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Sky Announces Full Year Results

Full Year Results23 August 2023SKTCommunication Services

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


sky.co.nz




24 August 2023



Sky delivers solid result while investing in future growth


Sky Network Television Limited (Sky) delivered a solid result for the 2023 financial year,

characterised by customer and revenue growth and a continuing strong focus on costs and margin

improvement while investing for the future.

Revenue, EBITDA

1

and net profit after tax (adjusted for one-off items

2

) were all delivered in line with

the guidance ranges provided, with capex slightly above as Sky invests in the new Sky Box and Sky

Pod.

Key points of today’s announcement:

• Customer relationships rose above 1 million to 1,015,125 (+2.5%).

• Revenue grew by 2.4% to $754.1m, driven by growth in customers and increased average

revenue per user (ARPU) across Sky Box, Streaming, Commercial and Broadband products.

• Strategically important rights were secured.

• The expected lift in programming costs was contained to a reported net increase of $21.3m and

with continued strong focus across all cost lines.

• Adjusted for one-off items, NPAT was up by +15.2%.

• A final dividend of 9 cents, with a total dividend of 15 cents or 89% of adjusted free cash flow.


Commenting on the results, Chief Executive Sophie Moloney said: “I am pleased to be sharing a solid

set of results with you, following a year of significant transformation and the delivery of major

initiatives at Sky. They demonstrate that we are continuing to deliver today while also investing in

the areas that will see us benefit in future years. We have invested in new products and the content

that customers value, and our organisational changes and outsourcing to specialist partners are

transforming the way we operate.”


“The launch of our new Sky experience was a key milestone, and after only three months of

promotion we have around 35,000 new Sky Boxes and 13,000 Sky Pods in use in customer homes.

This is pleasing progress, as is the positive feedback we have received from many customers

enjoying the new experience. That said, we acknowledge that there were early teething problems

with the rollout for some customers, and we have confidence that these are being rapidly addressed

by the team. The benefits of the new Sky Box, particularly the enhanced content discovery and easy

user interface, far outweigh these early issues, and we are accelerating the rollout of the new Sky

experience in FY24 so that more customers – both existing and new – can take advantage of them.”



1

EBITDA is a non-GAAP measure. Sky uses this measure when discussing financial performance as the Company believes it

provides useful information on Sky’s performance.

2

FY23 Revenue, EBITDA and NPAT adjusted for the impact of Organisational changes announced 29 March 2023 and the sale of

RugbyPass completed 10 October 2022 as these items were excluded from FY23 guidance. FY22 EBITDA and NPAT adjustments

largely relate to the gain on sale of the Mt Wellington properties and a provision release for Holidays Act compliance.




“Our business has remained resilient against a backdrop of inflation and high interest rates

impacting on household budgets, thanks to our strategy of meeting New Zealanders where they are,

in ways that work for them. Our unrivalled content offer, our multi-platform approach across

satellite, streaming and free-to-access (including the launch of our new free-to-air channel Sky

Open), and our 100% coverage across the country, continues to be a key competitive advantage.”


Customers

Sky’s customer relationships grew by 2.5%, led once again by strong gains in Streaming, with Sky

Sport Now up 37% to 150,000 customers and Neon up 8% to 318,000. The Sky Box customer base

continued to stabilise, despite the delay in new product delivery, with losses slowed to 2.7%. Over

18,000 Vodafone TV customers migrated to their chosen Sky Product during the second half, with

17,000 choosing the full Sky experience via the Sky Box or Sky Pod and over 1,500 streaming

subscriptions added. Broadband customers closed at 26,000, up 45% and with an attachment rate

to Sky Box of 5%, while Commercial customer numbers were stable at over 6,500.

Content

Sky secured a number of strategically important and disciplined rights wins during the period,

including a new rights agreement for Formula 1 and a long-term partnership with World Rugby, and

the recently-announced renewal with Warner Bros. Discovery that was achieved on more favourable

commercial terms.

Sophie commented: “Our rich data capability means we are building deeper insights into what our

customers value, which in turn informs our investment decisions. These insights were invaluable in

securing key targeted rights in FY23 and are already delivering against the customer acquisition and

retention objectives we set. It also means we have a robust understanding of what we don’t need to

hold or where exclusivity is not required, giving us confidence about where we are prioritising our

investment.”

Financial

Revenue growth of 2.4% to $754.1 million was driven by strong increases in Streaming and

Broadband, continued stabilisation of Sky Box and positive uplift in Commercial and Advertising

revenues.

Streaming revenue growth of 10.6% to $103.2 million included an impressive 50% increase for Sky

Sport Now and a very healthy 19% increase for Neon. It was also achieved despite a net $6.1 million

impact from extending the availability of the VTV platform until 31 March 2023, masking like for like

growth of 16%. Continued improvement in Sky Box saw a net revenue decline of 0.8% - a significant

improvement from the 3.4% decline in FY22. Broadband revenue grew 123% and achieved a

positive contribution in FY23, whilst Commercial revenue returned to pre-Covid levels, up 13%.

Advertising delivered pleasing growth of 9% against market decline of 5%, an encouraging sign as we

begin to lean into this opportunity.

Carefully considered pricing increases were made during the period, reflecting the increased value of

content delivered and contributing to higher average revenue per user across Sky’s products.

Operating costs were held to an increase of $15 million as cost management initiatives totalling $33

million (including $13 million of programming savings) largely offset expected cost increases.





