NOTICE OF ANNUAL MEETING

2022 Notice of
Annual Meeting

23
Dear Shareholder and/or Bondholder
The SkyCity Board invites you to participate in the
2022 Annual Meeting of SkyCity Entertainment
Group Limited.
This year’s Annual Meeting will be held virtually
via an online platform on Friday 28 October 2022
commencing at 1.00pm (New Zealand time).
Instructions and further details on how to participate
in the virtual Annual Meeting are set out in the
Explanatory Notes in this Notice of Annual Meeting
and the Virtual Meeting Guide available at
www.computershare.com/vm-guide-nz.
The SkyCity Board and management look forward to
welcoming you to the 2022 Annual Meeting.
On behalf of the SkyCity Board
Jo Wong
Company Secretary

23 September 2022

45
Explanatory Notes
Virtual Meeting
All shareholders and bondholders will have the
opportunity to attend the Annual Meeting online
through the Computershare Meeting Platform using
a computer, laptop, tablet or smartphone – simply
visit https://meetnow.global/nz and follow the
prompts under the ‘SkyCity Entertainment Group
Limited Annual Meeting’ icon. Your browser will need
to be compatible with the latest version of Chrome,
Safari or Edge.
If you are a shareholder, you will also need your
CSN/Securityholder Number, which can be found on
your proxy form or email invitation (where applicable).
Shareholders and bondholders will be able to view
the presentations on their selected devices. Audio will
stream through your selected device, so please ensure
that the volume control on your headphones or
device is turned up. Instructions on how to participate
‘virtually’ are provided in the Virtual Meeting Guide
available at www.computershare.com/vm-guide-nz.
Shareholders will be able to vote on the resolutions to
be put to shareholders and will have the ability to ask
questions on their selected devices. Bondholders who
are not also shareholders are invited to attend the
Annual Meeting as a guest but are not entitled to vote
on the resolutions or ask questions on their selected
devices.
Shareholders will still be able to appoint a proxy to
vote for them, as they otherwise would, by following
the instructions on the proxy form and in this Notice
of Annual Meeting.
If you have any questions on, or need assistance with,
the online process, please contact Computershare
on +64 9 488 8777 between 8.30am and 5.00pm
(New Zealand time) Monday to Friday.
Annual Meeting of Shareholders
Friday 28 October 2022 commencing at 1.00pm
(New Zealand time)
Business and Agenda of the Meeting
A. Chair’s Address
B. Chief Executive Officer’s Address
C. General Business and
Shareholder/Bondholder Questions
Response to questions submitted prior to the
Annual Meeting (to the extent the questions
have not already been addressed in the above
addresses) and questions raised at the
Annual Meeting
D. Resolutions
Shareholders will be asked to consider and,
if thought appropriate, pass the following
ordinary resolutions:
1. To elect Kate Hughes

Kate Hughes retires from office at the
Annual Meeting and, being eligible, offers
herself for election
2. To elect Glenn Davis
Glenn Davis retires from office at the
Annual Meeting and, being eligible, offers
himself for election
3. To authorise the directors to fix the fees
and expenses of the auditor of the
company
Pursuant to section 105(2) of the Companies
Act 1993, an ordinary resolution means a
resolution passed by a simple majority of
votes of those shareholders entitled to vote
and voting.
Further information relating to the
resolutions is set out in the Explanatory Notes
accompanying this Notice of Meeting.

67
A proxy need not be a shareholder and may be
appointed online or by completing the proxy form
accompanying this Notice of Annual Meeting.
A proxy appointment must be made online at
www.investorvote.co.nz or, if you complete the
accompanying form, received by Computershare
Investor Services Limited, Level 2, 159 Hurstmere Road,
Takapuna, Private Bag 92119, Auckland 1142 by no later
than 1.00pm (New Zealand time) on Wednesday
26 October 2022.
If, in appointing your proxy, you do not name a
person to be your proxy (either online or on the
accompanying form), or your named proxy does not
attend the Annual Meeting, the Chair of the Annual
Meeting will be your proxy and may only vote in
accordance with your express direction.
You may appoint the Chair of the Annual Meeting
as your proxy. If you appoint the Chair as proxy and
have marked the ‘proxy discretion’ box in relation to
any of resolutions 1 to 3, the Chair will vote for that
resolution.
Recording
A recording of the Annual Meeting will be
available on the company’s website
(www.skycityentertainmentgroup.com) following
the Annual Meeting.
Shareholder/Bondholder Questions
Shareholders and bondholders are invited to submit
questions prior to the Annual Meeting by post
(PO Box 6443, Wellesley Street, Auckland) or by
email (sceginfo@skycity.co.nz).
SkyCity will aggregate the main themes of the
questions received by 5.00pm (New Zealand time) on
Friday 21 October 2022 and respond to them at the
Annual Meeting. This means that not every question
submitted will be answered individually and some
questions may be covered in the Chair’s Address or
Chief Executive Officer’s address.
Voting
Voting at the Annual Meeting will be, as has been the
practice in the past, by way of poll.
Results of voting will be posted on the company’s
website (www.skycityentertainmentgroup.com) and
the NZX and ASX following the conclusion of the
Annual Meeting and finalisation of the voting results.
Proxies
All shareholders are entitled to attend and vote
at the Annual Meeting or to appoint a proxy or
representative (in the case of a corporate shareholder)
to attend and vote on their behalf. Shareholders can
still attend the meeting, even if they have appointed a
proxy (although they will not be able to vote if a proxy
has been appointed).
Shareholders who wish to vote by appointing a proxy
to vote on their behalf may direct their proxy to vote
for or against a resolution, to abstain from voting or to
exercise their discretion as to how to vote. Please note
that your proxy will not be able to vote at the Annual
Meeting unless you have provided a voting direction
or discretion.

