2022 Notice of Annual Meeting

SKY NOTICE OF ANNUAL MEETING 20221
Notice of
Annual Meeting
2022
FOR SHAREHOLDERS OF
SKY NETWORK TELEVISION LIMITED
COMMENCING AT:
10:00AM, WEDNESDAY 2 NOVEMBER 2022

Notice of Meeting
Notice is hereby given that the 2022 Annual Meeting of Shareholders of Sky Network Television Limited
(the Company) will be held at the Maritime Room, Princes Wharf, Viaduct Harbour, Auckland and via
the Computershare online web platform at https://meetnow.global/nz on Wednesday 2 November
2022, commencing at 10:00am (NZ time).
In the event that the Board determines a physical meeting is inappropriate in the circumstances as
a result of COVID-19 restrictions or otherwise, the Company may decide to hold a virtual only Annual
Meeting. If this occurs, the Company will provide shareholders with notice through an announcement
to the NZX, ASX and on the Company’s website.
SKY NOTICE OF ANNUAL MEETING 20222
Agenda
Ordinary Business
Item 1: Chair’s Address
Item 2: Chief Executive’s Address
Resolutions
Item 3: To consider and, if thought fit, to pass the following ordinary resolutions:
1. Auditor’s remuneration
That the Board be authorised to fix the auditor’s remuneration for the ensuing year.
2. To re-elect Philip Bowman as a Director
That Philip Bowman, who retires at the Annual Meeting and is eligible for re-election,
be re-elected as a director of the Company.
3. To re-elect Joan Withers as a Director
That Joan Withers, who retires at the Annual Meeting and is eligible for re-election,
be re-elected as a director of the Company.
4. To re-elect Mark Buckman as a Director
That Mark Buckman, who was appointed by the Board on 21 March 2022 and retires
at the Annual Meeting, be re-elected as a director of the Company.
Item 4: To consider and, if thought fit, to pass the following special resolution:
5. Capital Return
That the scheme of arrangement relating to the return of capital to shareholders, as set
out in the explanatory notes accompanying the Notice of Meeting, be and is approved.
All resolutions to be put to the meeting are discussed in the explanatory notes.
The Board unanimously supports resolutions 1-5 and recommends that shareholders vote
in favour of them at the Annual Meeting.
Other Business
To consider any other business, including shareholder questions, that may be properly brought
before the meeting.
By order of the Board
James Bishop
Company Secretary
3 October 2022

SKY NOTICE OF ANNUAL MEETING 20223
Procedural Notes
Resolutions
Resolutions 1 to 4 will each be considered as a separate ordinary
resolution, requiring approval by a simple majority of the votes of
shareholders entitled to vote and voting on each resolution.
Resolution 5 is a special resolution, requiring approval by 75% of the
votes of the shareholders entitled to vote and voting on the resolution.
Attendance at the Company’s Annual Meeting
As at the date of the release of this notice, the Company intends
to conduct a hybrid meeting whereby shareholders will be able to
attend the meeting in person at the Maritime Room, Princes Wharf,
Viaduct Harbour, Auckland or online.
Shareholders will be able to participate virtually through the
Computershare online meeting platform at https://meetnow.global/nz.
To access the meeting, click ‘Go’ under the Sky TV meeting and then click
‘JOIN MEETING NOW’. You will need the latest version of Chrome, Safari
or Edge to access the meeting. Please ensure your browser is compatible.
The Computershare online meeting platform enables shareholders
to view the meeting and presentations as well as providing the
opportunity to vote and ask questions. Instructions on how to
participate are available in the Virtual Meeting Guide accompanying
this notice and available on the Company’s website at
www.sky.co.nz/investor-centre/investor-information.
In the event that the Board determines a physical meeting is
inappropriate in the circumstances as a result of COVID-19
restrictions or otherwise, the Company may decide to hold a
virtual only Annual Meeting. If this occurs, the Company will
provide shareholders with notice through an announcement
to the NZX, ASX and on the Company’s website.
Shareholder Questions
As well as being able to ask questions in person at the meeting
venue or through the Computershare online meeting platform,
shareholders unable to attend the Annual Meeting in either of
these ways can submit questions in advance by emailing them
to investorrelations@sky.co.nz.
Webcast
A recording of the Annual Meeting will be made available on the
Company’s website as soon as practicable following the meeting at
www.sky.co.nz/investor-centre/investor-information.