The expected step up in programming costs largely stemmed from previously-announced content

wins and renewals, including the NRL which was secured in 2021 but came into effect from 1 January

2023, and new rights for Premier League and Formula 1. It also reflected increased production costs

following the return of home games for New Zealand teams post Covid, including the Warriors,

Phoenix and Breakers.


Increased spending associated with the cost of growth in Sky Broadband and Streaming products

was $13 million, which in turn delivered a revenue and margin benefit. And one-off costs of the

organisational change announced in March 2023 are expected to deliver an additional $6 million of

annualised savings from FY24.


Capex of $77.4 million was slightly above the guidance range and with growth-focused capex at 61%

of the total, as Sky invested in Sky Box and Sky Pod inventory in readiness for delivery to customers.


Underlying EBITDA adjusted for one-offs grew by 1.8% to $156.4 million, and above the midpoint of

guidance. NPAT, while down at a reported level, grew by 15.2% to $56.7 million when adjusted on

the same basis.

Capital Management and dividends

Chairman Philip Bowman said: “Sky’s Board has continued to adopt a disciplined capital

management strategy that places a high value on returning surplus capital: including the $70 million

return completed in November 2022, the initiation of a share buy back of up to $15 million in March

2023, and delivering appropriate returns to shareholders by way of ongoing dividends.”

“The Board has declared a final FY23 dividend of 9 cents that, when added to the 6 cent interim

dividend paid in March 2023, brings the total dividend for FY23 to 15 cents per share, representing a

payout of 89% of free cash flow adjusted for one-off items.”

Outlook and Guidance

Sophie added: “While we remain conscious of economic pressure on households, Sky is expecting

continued growth in customers and revenues – including through new revenue streams - and will

maintain the strong focus on costs.”

“The 2024 financial year will see a strong focus on the three priority areas of: Employee

engagement, new revenue streams (including the opportunity in advertising), and bringing the new

Sky experience to more New Zealanders.”

In this regard, FY24 will see Sky accelerate its investment in the rollout of the new Sky experience to

customer homes, supported by a strong investment case that includes the increased ability to

demonstrate value in a customer’s subscription through superior content discovery, and a

significantly lower cost to serve. This will lead to a steeper but shorter period of elevated capex over

FY24 and FY25 before returning to the long run target range in FY26.

Sky has released guidance for FY24 including Revenue of $765 to $795 million, EBITDA of $150 to

$165 million, NPAT of $45 to $55 million, and Capex of $75 to $90 million

3

.



3

Excludes one-off satellite mitigation capex. Sky issued a separate announcement on 24 August 2023 regarding a variation to the Optus

agreement that provides Sky with security of supply over satellite capacity through to the end of the current term in November 2031.



In determining the approach for FY24 dividend guidance the Board has confirmed its intention to

exclude one-off capital expenditure associated with satellite mitigation and the accelerated portion

of investment in the new Sky Box and Sky Pod rollout when determining adjusted free cash flow

available for FY24 dividends (in accordance with Sky’s policy to pay out between 60% to 90% of free

cash flow, excluding one-offs). On this basis, Sky has provided FY24 dividend guidance of at least 15

cents per share.

“This approach reflects the Board’s confidence in future cash flow generation and the strength of

Sky’s balance sheet which has the capacity to fund both significant capital investment as well as

maintain dividends to shareholders.”

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

with confidence to FY24 and beyond, and positioning the business to capture the opportunities that

are firmly within our sights. We are determined to execute on our strategy, and have the team and

plan in place to deliver. With this in mind, we have updated and refined our three-year targets to

the end of FY26:

• Revenue growth (CAGR) of +3-4% p.a.

• EBITDA margin of 21-23%

• Programming as a percentage of revenue of 47-49%

• Capex returned to 7-9% of revenue

• Employee Engagement (NPS) +14pts

• Customer NPS +19pts

• Double the FY23 dividend.


ENDS

Authorised by Kirstin Jones, Company Secretary


Sky will hold a webcast briefing at 10:00am (NZT) to discuss the results. Details on how to participate

are available here: https://www.nzx.com/announcements/415420


Investor queries to: Media queries to:

Andrew Hirst Chris Major

Interim Chief Financial Officer Chief Corporate Affairs Officer

Andrew.Hirst@sky.co.nz Chris.Major@sky.co.nz

---

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 2023

Previous Reporting Period 12 months to 30 June 2022

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$754,100 2.4% increase

Total Revenue $754,100 2.4% increase

Net profit/(loss) from

continuing operations

$50,754 18.3% decrease

Total net profit/(loss) $51,013 18.0% decrease

Final Dividend

Amount per Quoted Equity

Security

$0.09

Imputed amount per Quoted

Equity Security

$0.035

Record Date 8 September 2023

Dividend Payment Date 22 September 2023

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$ 0.9038 $1.1124

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

Andrew Hirst

Contact person for this

announcement

Andrew Hirst

Contact phone number

+64 21 621 114

Contact email address Andrew.Hirst@sky.co.nz

Date of release through MAP 24/08/2023

Audi

ted 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)

NZSKTE0001S6

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date 08/09/2023

Ex-Date (one business day before the

Record Date)

07/08/2023

Payment date (and allotment date for

DRP)

22/09/2023

Total monies associated with the

distribution

$12,946,725

Source of distribution (for example,

retained earnings)

Retained Earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution $0.12500000

Gross taxable amount $0.12500000

Total cash distribution $0.09000000

Excluded amount (applicable to listed

PIEs)

N/A

Supplementary distribution amount $0.01588235

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

$0.03500000

Resident Withholding Tax per

financial product

$0.00625000

Section 5: Authority for this announcement
Name of person


authorised to make

this announcement

Andrew Hirst

Contact person for this

announcement

Andrew Hirst

Contact phone number +64 21 621 114

Contact email address Andrew.Hirst@sky.co.nz

Date of release through MAP


24/08/2023

---

ANNUAL REPORT 2023
Your way.

Anywhere,

anytime.

Sky is in the
hands of Kiwis

in ways that

work for them,

right across

the country.

Everywhere

you are

Sky / 2023 Annual Report
/ 1

Welcome to Sky’s

Annual Report

for 2023

Contents

FY23 at a glance 3

Chairman’s Letter 6

Chief Executive’s Letter 8

Delivering Sky 12

for all NZ


Our Customers 14

Sky Box, New Sky Box 15

and Sky Pod

Streaming 18

Our free-to-air offer 20

Sky Business 22

Sky Broadband 23

Sky Sales 25

Our Content 26

Our People 30

Sustainability at Sky 36


Board of Directors 42

Leadership Team 44

Corporate Governance 47

Statement

Company Information

63


Our 2023 Financials 71

Financial overview 72

Financial statements 79

Independent 122

Auditor’s report

Directory 127


© 2022 Paramount Pictures

© 2022 Paramount Pictures
2/

Sky / 2023 Annual Report
/3

Customer

TOTAL CUSTOMER RELATIONSHIPS

1,015,125

 2.5%

STREAMING CUSTOMERS

467,516

SKY BOX CUSTOMERS

514,982

FY23 at a glance

Financial

REVENUE – $M

754.1

 2% (ADJUSTED UP 2%)

NPAT – $M

51.0

 18% (ADJUSTED UP 15%)

RETURNED TO SHAREHOLDERS OR

UTILISED IN THE SHARE BUYBACK – $M

95.9

EBITDA – $M

148.5

 12% (ADJUSTED UP 2%)

DIVIDEND (CENTS PER SHARE)

15

 105%

4/
1M+

Customer relationships

Sky Box

Only box solution in market

Leading

Content aggregator for

customers and partners

#

1

In Sport across Box,

Streaming and free-to-air

Largest

High ARPU media

company customer base

Most

Global and local

partners across sport

and entertainment

Sky reaches over

1 in 3

New Zealanders each

month across our

multi-platform services

Only provider with

1 0 0 %

Coverage to all of

New Zealand

Market leader in paid

sport and entertainment

We connect New Zealanders

with the sport and entertainment

they love, in ways that work for

them, right across the country.

Our Services

Sky Box / Sky Pod

Streaming

BroadbandCommercial

Free-to-airAdvertising

/5
Sky / 2023 Annual Report

6/
Philip Bowman

Independent Chairman

Welcome to Sky’s

Annual Report for 2023.

The company achieved a solid operational and

financial performance this year. FY23 Revenue,

EBITDA and NPAT (adjusted for one-off items)

all delivered in-line with the guidance ranges

provided. Capex was slightly above guidance due

to additional investment in the new Sky Box and

Pod to position us for accelerated customer

roll out in FY24.

Under Sophie and her team’s leadership,

Sky continues to deliver on its strategy whilst

adapting to the ongoing change in our sector

and the challenges in our economy. In particular

we established critical new capabilities, secured

strategically important content rights, and

strengthened the customer offering that will

play out in the years ahead.

We remain ambitious for Sky and believe in the

company’s continuing ability to play a unique role

in New Zealand’s evolving media sector.

Our macro environment

It is pleasing to deliver on our targets in a

year when New Zealand’s economy dipped into

recession, with inflation and high interest rates

adversely impacting many household budgets.

The business has remained relatively resilient

against this backdrop, and I believe this reflects

the value of our always-on, everyday relationship

with our customers.

Rapid change and growing complexity continue

to shape the global media sector. Nowhere

is this more evident than in the international

subscription video on demand (SVOD) space,

as providers feel the pressure of needing to

generate meaningful financial returns in the face

of significantly increased costs, market saturation

and customer fragmentation. Subscription prices

continue to rise as studios strive to make their

streaming operations profitable.

Closer to home, the market was impacted by

uncertainty through the year with the proposed,

and subsequently abandoned, merger of TVNZ

and Radio New Zealand. In addition, New Zealand

saw a weakening advertising market, impacted in

part by a decline in government advertising as the

high spend on COVID-19 comes to an end.

Extreme weather events in the early part of

calendar 2023 also had a significant impact

on the economy, and sadly on a number of

our customers. These events also adversely

impacted our cost base.

Looking ahead

Sky remains uniquely positioned given our

ability to deliver an exceptional array of content

wherever and however customers may choose,

right across the country. As we continue to grow

our customer numbers and maintain a healthy

average revenue per customer, the value of our

role as a multi-platform curator of premium

content for New Zealand audiences is

increasingly evident.

Chairman’s

Letter

Sky / 2023 Annual Report
/7/ 7

Making it easier for customers to navigate the

amount of content available to them continues

to be a priority for us, and our new Sky Box

has delivered an important step forward in

addressing this. As Sophie sets out in her

shareholder letter, we intend to accelerate

the Sky Box rollout in FY24.

In an environment of constant change, we have

maintained a strong market position, continued

to be an attractive partner for our content and

advertising partners, and offer the biggest

bundle of sport and entertainment content in

New Zealand. We made progress in moderating,

and in some cases reducing, the cost of rights

renewals during the period, and going forward

see ongoing opportunities to continue this

welcome trend.

Capital Management

We have continued to adopt a disciplined capital

management strategy that places a high value

on returning surplus capital and delivering

appropriate returns to shareholders by way of

ongoing dividends. In FY23 this saw us deliver

a $70 million capital return, and declare a final

FY23 dividend of 9 cents that, when added to

the 6 cent interim dividend paid in March 2023,

brings the total dividend for FY23 to 15 cents

per share, representing a payout of 89% of

free cash flow adjusted for one-off items.

In providing dividend guidance for FY24 of at

least 15 cents per share, the Board has excluded

one-off capital expenditure needed for satellite

mitigation, as well as the accelerated portion of

the investment in the new Sky Box and Sky Pod

next year, when determining normalised free

cash flow for the purposes of assessing FY24

dividends under Sky’s current policy of distributing

between 60% and 90% of free cash flow. This

position reflects the Board’s confidence in future

cash flow generation and the strength of Sky’s

balance sheet which has the capacity to fund the

additional investment from cash reserves.

A $15 million on-market buy back was initiated in

March 2023, with 1,720,695 shares having been

purchased to date at a cost of approximately

$4.5 million, reducing the number of shares on

issue by some 1.2%. Up to a further $10.5 million

of shares can be acquired under the programme

before 31 March 2024.

Board matters

Your Board continues to work diligently and

effectively. As part of the Board refreshment

process, we have worked hard to create a Board

where all directors are fully independent and

where we have the relevant skills needed to

accelerate the transformation of Sky.

Belinda Rowe was appointed to the Board with

effect from 1 March 2023, augmenting the existing

skills on the Board. Belinda is an experienced

Director and her previous executive experience in

advertising, communications, and digital media

has been a welcome addition. Belinda will address

shareholders to seek support for her election at

the annual shareholder meeting in November.

I wish to thank all of my Board colleagues for their

ongoing strong commitment to challenge and

support Management in the pursuit of generating

value for shareholders.

I also wish to thank Sophie for her strong and

focused leadership through the year. Sophie and

her strengthened executive leadership team

have led the business through significant and

important change that has improved efficiency

and restructured technology delivery and customer

service that will underpin our future success.

Many challenges and opportunities remain but

the Board is confident that Management is well

focussed on addressing these.

Finally, my thanks to you, our investors, for

your continued support of Sky. I look forward

to providing further updates at our annual

shareholder meeting in November.

Philip Bowman

Independent Chairman

We have maintained a strong market position, continued

to be an attractive partner for our content and advertising

partners, and offer the biggest bundle of sport and

entertainment content on offer in New Zealand.

8/
Sophie Moloney

Chief Executive

Dear Shareholders,

As I write this letter, the FIFA Women’s

World Cup 2023™ is coming to a close here

in Aotearoa New Zealand, breaking football

viewership records on Sky, Sky Sport Now and

Prime and involving an innovative partnership

with news website Stuff. It is fantastic to see

the buzz this event has created and to see our

strategy coming to life in such a visible way.

We want to meet New Zealanders with our superb

sport and entertainment content wherever they

are – be it watching via the Sky Box, free-to-air,

streaming or through our partners. Our unrivalled

content offer, multi-platform approach and 100%

coverage across the country is what sets us apart.

The FIFA Women’s World Cup 2023™ is just

one example of how this approach is opening

up new audience opportunities for us and

our partners, and growing New Zealanders’

access to the content they love to watch. I

am excited about the work we have planned

in this space and look forward to sharing

more updates with you in the coming year.

Delivering on our strategy

FY23 was a busy year of transformation and

the delivery of key initiatives. We demonstrated

that we could continue to deliver today while

also investing in the areas that will see us

benefit in future years.

We worked hard to deliver great sport and

entertainment to our customers, who now

number over 1 million relationships.

We strengthened our position as New Zealand’s

leading content aggregator through strategic

rights renewals while maintaining a disciplined

approach to securing the key content that

resonates with our customers on commercial

terms reflective of our market.

Chief

Executive’s

Letter

FY23 was a busy year of transformation and the

delivery of key initiatives. We demonstrated that we

could continue to deliver today while also investing in

the areas that will see us benefit in future years.

Sky / 2023 Annual Report
/9 /9

The launch of our new Sky experience was a

key milestone, and after only three months of

promotion we have around 35,000 new Sky

Boxes and 13,000 Sky Pods in use in customer

homes. This is pleasing progress, as is the positive

feedback we have received from many customers

enjoying the new experience and improved content

discovery. That said, I acknowledge that there

have been early teething problems with the rollout

for some customers, and I am confident that

these are being rapidly addressed by the team.

What is highly valuable with the new platform is

that we can deliver enhancements and upgrades

with ongoing software updates, which enables

continuous improvements without customer

disruption. Rest assured, we will continue to

listen to customer feedback and make the

experience even better.

The benefits of the new Sky Box, particularly the

enhanced content discovery and easy user interface,

far outweigh the early issues, and we aim to

accelerate the rollout of the new Sky experience

in FY24 so that more customers – both existing

and new – can take advantage of them.

In addition to launching the new Sky Box, we also

welcomed former Vodafone TV customers to Sky,

with many choosing to take up our new Sky Pod

product which offers the Sky experience delivered

via the internet only.

Our streaming services continued to go from

strength to strength, with an impressive 37%

growth in customer numbers for Sky Sport Now,

and 8% growth for our entertainment service

Neon. We expanded our Neon subscriptions to

offer a new ‘basic’ tier for our cost-conscious

customers, and implemented an upgrade to our

Sky Sport Now platform with new features.