89
RESOLUTION 2
Election of Glenn Davis
Glenn Davis was appointed
to the Board by directors in
September 2022. He retires
at the Annual Meeting and
offers himself for election
in accordance with NZX
Listing Rule 2.7.1.
Glenn is a member of
the Governance and
Nominations Committee and a non-executive
director and Chair of SkyCity’s Australian subsidiary,
SkyCity Adelaide Pty Limited.
Glenn has practised as a solicitor in corporate and risk
throughout Australia for over 35 years with expertise
and experience in the execution of large transactions,
risk management and in corporate activity regulated
by the Australian Corporations Act and the ASX.
Glenn has extensive board experience across the
public, private, family and government sectors. He is
currently the Chair of ASX-listed companies Beach
Energy Limited and iTech Minerals Limited. He is
also chair of a number of large private companies
with broad board experience over many years in the
manufacturing, resources, retail, property, seafood
and primary production industries.
Glenn holds tertiary qualifications in law and
economics and is a fellow of the Australian Institute
of Company Directors.
The Board considers Glenn to be an independent
director and unanimously recommends that
shareholders vote in favour of his election.
Resolutions
RESOLUTION 1
Election of Kate Hughes
Kate Hughes was
appointed to the Board
by directors in September
2022. She retires at the
Annual Meeting and
offers herself for election
in accordance with NZX
Listing Rule 2.7.1.
Kate is the Chair of the Risk
and Compliance Committee and a member of the
Governance and Nominations Committee.
Kate is an experienced non-executive director,
holding board and committee roles across a diverse
portfolio, including the Victorian Department of
Health, SuniTAFE and Lower Murray Water. She also
holds committee roles with two Commonwealth
regulators, Comcare Authority and the Australian
Prudential Regulation Authority.
Prior to embarking on a governance career, Kate
held executive roles in risk management, governance
and compliance across various sectors, including
financial services, agribusiness, fast moving consumer
goods, telecommunications, and tertiary education.
Her private sector experience is complemented by
regulatory experience at the Australian Securities
and Investments Commission and NSW Treasury.
Kate holds tertiary qualifications in commerce,
applied finance, and occupational health and safety
and is a graduate of the Australian Institute of
Company Directors.
The Board considers Kate to be an independent
director and unanimously recommends that
shareholders vote in favour of her election.

1011
RESOLUTION 3
Remuneration of Auditor
Section 207T of the Companies Act 1993 provides that
a company’s auditor is automatically re-appointed
at an annual meeting of shareholders of the
company unless there is a resolution or other
reason for the auditor not to be re-appointed.
PricewaterhouseCoopers will automatically be
re-appointed as the auditor of the company at the
Annual Meeting.
Section 207S of the Companies Act 1993 provides
that the fees and expenses of the company’s auditor
are to be fixed in such a manner as the company
determines at each annual meeting.
The Board proposes that, consistent with commercial
practice, the auditor’s fees should be fixed by the
directors. Authority for the directors to fix the fees and
expenses of the auditor is a resolution at each annual
meeting of shareholders of the company.