Voting and Proxies
How to vote
There are three methods by which you can exercise your right to
vote. Namely, by voting online in advance of the meeting, attending
the meeting in person or via the Computershare Online Meeting
Platform and voting during the meeting or by appointing a proxy
to attend virtually or in person to vote in your place. A voting/proxy
form is enclosed with this notice of meeting and contains additional
details around voting and appointing a proxy.
All voting at the Annual Meeting will be by poll, as required under the
NZX Listing Rules.
Voting at the in-person meeting
You can exercise your right to vote at the physical meeting in two
ways. Namely, by being present and voting in person or by appointing
a proxy or representative (in the case of a corporate shareholder) to
attend and vote in your place. A voting/proxy form is enclosed with
this notice of meeting and contains additional details around voting
and appointing a proxy or representative.
If you are entitled to vote and wish to do so in person at the Annual
Meeting, please bring your voting/proxy form with you, as the
barcode will assist with your registration.
Voting online prior to the meeting
You can choose to exercise your vote online at www.investorvote.co.nz.
You will need to provide your CSN/Securityholder Number, which can be
found on the proxy form. Online voting prior to the meeting is available
until 10.00am on Monday 31 October 2022 (NZ time).
Voting at the virtual meeting
Those attending the virtual meeting via the Computershare Online
Meeting Platform at https://meetnow.global/nz can cast their vote
online during the meeting. Instructions on how to complete this
process are included in the Virtual Meeting Guide. If you wish to vote
online during the meeting login as a shareholder using your CSN/
Securityholder Number, which can be found on your proxy form, for
verification purposes.
Appointing a proxy or representative
If you are unable to attend the meeting in person or online, you
may wish to appoint a proxy or representative (in the case of a
corporate shareholder) to attend and vote on your behalf. If you
wish to appoint a proxy or representative, you must complete the
voting/proxy form which provides information on how to make this
appointment and ensure it is received by Computershare no later
than 10.00am on Monday 31 October 2022 (NZ time). While the
completed proxy form can be sent to Computershare via mail or as
an email attachment, the Company recommends lodging your proxy
online at www.investorvote.co.nz. You will need to provide your CSN/
Securityholder Number, which can be found on your proxy form.
If you wish to appoint a proxy:
• The proxy does not need to be a shareholder.
• You may direct your proxy how to vote, or give your proxy
discretion to vote as they see fit. If you wish to give your proxy
that discretion, you should mark the appropriate box online or
on the voting/proxy form. If you do not mark any appropriate
box online or on the voting/proxy form then your proxy may vote
or abstain from voting as they see fit.
• The Chair of the meeting, or any other director, is willing to
act as proxy. If you appoint the Chair of the meeting or any
other director as proxy but do not direct them how to vote on a
particular resolution then they will vote your shares in favour of
each of the resolutions 1-5.
• If you have not named a proxy, or your named proxy does not
attend the meeting, and you have directed how you wish to
vote, the Chair will be your proxy.
NZ RegCo Review
NZ RegCo has confirmed it has no objection to this notice of
meeting, but takes no responsibility for any statement made in this
notice of meeting.

SKY NOTICE OF ANNUAL MEETING 20224
Explanatory Notes
Resolution 1 –
Auditor’s Remuneration
Ordinary Resolution
PricewaterhouseCoopers (PwC) is the Company’s auditor and is
automatically reappointed under section 207T of the Companies Act
1993 (Companies Act). Under section 207S of the Companies Act,
auditors’ fees and expenses must be fixed in the manner determined
at the Annual Meeting. Shareholder approval is therefore sought
under this resolution for the Board to fix the audit fees and
expenses of PwC for the financial year ending 30 June 2023.
Resolutions 2, 3 & 4 –
Re-election of Directors
Ordinary Resolution
NZX Listing Rule 2.7.1 and ASX Listing Rule 14.4 provide that a
Director must not hold office (without re-election) past the third
annual meeting following the Director’s appointment or three
years, whichever is longer.
NZX Listing Rule 2.7.1 also provides that any person who is appointed
as a director by the Board shall retire from office at the next annual
meeting, but shall be eligible for re-election at that meeting. ASX
Listing Rule 14.4 provides that a director appointed to fill a casual
vacancy or as an addition to the Board must not hold office (without
re-election) past the next annual general meeting of the entity.
Geraldine McBride will stand down from the Board with effect from
close of the Annual Meeting. The Board wishes to recognise her
service to the Company over the past nine years.
Philip Bowman
Philip Bowman retires in accordance
with NZX Listing Rule 2.7.1 and ASX
Listing Rule 14.4 and being eligible,
offers himself for re-election.
The Board considers that Philip Bowman
is an Independent Director. The Board
unanimously supports his re-election.
Philip Bowman was first appointed on 1 September 2019 and was
re-elected by shareholders on 19 October 2019. He serves as an
Independent director and also as Chair of the Board and a member
of the Audit and Risk Committee.
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, KMD Brands
Limited 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 Withers
Joan Withers retires in accordance
with NZX Listing Rule 2.7.1 and ASX
Listing Rule 14.4 and being eligible,
offers herself for re-election.
The Board considers that Joan Withers
is an Independent director. The Board
unanimously supports her re-election.
Joan Withers was first appointed on 17 September 2019 and was
re-elected by shareholders on 19 October 2019. She serves as an
Independent director and also as a member of the Audit and Risk
Committee and People and Performance Committee.
Joan 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, a Director
of Origin Energy Limited and she has previously held Chair positions
at Auckland International Airport and Mercury NZ Limited. 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 Master’s 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.
Mark Buckman
Mark Buckman retires in accordance
with NZX Listing Rule 2.7.1 and ASX
Listing Rule 14.4 and being eligible,
offers himself for re-election.
The Board considers that Mark Buckman
is an Independent director. The Board
unanimously supports his re-election.
Mark Buckman was appointed by the Board on 21 March 2022.
He serves as an Independent director.
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.

SKY NOTICE OF ANNUAL MEETING 20225
Resolution 5 –
Capital Return
Background
On 25 August 2022, the Company announced its intention to
undertake a capital return to shareholders, on a pro rata basis, of
approximately NZ$70 million. The amount to be paid out under the
proposed capital return will be funded by cash reserves.
The Board has determined that this return of capital should be
effected by way of a Court approved arrangement under Part 15 of
the Companies Act (Scheme). The terms of the Scheme are set out
in the Scheme of Arrangement Document included in this notice of
meeting. The Board considers the proposed Scheme to be fair to all
shareholders as it achieves a return of capital on a pro rata basis,
with the result that the transaction does not alter the shareholders’
relative voting and distribution rights.
The Scheme involves the Company’s shareholders having one share
cancelled for every six shares held, and receiving a cash sum of
NZ$2.40 for each share cancelled (with Australian shareholders
being paid the Australian dollar equivalent as explained below). If
the number of shares a shareholder owns is not divisible by six, then
the number will be rounded up or down to the nearest whole number
(with 0.5 rounded up).
The Company has set a cancellation price of NZ$2.40 per share
cancelled after taking into account the Company’s share price
following announcement of the capital return on 25 August 2022.
In order to return approximately NZ$70 million of capital to
shareholders, applying the cancellation price of NZ$2.40 results in
one share for every six shares held by shareholders being cancelled
(subject to rounding).
On 31 August 2022, the Company applied to the High Court of
New Zealand for an order directing the Company to put the Scheme
to shareholders. The Court made initial orders on 22 September
2022 which require (amongst other things) the Scheme to be
approved by special resolution of shareholders (that is, a resolution
passed by a 75% majority of the votes of all shareholders entitled to
vote and voting at the meeting), and an IRD ruling confirming that
the cash sum paid to shareholders under the Scheme is not in lieu
of the payment of a dividend to be obtained. The Company will also
be seeking a ruling from the Australian Taxation Office in relation
to the tax effect of the capital return on Australian tax resident
shareholders for Australian tax purposes. However, this is not a
condition of the Scheme.
If the resolution is passed and the IRD ruling is obtained, the
Company will seek final orders from the High Court sanctioning
the return of capital. The final orders that will be sought by the
Company sanctioning the Scheme are set out in the copy of the
Company’s application to the Court (dated 31 August 2022), which
is available on the Company’s website at www.sky.co.nz/investor-
centre/investor-information.
If shareholders do not approve the Scheme or if the IRD ruling is
not obtained, the Scheme will not proceed and the Company’s
application to the High Court will be discontinued. The Company
may then consider alternative arrangements for a return of capital
to shareholders, which it would notify to shareholders.