In our advertising business, I am pleased to report

some ‘green shoots’ of progress, with the team

bucking the trend and achieving 9% growth (on a

like for like basis) in a market that contracted 5%.

I have made no secret of my view that we should

be securing a greater share of the advertising pie

than we have previously done, and with excellent

new leadership and a highly motivated team we

are excited by the opportunities ahead.

It is testament to the work and relationships of

our Sky Business team that we have returned to

pre-COVID levels in terms of customer numbers

and revenue. Sky Business partners with over

6,500 commercial clients to bring our superb

content to customers in pubs, clubs, motels,

hotels, gyms, sports clubs and rest homes

across Aotearoa New Zealand.

And in Sky Broadband, alongside the good growth

in customers numbers to 26,000 nationwide, I am

particularly proud of the team for achieving the

“Most Satisfied Customer” award in the Canstar

Blue Broadband Category.

Behind the scenes, we have been transforming

the way we operate, including partnering with

external specialists to enable us to be more

effective and efficient.

Projects such as partnering with Pacificomm,

a specialist in warehousing, freight and logistics,

enable us to despatch Sky products to customers

more efficiently and to support our transition to

greater self-service to make our customers’ lives

easier. Our partnerships with Tata Consulting

Services (TCS) and Probe CX also have efficiency

and enhanced customer outcomes at the centre,

with the Probe partnership enabling a 40%

increase in staffing across specialist teams here

in New Zealand and in the Philippines. The positive

impact on call wait times alone has been extremely

impressive, enabling the team to now focus on

the qualitative aspects of that service into FY24.

Achieving strong results

We are mindful that we are operating in an

economic environment that is increasingly

tough for many New Zealanders, and we are

alive to the strains on household budgets. Our

business continues to demonstrate good signs

of resilience, reinforcing our strategy to deliver to

all New Zealanders in ways that work for them.

The launch of our free-to-air channel Sky Open

this week is an important part of that strategy

and demonstrates our confident approach to free-

to-air and free-to-access, to maximise our content

investments by opening up new revenue streams

and to meet New Zealanders where they are.

We were pleased to see growth in our customer

relationship numbers which rose by 2.5% to over

1 million, in our revenue which grew by 2.4% to hit

$754.1 million, and in the higher levels of ARPU

we’re seeing across all subscription products.

These results are even more striking when

you consider that the new Sky Box was only

delivered in April 2023, which impacted on

our acquisition and revenue targets, along

with the costs associated with extending

the Vodafone TV platform and migrating

customers to their chosen Sky product.

Continued over page...

10/
We achieved permanent savings across multiple

cost lines which helped to partly offset the

expected step-up in programming costs following

recent content rights wins. After removing

the impact of one-offs, this meant operating

expenses of $600.2 million were contained to

2.5% higher than the prior year.

After adjusting for one-offs (which included the

gain on sale of the Mt Wellington properties in

FY22 and costs associated with organisational

changes and sale of RugbyPass in FY23), the

underlying EBITDA of $156.4 million was 1.8%

higher than last year.

Similarly, after removing the impact of one-off

expenses, adjusted profit after tax of $56.7 million

was 15.2% higher than 2022.

Unrivalled content and a

disciplined approach

As the biggest aggregator of sport and

entertainment in New Zealand, the breadth

and depth of our content portfolio is unrivalled.

Two essential ingredients drive our competitive

advantage: securing and creating the programming

we know our customers want, and maximising the

value of that content across our variety of platforms.

A key area of progress through the year was further

strengthening our approach to rights renewals.

Our growing data capability means we are building

deeper insights into what our customers value,

which informs what we need to value. These

insights were crucial in our approach to securing

the rights to Formula 1, our partnership with World

Rugby and the renewal of our partnership with

Warner Bros. Discovery, the parent company of

several of our popular channels and HBO content.

With our new Sky Box and Sky Pod platform, we

are excited about the opportunity to engage in a

different way with our partners and customers,

given the ability for apps to be available alongside

our enriched Sky services.

We are clear that we do not want or need to

have everything available to us. We know what

customers value by what they watch and we

prioritise our investment based on this existing

and forecast viewership profile.

Formula 1 is a great example of this in action.

We know there is a new audience for this sport off

the back of the popular Netflix documentary series

Drive to Survive and we chose to secure the rights

with the available addressable market in mind,

on apposite commercial terms. We are seeing

great viewership of Formula 1 across our channels,

and are particularly pleased with the uplift for

our standalone streaming service Sky Sport Now.

Accessing capability and capacity

We implemented a significant programme of

organisational change this year to improve the way

we access the capability and capacity we need to

deliver on our longer-term strategic priorities.

We entered this with a focus on taking care

of our people and I am proud of the way we

worked together to achieve this, despite it

being a difficult process.

These changes are covered in detail in the

People section of this report. I am pleased

with the progress we have made since these

changes were implemented. Having strong

partners alongside us helps us to deliver key

business processes – including customer service –

in a simpler, faster and more efficient manner.

We also made some changes at the Executive

team level this year and welcomed Lauren

Quaintance to the new role of Chief Media and

Data Officer, and Jennifer Sepull to the role of

Chief Technology Officer. Lauren and Jennifer

bring vast experience to these roles, which are

critical areas of focus for our future strategy.

I am also grateful for the excellent support and

leadership of Andrew Hirst as our Interim Chief

Financial Officer as we continue our recruitment

for this vital role.