skycityentertainmentgroup.com

---

GO ONLINE TO APPOINT A PROXY OR TURN OVER TO COMPLETE THIS FORM
VIRTUAL MEETING
YOUR SECURE ACCESS INFORMATION
Control Number: CSN/Securityholder Number:
Please note: You will need your CSN/Securityholder Number and postcode (or country of residence if you
reside outside of New Zealand) to securely access InvestorVote and appoint your proxy online.
www.investorvote.co.nz
Lodge your proxy online – 24 hours a day, 7 days a week
Smartphone
Scan the QR code
For your proxy appointment to be effective, it must be received by 1.00pm (New Zealand time) on Wednesday 26 October 2022.
Appointment of Proxy
If you do not plan to attend the meeting, you can appoint a proxy
to attend the meeting and vote on your behalf. A proxy need
not be a SkyCity shareholder. You can appoint a proxy online at
www.investorvote.co.nz or complete the form overleaf and forward it to
Computershare Investor Services Limited at the contact details above.
If, in appointing your proxy, you do not name a person to be your proxy
(either online or on this form), or your named proxy does not attend the
meeting, the Chairperson of the meeting will be your proxy and may
only vote in accordance with your express direction.
If returning your form by post, it must be received by Computershare
Investor Services Limited no later than 1.00pm (New Zealand time) on
Wednesday 26 October 2022.
The Chairperson of the meeting is willing to act as proxy for any
securityholder who wishes to appoint him/her for that purpose
– simply insert 'the Chairperson' in 'Step 1' of this form overleaf.
Direct your proxy how to vote by marking the ‘for’, ‘against’ or ‘abstain’
box beside each resolution OR marking the ‘proxy discretion’ box.
You can direct your proxy in respect of one or more resolutions and
give your proxy discretion in respect of other resolutions. Note that:
• if your proxy is excluded from voting on a resolution for any reason
and you mark the ‘proxy discretion’ box, they will not be able to vote
on that resolution on your behalf, however they may vote if you give
them a voting direction;
• if you do not mark any box for a resolution, then the direction to your
proxy is to abstain from voting on that resolution; and
• if you mark more than one box for a resolution, your vote will be
invalid on that resolution.
If you appoint the Chairperson as proxy and have marked the ‘proxy
discretion’ box in relation to any of resolutions 1–3, the Chairperson will vote
for that resolution.
Signing Instructions if you are Completing this Form
INDIVIDUAL
Where the shareholding is in one name, the securityholder must sign
where provided overleaf.
JOINT HOLDING
Where the shareholding is in more than one name, all of the
securityholders should sign where provided overleaf.
POWER OF ATTORNEY
If this form is being signed under a power of attorney, a copy of the power
of attorney (unless already provided to SkyCity) and a signed certificate of
non-revocation of the power of attorney must accompany this form.
COMPANIES
A duly authorised officer or attorney of the company must sign this form.
Persons who sign on behalf of a company must be acting with that
company’s express or implied authority.
Comments & Questions
If you have any comments or questions for SkyCity, please write them on
a separate sheet of paper and return it with this form.
The 2022 Annual Meeting of SkyCity Entertainment Group Limited will be held virtually via an online platform.
All shareholders will have the opportunity to attend and participate in the meeting online via an internet connection
using a computer, laptop, tablet or smartphone.
Please refer to the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz.
LODGE YOUR PROXY
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
New Zealand
By Fax
+64 9 488 8787
FOR ALL ENQUIRIES CONTACT
+64 9 488 8777
corporateactions@computershare.co.nz
PROXY/VOTING FORM FOR THE 2022 ANNUAL MEETING

ForAgainst
Proxy
Discretion
Abstain
Securityholder 1 Securityholder 2 Securityholder 3
STEP 1
Please note: Shareholders can still attend the meeting even if they have appointed a proxy (although they will not be able
to vote if a proxy has been appointed).
Contact Name Contact Daytime Telephone Date
SIGNATURE OF SECURITYHOLDER(S) This section must be completed.
Ordinary Business
Item 1 To elect Kate Hughes
Item 2 To elect Glenn Davis
Item 3 To authorise the directors to fix the auditor's remuneration
Please note: If you mark the 'abstain' box for any resolution, you are directing your proxy NOT to vote on your behalf on that
resolution and your vote will not be counted when calculating the required majority for that resolution.
ITEMS OF BUSINESS - VOTING INSTRUCTIONS/BALLOT PAPER
as my/our proxy to attend and vote for me/us on my/our behalf in accordance with the following directions at the Annual Meeting
of SkyCity Entertainment Group Limited to be held as a virtual meeting on Friday 28 October 2022 commencing at 1.00pm
(New Zealand time) and at any adjournment of that meeting.
hereby appoint
of
or failing him/herof
APPOINT A PROXY TO VOTE ON YOUR BEHALF
SIGN
STEP 2
PROXY/CORPORATE REPRESENTATIVE FORM
The Chairperson of the meeting is willing to act as proxy for any securityholder who wishes to appoint him/her for that purpose. If you wish, you can
appoint the Chairperson as your proxy by inserting 'the Chairperson' below.
I/We, being a shareholder/s of SkyCity Entertainment Group Limited,
This form is to be used to vote as follows on the following:
and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting
(or any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she thinks fit or abstain from voting on each such
resolution. The proxy is appointed only in respect of the above meeting or any adjournment thereof.
If your proxy is not the Chairperson of the meeting or another director of SkyCity Entertainment Group Limited, please ensure that you provide their
contact details (phone and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for
your proxy.
Proxy contact details (Phone): and (Email):
CSN/Securityholder Number:
Number of Shares: