................................

[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

2.4

A majority of the board of a listed entity should be independent

directors.


☐ set out in our Corporate Governance Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

2.5

The 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 Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

2.6 A 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 Statement OR

☐ 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 recommendation Where 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

3.1 A listed entity should articulate and disclose its values.


and we have disclosed our values at:


Sky's FY21 Annual Report, Sky’s 25 August 2021 annual results

presentation and Corporate Governance Statement (located at

https://www.sky.co.nz/investor-centre/corporate-governance)

☐ set out in our Corporate Governance Statement

3.2 A 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

3.3 A 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 Policy)

☐ set out in our Corporate Governance Statement

3.4 A 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:

https://www.sky.co.nz/investor-centre/corporate-governance (see

Anti-Bribery and Corruption Policy)

☐ 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 recommendation Where 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

4.1 The 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 at https://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

4.2

The 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 recommendation Where 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


4.3

A 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

5.1 A 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

5.2

A 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

5.3 A 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

6.1 A 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

6.2 A listed entity should have an investor relations program that

facilitates effective two-way communication with investors.


☐ set out in our Corporate Governance Statement

6.3 A 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

6.4

A 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 recommendation Where 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


6.5

A 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

7.1 The 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:

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

7.2 The 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 to the 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 recommendation Where 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


7.3 A 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

7.4 A 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:

... See 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 12

Corporate Governance Council recommendation Where 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

8.1 The 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 Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

8.2 A 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:

https://www.sky.co.nz/investor-centre/corporate-governance (see

Remuneration Policy)

☐ set out in our Corporate Governance Statement OR

☐ 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 recommendation Where 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


8.3

A 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:

...

..............................................................................

[insert location]

☐ set out in our Corporate Governance Statement OR

☒ we do not have an equity-based remuneration scheme and

this recommendation is therefore not applicable OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES

9.1 A 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 Statement OR

☒ we do not have a director in this position and this

recommendation is therefore not applicable OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

9.2

A 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 Statement OR

☐ we are established in Australia and this recommendation is

therefore not applicable OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

9.3

A 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 Statement OR

☐ 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 recommendation Where 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

Sky Network Television Limited

Year ended on 30 June 2022 (In NZD)


To be read in conjunction with Sky Network Television Limited financial statements for the year

ended 30 June 2022





 Results for announcement to market



Name of issuer Sky Network Television Limited

Reporting Period 12 months to 30 June 2022

Previous Reporting Period 12 months to 30 June 2021

Currency NZD

Amount (000s) Percentage change

Revenue from ordinary activities $736,111 3.5% increase

Net profit/(loss) from ordinary

activities after tax attributable to

security holders

$62,145 41.4% increase

Total net profit/(loss) $62,212 40.5% increase

Final Dividend

Amount per security $0.07300000

Franked amount per security Not applicable

Record Date 09/09/2022

Dividend Payment Date 23/09/2022

Current period Prior comparable period

Net tangible assets per security $1.1124 $0.6312

A brief explanation of any of the

figures above necessary to

enable the figures to be

understood

For further explanation refer the financial commentary and audited

financial statements attached.



















 Control gained over entities


Prior 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.


Refer Note 28 Business Acquisitions and Disposal of the attached Consolidated Financial

Statements.



 Loss of control of entities


Prior Year 2021


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 Disposal of the attached Consolidated Financial

Statements



 Dividends


Final dividend payable: NZD 12,752,248


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 Bowman Chairman

Keith Smith Director

Joan Wither s Director

Mike Darcey Director

Geraldine McBride Director

Mark Buckman Director (Appointed 21 March 2022)






 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 2022.

This document should be read in conjunction with the 2022 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 2022 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 2022.






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.