The Board unanimously recommends that shareholders vote in
favour of the Scheme (Resolution 5).
Rationale for the Capital Return
As at 30 June 2022 the Company held approximately NZ$139
million of cash. This balance arose from both cash generated
by the business and the sale of its Mt Wellington properties,
which completed in March 2022. In addition, the Company has
access to an undrawn banking facility of NZ$150 million.
Against this backdrop, and as previously signaled to the
market, the Board undertook a detailed review of the
Company’s capital management strategy, taking into
consideration likely capital needs and opportunities for
investment, as well as future performance projections.
Through this process the Board established a capital allocation
framework that included establishing a sustainable dividend
policy, opportunities to re-invest in the business to support future
growth and value creation and identifying any excess capital
above these requirements. As signaled in the Company’s full year
results, current year profits have been separately distributed
by way of a final dividend, with a capital return being the
preferred method to distribute excess capital to shareholders.
In determining the preferred form of capital return, the Company
sought advice from its external legal advisers, financial advisers, and
tax advisers, taking into account sizing, the nature of the Company’s
shareholder base, and other relevant considerations. In addition,
the Company received feedback from a number of shareholders
(both retail and institutional), which was also carefully considered.
All capital return methods were considered, including the payment
of a special dividend, both on-market and off-market share buyback
transactions, and the proposed Scheme, as well as combinations
of these methods. After careful consideration by the Board, the
preferred method adopted was the Scheme.
In reviewing the options for the return of capital, the Company’s
objectives included:
(a) certainty that the return of capital would proceed with a
low level of execution risk;
(b) ensuring that the return of capital would be made in a
timely manner, so that shareholders receive cash in the
near term;
(c) ensuring that the payment made to shareholders
is appropriately treated as a return of capital for
New Zealand tax purposes (see further information
under the heading “Taxation – New Zealand” below). The
Company will also be seeking a ruling from the Australian
Taxation Office in relation to the tax effect of the
capital return for Australian tax purposes on Australian
tax resident shareholders (see further information
under the heading “Taxation – Australia” below); and
(d) adopting a method that ensured all shareholders are
treated on the same basis and that the return of capital
would not materially alter any shareholder’s proportionate
voting or distribution rights.

SKY NOTICE OF ANNUAL MEETING 20226
The Scheme and its effect
Subject to approval by shareholders, receipt of the IRD ruling (see
“Taxation – New Zealand” below) and receipt of final orders from
the High Court sanctioning the return of capital, the Scheme will
result in:
(a) the cancellation, in the hands of the shareholder, of one in
every six shares held by each shareholder in the Company
(together with all rights attaching to those shares) on the
Record Date (as defined below) and will not involve the
Company purchasing the shares. Fractions of a share will
be rounded up or down to the nearest whole number (with
0.5 rounded up); and
(b) the payment to each shareholder of NZ$2.40 for each
share cancelled. Shareholders with an address on the
register in Australia at 7:00pm (New Zealand time) on
the Record Date for determining the shareholders to
participate in the Scheme will be paid the NZ$2.40 per
cancelled share converted into Australian dollars at the
exchange rate organised by the Company’s share registrar
on or about that time, as approved by the Company.
Shareholders with an address on the register outside
New Zealand and Australia will receive the capital return
in New Zealand dollars. The Company will return to
shareholders, on a pro rata basis, approximately NZ$70
million of capital. On the Record Date, there are expected
to be 174,688,323 shares on issue. Based on this number,
29,114,720 ordinary shares will be cancelled (subject to
rounding). This will leave the total number of ordinary
shares on issue at approximately 145,573,603.
A worked example of the impact on a New Zealand tax resident
shareholder is set out below:
BeforeAfter
Shares held 10,0008,333
Share price on close of business
following announcement
(25 August 2022)
NZ$2.62-
Assumed share price after the
capital return and payment of
FY22 final dividend
-NZ$2.58
Value of sharesNZ$26,200.00NZ$21,499.14
FY22 final dividend payment
to shareholder (before any NZ
resident withholding tax)
-NZ$730.00
Capital returned via cash
payment to shareholder
-NZ$4,000.80
Value of shares, dividend and
capital return
NZ$26,200.00NZ$26,229.94
Percentage ownership0.0057%0.0057%
Subject to the approval of shareholders and receipt of the IRD ruling
(see “Taxation – New Zealand” below), the final orders from the High
Court sanctioning the Scheme are expected to be made on or about
10 November 2022.
The indicative timetable for the proposed Scheme is set out in the
table below. Further information on the timetable will be announced
at appropriate times.