We want to meet New Zealanders with our superb

sport and entertainment content wherever they are –

be it watching via the Sky Box, free-to-air, streaming

or through our partners. Our unrivalled content offer,

multi-platform approach and 100% coverage across

the country is what sets us apart.

Sky / 2023 Annual Report
/11 /11

Making a difference in

Aotearoa New Zealand

Along with the financial and operational results

that we report to you today, I am proud of the

ongoing contribution that we make to our country

and community, as a New Zealand company with

deep roots and relationships throughout Aotearoa.

As we set out on pages 36–41, we recognise

the privilege we have in delivering the moments

that form part of our nation’s shared memories

and experiences. With that privilege comes

responsibility, and we’re committed to making

a positive contribution to our customers,

our partners, our communities, our crew,

our shareholders and to our environment.

Looking ahead to FY24

We have three key priority areas of

focus in the business in FY24:

1. Employee engagement

2. New Sky experience

3. New revenue streams

Our team is the key enabler to achieving our

goals. Employee engagement is always a focus

for us, but in FY24 we will be putting more energy

into lifting our leadership capability along with

engagement across the business.

The new Sky experience will see us accelerate

the rollout of the new Sky Box and Sky Pod.

The increased investment in these products

is supported by a strong business case that

includes an increased ability to display the value

of our content investments, with a much richer

user-interface and superior content curation

and navigation for customers, along with a

significantly lower cost to serve.

With this strategy in play, we expect to see a

steeper but shorter period of elevated capex

spending than previously anticipated.

At the same time, we will continue to build

out new revenue streams, particularly through

advertising. As noted, while we acknowledge

the advertising market dynamics we continue

to believe we have a significant opportunity in

this space, maximising the value of our content

while maintaining a premium environment for our

advertising clients and subscription customers.

Three Year Targets

Being cognisant of the significant investment

profile in FY24, we are excited to share our new set

of three-year targets (to the end FY26), in particular

the ambition to double our dividends in that period.

Targets

Revenue growth (CAGR)+3–4%

EBITDA margin21–23%

Programming costs

as a % of revenue

Between 47–49%

CapexReturns to 7–9%

of revenue

Customer NPSUp 19 points

Employee engagementUp 14 points

DividendDoubled by FY26

These targets demonstrate the confidence we

have as a management team, with the support

of the Board, concerning the future free cashflow

generation of this business as we keep executing

on our strategy.

As we close another busy year for our team,

where we have experienced all the highs and lows

of being a thriving media business in New Zealand,

I wish to thank Philip and the wider Board of

Directors, and my executive team colleagues,

for their ongoing commitment and support.

I also want to thank the Sky crew. We are

extremely fortunate to have such a dedicated

and talented group of people working across

our business and I am grateful for the way the

team has continued to deliver day in and day

out for our customers this year.

And, of course, it is a big thank you to our

shareholders for your ongoing support and

loyalty to Sky. We remain excited about the

opportunities in front of us and look forward

to delivering on our goals in FY24 and beyond.

Sophie Moloney

Chief Executive

12/
Sky brings you the best in

Everywhere

you are.

Anywhere,

anytime.

global and local sport and entertainment

/13
Sky brings you the best in

In the hands of

Kiwis, in ways that

work for them, right

across the country.

global and local sport and entertainment

14/
Our Customers

Whether it’s via satellite,

streaming or free-to-air –

at the pub, the gym or on

the couch – we connect our

customers to great sport and

entertainment in ways that

work for them.

Sky / 2023 Annual Report
/15

OUR CUSTOMERS

Sky Box, New Sky Box

and Sky Pod

At Sky we look to meet our customers’

needs in ways that work for them.

Giving them the freedom to enjoy great

sport and entertainment however,

wherever and whenever they want.

From the full Sky Box experience in

the home, to our digital platforms,

our companion streaming app

Sky Go, and free-to-air, we are

where New Zealanders are.

This year has seen the introduction of

two innovative new products – our new

Sky Box and the Sky Pod, which bring

a new experience and more choice for

our customers.

Sky Box

Sky Box customers make up over half of our total customer

base and contributed 68% of our total revenue in FY23.

Much of our Sky Box customer base is built on long-term

relationships, with 79% of Sky Box customers having been

with Sky for more than five years, with very low churn of

7% for this cohort.

Meeting and exceeding the needs of these customers is

a key area of focus for Sky, including delivering the content

we know they want, improving our approach to customer

service, and enhancing programmes like Sky Rewards which

continues to offer special events and channel rewards.

Hundreds of thousands of New Zealanders currently enjoy

the ease and convenience of watching what they love on

the Sky Box, and its special features including My Sky and

access to our companion app Sky Go continue to be popular

with our customers.

Sky’s premium packages have also performed well in FY23,

in particular our Sport package which fulfils a year-round

appetite of sport from basketball to boxing, football, rugby,

golf, tennis, cricket and supercar racing, to name a few.

Our customer acquisition strategy continues to focus on

efficiency and effectiveness including digital targeting and

more sustainable customer offers. Our growing digital focus

is helping us to identify and connect potential subscribers

with the content and packages most tailored to suit them.

16/
New Sky Box

The launch of our new Sky Box in April

2023 was a major milestone. As a ‘hybrid’

box, it combines the best of satellite TV

and streaming, and is changing the way

our customers engage with our content.

The new Sky Box is the most significant technological

change undertaken for our customers since the launch

of My Sky in 2007. It was a challenging project at times

and we have learned a lot about how we can improve our

approach to technology change through this rollout.