EventDate
Annual Meeting2 November 2022
IRD ruling*31 October 2022
Final orders made by High Court*10 November 2022
Record Date*21 November 2022
Payment to shareholders*29 November 2022
*The dates above are indicative only. If the final court orders have
not been made by 10 November 2022, the Record Date will be five
business days after the date on which the final orders from the High
Court sanctioning the Scheme are made. Payment will be made to
shareholders within ten business days after the Record Date.
Directors of the Company and associated persons of Directors
who legally and/or beneficially own shares in the Company will
participate in the return of capital in exactly the same way as all
other ordinary shareholders of the Company. Directors and/or their
associated persons are entitled to vote on Resolution 5 to approve
the capital return.
Payment of funds under the Scheme
The share register will close at 7:00pm (New Zealand time) on 21
November 2022, or the date five business days after the date on
which the final orders from the High Court sanctioning the Scheme
are made, whichever is the latest (Record Date).
This will be for the purpose of determining the number of shares to be
cancelled and the amount to be returned to those shareholders whose
names appear in the share register at that time. The cancellation is
expected to be effected during the course of a short trading halt, the
details of which will be advised through NZX/ASX in due course.
Payment to shareholders will be made by direct credit in the case of
those shareholders who have previously provided bank account details
to the Company or the share registrar. Direct credits will be made
within ten business days after the Record Date. Shareholders will be
issued with a new shareholding statement showing the new number
of shares held following the cancellation of shares.
For those shareholders that have not previously provided their
bank account details to the Company or the share registrar, the
share registrar will attempt to make contact to obtain them by the
Record Date. Payment will then be made within ten business days
of valid details having been provided (without interest) if they are
not provided by the Record Date, with the funds being dealt with
as unclaimed distributions in the meantime in accordance with the
Company’s constitution (see clause 4.3).
Shareholders with an address on the register in Australia at 7:00pm
(New Zealand time) on the Record Date will be paid NZ$2.40 per
cancelled share converted into Australian dollars at the exchange rate
organised by the Company’s share registrar on or about that time, as
approved by the Company.
Taxation – New Zealand
The following is provided as general guidance as to the tax effect of
the Scheme for New Zealand tax resident shareholders. Shareholders
should obtain independent taxation advice on the effect of the
Scheme based on their individual circumstances.
The Scheme is conditional on the Company receiving a binding ruling
from the Commissioner of Inland Revenue confirming that, for the
purposes of section CD 22 of the Income Tax Act 2007 (NZ), no
part of the amount that will be paid (approximately $70 million) to
shareholders on the share cancellation is in lieu of the payment of a
dividend. Therefore, even if the shareholders approve the Scheme, it
will not proceed unless this condition is satisfied.
Resolution 5 –
Capital Return continued

SKY NOTICE OF ANNUAL MEETING 20227
Accordingly, on this basis and provided certain other requirements
in the Income Tax Act 2007 (NZ) are satisfied, the amount paid
to shareholders will be treated as a return of capital and not as a
dividend for New Zealand income tax purposes.
This means the payment will generally not be taxable for
New Zealand shareholders unless:
(a) the shareholder is a share dealer;
(b) the shares were acquired for the dominant purpose of
disposal; or
(c) the amount received by a shareholder is derived from a
profit-making undertaking or scheme.
Taxation – Australia
The following is provided as general guidance as to the Australian
tax implications for Australian tax resident shareholders (Australian
Shareholders). The tax consequences for Australian Shareholders
will depend on the specific facts or circumstances that apply to the
particular Australian Shareholder. Australian Shareholders should
obtain independent tax advice on the effect of the Scheme based on
their individual circumstances.
The Company will be applying to the Australian Taxation Office (ATO)
for a Class Ruling on behalf of Australian Shareholders to confirm
whether any part of the payment received by Australian Shareholders
under the Scheme will be treated as a dividend for Australian tax
purposes and that the payment will be treated as capital proceeds
received by Australian Shareholders for the purposes of calculating any
capital gain or loss on the cancellation of the shares. The description
below is based on a Class Ruling being issued by the ATO confirming
that no part of the payment received by Australian Shareholders under
the Scheme will be treated as a dividend for Australian tax purposes
and that the payment will be treated as capital proceeds received by
Australian Shareholders for the purposes of calculating any capital
gain or loss on the cancellation of the shares.
Australian Shareholders cannot rely on this guidance unless a Class
Ruling is issued by the ATO that is in accordance with the above. If it is
issued, the Company will notify Australian Shareholders as soon as is
practicable after the Class Ruling is available by announcement on NZX/
ASX and a copy of the Class Ruling will be published on the Company’s
website. If the Class Ruling is not issued by the ATO then the tax
consequences for Australian Shareholders may be different from the
description below and the Company will advise Australian Shareholders
accordingly. Regardless of whether the Class Ruling is issued, the
Company will proceed with the proposed Scheme (subject to shareholder
approval, final Court approval and the IRD ruling being obtained).
Under the Scheme, the shares held by an Australian Shareholder will
be cancelled and will not involve the Company purchasing any of the
shares. The cancellation of the shares will constitute a capital gains tax
(CGT) event (CGT event C2). The CGT event will happen no later than
at the time the shares are cancelled.
An Australian Shareholder will make a capital gain from the CGT
event to the extent that the capital proceeds received in respect of the
cancellation of their shares (the payment they receive or are entitled to
receive) are more than the cost base of the shares (which will generally
include the amount paid to acquire the shares and certain incidental
costs associated with acquiring the shares). An Australian Shareholder
will make a capital loss to the extent that the capital proceeds received
in respect of the cancellation of the shares are less than the reduced cost
base of the shares (generally determined in the same way as cost base).
Any capital gain or loss arising from the cancellation of the shares is
included in the calculation of the Australian Shareholder’s net capital
gain for the income year in which the CGT event occurs. Broadly, an
Australian Shareholder’s net capital gain for an income year is the total
of all the capital gains or capital losses made during the income year
less any available net capital losses made in previous income years.
To the extent that the Scheme results in an Australian Shareholder
making a capital gain, they may be entitled to reduce the gain under
the CGT discount rules (depending on the circumstances of the
Australian Shareholder). Under the CGT discount rules, an eligible
Australian Shareholder is generally able to reduce the capital gain
(after first applying any current year or prior year capital losses) by
50% where they are an individual or trust and by 33.33% where they
are a complying superannuation fund, provided that they have held the
shares for at least 12 months before the CGT event. The CGT discount
is not available to Australian Shareholders that are companies.
If an Australian Shareholder makes a capital loss, this can be used
to offset other capital gains from the same income year or may be
carried forward to offset capital gains incurred in future income
years, subject to applicable loss recoupment rules.
This section and any Class Ruling is only relevant for Australian
Shareholders who hold their shares in the Company on capital
account and does not apply to Australian Shareholders who:
(a) hold their shares as trading stock, as revenue assets or
pursuant to Australia’s employee share scheme rules in
Division 83A of the Income Tax Assessment Act 1997 (Cth);
(b) hold their shares as assets used in carrying on a business or
as part of a profit making undertaking or scheme;
(c) are Australian tax residents but who hold their shares as
part of an enterprise carried on, at or through a permanent
establishment in a foreign country;
(d) are subject to special rules, such as financial institutions,
insurance companies, partnerships, tax exempt
organisations, trusts (except where expressly stated),
superannuation funds (except where expressly stated) or
temporary residents of Australia;
(e) are subject to the taxation of financial arrangements rules in
Australia in relation to gains and losses on their shares; or
(f) are subject to the Investment Manager Regime under
Subdivision 842-I of the Income Tax Assessment Act 1997
(Cth) in relation to their shares.
Key risks
The Board considers the Scheme to be low risk, given it involves the
return of capital to shareholders.
There is a risk that if additional capital were needed to be raised in
the medium term for some reason, the costs of such raising could
have been avoided had the Scheme not been implemented. For
example, in the event that a major acquisition were to be considered
by the Company this may require equity funding. The Board
consider this risk is low as there are no imminent opportunities
that the Board is aware of that would suggest that maintaining
a large surplus of cash is appropriate. The Scheme is sized so that
the Company retains the ability to reinvest for future growth and
maintain a degree of financial flexibility to absorb unexpected
changes in trading performance in the short term.