Our primary goal with the new Sky Box is to enhance

our customers’ experience – and feedback indicates that

we have achieved this, with the superb new image-rich

homepage making it much easier for customers to find

and enjoy new content, fulfilling our promise of ‘less time

searching, more time viewing’.

Customer centricity was at the core of the project since its

inception. In 2020, we consulted with 6,000 of our customers

(via our Sky Nation panel) on what they would want from

a newly created product. From further in-depth interviews,

with current and potential customers, we gained valuable

insights into their home entertainment preferences and any

barriers Sky needed to overcome to become their primary

entertainment solution. Customer data and design thinking

methods played a crucial role in shaping the new Sky Box.

Customer feedback continues to play a crucial part in

the roll-out. The detailed feedback from customers gives

valuable insights into the features and experience that

they are loving, and areas for improvement.

The positives include the excellent content navigation and

discovery through our new image-rich homepage.

Areas for immediate improvement are enhanced recording

functionality, pay per view functionality, and closed captions

which will be released in August.

A key benefit of the new Sky Box operational model is that

it allows us to move at pace on development and upgrades,

with a carefully-planned software release roadmap for

ongoing improvements in place.

In FY24 we will be bringing the new Sky experience to more

customers as we accelerate the roll-out of the new Sky Box.

About the new Sky Box

•The new Sky Box uses the combination of

satellite and IP to deliver entertainment into

customers’ homes.

•Customers can now record up to five shows

while watching another live programme,

thanks to the 1TB hard drive.

•The all-new voice remote enables users to

search for content and access the homepage

simply by using voice commands.

•The redesigned homepage provides a seamless

and unified viewing experience, allowing

customers to watch and stream their favourite

Sky TV channels, along with the free-to-air

channels and on-demand content using a

single remote.

•Android-powered device which only requires an

HDMI port via the TV, a Wi-Fi network or LAN

connection, and satellite dish.

•4K-HDR enabled for future deployment.

Sky Pod

We also launched our new Sky Pod

in FY23. Offered to our Vodafone TV

customers in the first instance, the

Sky Pod marks a first for Sky – providing

access to the Sky experience (with the

exception of recording capability)

without the need for a satellite dish.

For some customers, especially those who may not be

able to install a satellite dish, the Sky Pod is an ideal

solution for accessing the full suite of Sky content

through the internet, along with the ability to access

other favourite apps in one place.

Initially offered to Vodafone TV customers in February

2023 (upon the closure of the VTV service) this compact

IP-only device will be made available to new customers

later this year.

The Sky Pod is easy for customers to set up and install at

home themselves, with a fully digital sign-up and activation

process. We expect the low cost to serve on this product will

support our financial objectives in FY24.

/17
Sky / 2023 Annual Report

18/
OUR CUSTOMERS

Streaming

Our streaming services continue to

strengthen, tailored to the needs of Kiwis

who love choice and flexibility. We provide

access to premium entertainment and

sports content with an ever-improving

product experience.

Sky / 2023 Annual Report
/19

Neon, Sky’s premium entertainment

streaming service, is well-known for being

the home of zeitgeist pop culture content

in Aotearoa New Zealand. These global

conversation-generating programmes

underpinned Neon’s content strategy

and steady subscriber growth this year

(increasing by 8% in FY23).

Neon benefits from Sky’s vast studio relationships allowing

our kiwi team, who deeply understand New Zealand’s

entertainment lovers, to select and deliver to Neon’s

customers in ways that work for them. There have been

some stand-out titles this year including Top Gun Maverick,

Yellowstone, House of the Dragon, The Last of Us and

The White Lotus. Trends in consumer behaviour show

consideration of the Neon brand continues to increase,

as does positive media sentiment, with Neon performing

strongly against its entertainment streaming competitors.

Average weekly unique viewers and viewing hours have seen

growth, indicating wider audience reach, and engagement

with movies increased by 18% year-on-year, highlighting

the success of our curated movie selection. Additionally, we

expanded our device compatibility, including launching our

Neon app on PlayStation 5, Amazon Firestick, Hisense TVs,

and the Android TV interface on the New Sky Box.

Acknowledging the cost-of-living considerations for price-

conscious customers, in August we introduced a new Basic

pricing tier, as an alternative to our existing Standard and

Annual packages. At the same time increasing prices on

Standard and Annual, reflecting the value and quality of

Neon content. Our total revenue has seen marked growth

increasing by 19% since last year, reflecting the success of

our product and growing subscriber base.

Neon’s win back strategy has increased the number

of customers returning to our service, showcasing the

effectiveness of our targeted digital approach and strong

content offering. Retention remains crucial, and key to this

is customer experience – over the last year we have made

improvements to our onboarding and personalisation process.

Neon has also trialled new digital acquisition channels to tap

into potential customers, such as Uber, Twitch, and Spotify.

Ensuring New Zealanders never

miss a moment of sporting action,

our standalone sport streaming app

Sky Sport Now is there for our

customers, wherever they are.

A focus on maximising customer growth in the first

half of FY23 through championing key content proved

successful, with our customer base increasing by 37%

this year to 150,000 New Zealanders. The last quarter of

the calendar year anchored by the FIFA Men’s World Cup

2022™ also saw sustained customer loyalty for Sky Sport

Now, during a traditionally challenging period for sport

streaming retention.

The All Blacks Northern Tour, Birmingham Commonwealth

Games, Premier League and FIFA Men’s World Cup 2022™

all saw solid viewership numbers, with the Ireland Tour

of New Zealand achieving record viewership and a surge

in growth. The agile nature of streaming also means

we are able to offer bespoke event passes for specific

tournaments, such as the Birmingham Commonwealth

Games, in addition to our core subscription tiers. These

passes have proved particularly popular with more

casual and diverse audiences, whose fandom is on

a more ad-hoc basis.