Further Information
The Company has provided general guidance as to the tax implications
in relation to the Scheme for New Zealand and Australian tax resident
shareholders as outlined above. Shareholders who are tax resident in
other jurisdictions should obtain independent taxation advice on the
effect of the Scheme based on their individual circumstances.
Shareholders who have any questions about the effect of the
Scheme on their investment should consult their financial advisers.
Copies of the Court documents filed in relation to the Scheme
and the initial Court orders are available on the following website
https://www.sky.co.nz/investor-centre/investor-information.

SKY NOTICE OF ANNUAL MEETING 20228
Scheme of
Arrangement Document
Scheme of Arrangement pursuant to Part 15 of the
Companies Act 1993 (NZ) between: Sky Network
Television Limited and the holders of shares in Sky
Network Television Limited.
1. Interpretation
In this document, unless the context otherwise requires:
Annual Meeting means the annual meeting of shareholders
of Sky TV, and any adjournment of that meeting, to be held
to, among other things, consider and, if thought fit, approve
the Scheme.
Business Day means a day on which the stock exchanges
operated by NZX and ASX are open for trading.
Record Date means 21 November 2022, or the date five
Business Days after the date on which the final order
from the High Court of New Zealand is made pursuant to
section 236(1) of the Companies Act 1993 sanctioning the
arrangement, whichever is the latest.
Scheme means the proposed scheme of arrangement
between Sky TV and its Shareholders, the terms of which
are set out in this document.
Share means an ordinary share in Sky TV.
Shareholder means each person who is recorded in the share
register of Sky TV as the holder of a Share at 7:00pm
(New Zealand time) on the Record Date.
Sky TV means Sky Network Television Limited.
2. Arrangement
2.1 One Share for every six Shares recorded in the share
register of Sky TV as being held by each Shareholder at
7:00pm (New Zealand time) on the Record Date will
be cancelled in the hands of the Shareholder (together
with all the rights attaching to those Shares). For this
purpose, fractions of a Share will be rounded up or
down to the nearest whole Share (with 0.5 rounded up).
2.2 Within ten Business Days after the Record Date, Sky TV
will pay to each Shareholder for each Share recorded
in the share register of Sky TV as being held by that
Shareholder which has been cancelled in accordance
with clause 2.1:
(a) where that Shareholder has at 7:00pm
(New Zealand time) on the Record Date
an address recorded in the share register
other than in Australia, NZ$2.40; or
(b) where that Shareholder has at 7:00pm
(New Zealand time) on the Record Date an address
recorded in the share register in Australia, NZ$2.40
converted into Australian dollars at the exchange
rate organised by the Company’s share registrar on
or about that time, as approved by the Company.
2.3 Payments will be made by electronic funds transfer to
a bank account for the Shareholder where Sky TV or its
share registrar holds sufficient details to make payment
in that manner. Where an electronic funds transfer
has failed, or Sky TV and its share registrar do not hold
sufficient details to make payment, funds will be dealt
with as unclaimed distributions in accordance with clause
4.3 of Sky TV’s constitution.
3. Amendment
3.1 Sky TV reserves the right to amend this Scheme at
any time and from time to time provided that any
such amendment must be contained in a written
document which is filed with the Court and, if made
following the Annual Meeting, approved by the Court
and communicated to the shareholders of Sky TV in the
manner required by the Court (if so required).
3.2 Any amendment to this Scheme may be proposed by
Sky TV at any time prior to or at the Annual Meeting
with or without any other prior notice or communication
and, if so proposed and accepted by the persons voting
at the Annual Meeting, will become part of this Scheme
for all purposes.

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Turn over to complete the form to vote
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN//Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.
Annual Meeting Admission and Proxy/Voting Form
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
Signing Instructions for Proxy/Voting Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
In the case of joint shareholders, only one shareholder is required to sign this
form, providing all joint shareholders have authorised the signatory to do so.
Power of Attorney
If this form has been signed under a power of attorney, a copy of the power of
attorney (unless already deposited with the Registrar) and a signed certificate
of non-revocation of the power of attorney must be produced to the Registry
with this form.
Companies
This form should be signed by a director jointly with another director, or a sole
director can also sign alone. Please sign in the appropriate place and indicate
the office held.
Comments & Questions
If you have any comments or questions for the Company, please write them on
a separate sheet of paper and return with this form.
How to Vote on Items of Business
All your shares in Sky Network Television Limited (the Company) will be voted in
accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. A proxy need not
be a shareholder of the Company. The Chair of the meeting, or any other director, is
willing to act as proxy for any shareholder who wishes to appoint him or her for that
purpose. To do this, enter ‘the Chair’ or the name of your proxy in the space allocated
in ‘Step 1’ of this form.
If you do not name a person as your proxy, but otherwise complete the proxy form in
full, or your named proxy does not attend the virtual meeting, the Chair will be
appointed your proxy and will vote in accordance with your express direction (subject
to any voting prohibitions).
The Chair and the other directors intend to vote all discretionary proxies in favour of
all resolutions.
Please note that you may still attend the meeting virtually should you appoint a proxy
noting that you will not be able to vote if a proxy has been appointed.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote or abstain from voting as
they choose to the extent permitted by law and the relevant listing rules. If you mark
more than one box on an item your vote will be invalid on that item.
Attending the Meeting
If you propose to attend the Annual Meeting in person, please bring this Admission
Form/Proxy Form to the meeting. All shareholders must register with the Company’s
registration staff prior to entering the meeting room. If a representative of a corporate
security holder or proxy is to attend the meeting, they may need to provide evidence
of your authorisation to act prior to admission.
All shareholders will have the option to attend, vote and participate in the Annual
Meeting online via an internet connection using a laptop, tablet or smartphone.
For further details see the Virtual Meeting Guide that accompanies this form.
Lodge your proxy
The Annual Meeting of Sky Network Television Limited will be held as a hybrid meeting at
The Maritime Room, Princes Wharf, Auckland and online on Wednesday, 02 November 2022, commencing at 10:00am (NZ time).
To attend the meeting online please go to https://meetnow.global/nz.
Online
www.investorvote.co.nz
By Email
corporateactions@computershare.co.nz please use
“SKT Proxy” in the subject line
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your vote or proxy online, 24 hours a day, 7 days a week:
For your proxy to be effective it must be received by 10.00am (NZ time) on Monday, 31 October 2022.
Sky Network Television Limited

STEP 2
For
Against
Abstain
Proxy
Discretion
Items of Business - Voting Instructions/Ballot Paper
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted.
If you mark the Proxy Discretion box, your proxy may vote or abstain from voting as they see fit (to the extent permitted by law and the relevant
listing rules). The Chair and the other directors intend to vote all undirected proxies in favour of each of the resolutions.
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions 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) at the Annual Meeting of the shareholders
of Sky Network Television Limited (the “Company”) to be held at The Maritime Room, Princes Wharf, Auckland and online on Wednesday, 02 November 2022,
commencing at 10:00am (NZ time).
hereby appoint of
or failing him/herof
Appoint a Proxy to Vote on Your Behalf
STEP 1
Signature of Shareholder(s) This section must be completed.
Shareholder 1Shareholder 2Shareholder 3
or Sole Director/Directoror Director (if more than one)
Contact Name Contact Daytime Telephone Date
SIGN
Proxy/Voting Form
Ordinary Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
1.Auditor’s remuneration
That the Board be authorised to fix the auditor’s remuneration for the ensuing year.
2. To re-elect Philip Bowman as a Director
That Philip Bowman, who retires at the Annual Meeting and is eligible for re-election, be re-elected as a director
of the Company.
3. To re-elect Joan Withers as a Director
That Joan Withers, who retires at the Annual Meeting and is eligible for re-election, be re-elected as a director of
the Company.
4.To re-elect Mark Buckman as a Director
That Mark Buckman, who was appointed by the Board on 21 March 2022 and retires at the Annual Meeting, be
re-elected as a director of the Company.
To consider and, if thought fit, to pass the following special resolution:
5. Capital Return
That the scheme of arrangement relating to the return of capital to shareholders, as set out in the explanatory notes
accompanying the Notice of Meeting, be and is approved.
All resolutions to be put to the meeting are discussed in the explanatory notes contained within the Notice of Meeting.
I/We being a shareholder/s of Sky Network Television Limited
Annual Meeting of the shareholders of Sky Network
Television Limited (the “Company”) to be held at
The Maritime Room, Princes Wharf, Auckland and online
on Wednesday, 02 November 2022, commencing
at 10:00am (NZ time).
ATTENDANCE SLIP
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):

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