In August, with our technology partner Endeavour, we

introduced a new platform for Sky Sport Now, migrating our

existing customers from the previous version. This improved

platform offers better Video On Demand (VOD) catalogue

presentation and discoverability for customers, and also

the option to watch Live content from the start of an event

(a valued feature when a customer tunes in after an event

has begun). These additions to functionality have been

well-received, as well as the improved streaming quality.

Access to the Sky Sport Now app has also been extended to

LG and Hisense TV devices. While this upgrade was largely

successful, we acknowledge that a small number of users

experienced some platform migration issues.

Sky Sport Now has achieved impressive revenue results

this year, with earnings up by 50% to $44 million, compared

to FY22. Customers have the choice of weekly, monthly

or annual passes to suit their viewing needs and this year

saw a record number of week passes sold. There was also

an increase in Pay Per View revenue, most notably with

programming that skews to a younger demographic,

such as Ultimate Fighting Championship (UFC) events.

The price of the monthly pass for Sky Sport Now was

increased in FY23, along with the removal of the free trial,

as we continue our investment in bringing customers the

local and global sport they love throughout the year.

20/
As an important part of our strategy to deliver

great content to all New Zealanders in ways

that work for them, our free-to-air offering

plays a key role in our Sky ecosystem.

OUR CUSTOMERS

Our free-to-air offer

Sky / 2023 Annual Report
/21

Sky Open

As recently announced, Prime is changing to

Sky Open. We welcome all of New Zealand

to an entertaining, informative and refreshed

local channel, showcasing world-class sport,

uniquely Kiwi stories and global entertainment.

Sky Open will play an important role in building

audiences and engaging more New Zealanders

in the great sport and entertainment content

we have to offer on Sky, with a bold and

distinctive channel identity that is directly

connected to Sky. Sky Open is a key part of

our strategy to deliver superb content to

New Zealanders in ways that work for them.

You can read more information at:

sky.co.nz/-/sky-open-comes-to-all-

of-aotearoa-new-zealand

Free-to-air Rugby snapshot

Confirming we are a nation of devoted rugby

lovers, Prime’s audience reach for Super Rugby

Pacific grew 32% year-on-year. Prime also had

live coverage from every round of Sky Super

Rugby Aupiki, including all playoff matches,

as well as coverage of every Moana Pasifika

fixture (live and delayed).

In FY23 our free-to-air channel

Prime delivered world-class sport,

must-watch global entertainment,

and award-winning Kiwi storytelling

to every TV home in New Zealand.

In FY23 our free-to-air viewers enjoyed the action of the

All Blacks and the Silver Ferns and the flair of the FIFA

Men’s World Cup 2022™, through to the opulence of The

Gilded Age and the diverse voices in Rūrangi: Rising Lights.

Over the year, Prime has been watched by over 3.3 million

New Zealanders

1

(cumulative reach). Our free-to-air offer

and reach reinforces Sky’s credentials as a strong partner

for rightsholders, delivering audiences right across Aotearoa

and appealing to new fans as well as existing ones.

It plays an important part in maximising the value of

Sky’s expansive content offering, bringing top-tier sporting

events, premium drama, insightful documentaries, and

entertainment to new audiences.

Local storytelling is a key part of Sky’s free-to-air promise,

and our Sky NZ Originals commissioning team works closely

with Kiwi creatives and funding bodies to bring these

narratives to our screens. Central to this commissioning

strategy is our long-standing relationship with New Zealand

On Air, who have supported and funded a number of

Prime shows this year.

In FY23 our local highlights included:

•Rūrangi: Rising Lights

•The Black Ferns: Wāhine Toa

•Brave New Zealand World

•Topp Class

Prime’s viewers enjoy a wide range of entertainment,

most notably across factual entertainment, documentaries

and news. And, of course, there is sport.

In FY23, more than 2.8 million New Zealanders watched

free-to-air sport on Prime. More than 1,000 hours of sport

were showcased on the channel, including over 25% of

coverage dedicated to women’s sport.

Highlights of our free sport on

Prime in FY23 included:

•Birmingham Commonwealth Games

•Rugby Championship, Bledisloe Cup, Challenge Cup and

Steinlager Series

•FIFA Men’s World Cup 2022™

•Wimbledon, Australian Open

•Constellation Cup, Cadbury Netball Series

•NRL 2023 Telstra Premiership,

including 21 Warriors matches

•Super Rugby Pacific, Farah Palmer Cup,

Sky Super Rugby Aupiki

1. Source: Nielsen TAM data, 1 Jul 2022 – 24 Jun 2023, consolidated data up to

18/06/2023. Based on Prime AP5+ cume reach.

22/
Sky Business partners with over

6,500 commercial clients to bring

our superb content to even more

Kiwis in licensed premises, hotel

and motel rooms, rest homes,

gyms, sports clubs and other

venues the length of New Zealand.

Having supported licensed venues during the COVID-19

pandemic, Sky’s commercial business has returned to

pre- COVID levels and it is pleasing to report revenue

growth in this area.

Sky continues to be a leading content provider, delivering

entertainment that draws customers into venues.

The All Blacks, NRL and Super Rugby Pacific consistently

attract patrons, with the addition of the English Premier

League and FIFA Men’s World Cup 2022™ also proving

popular in FY23. These tentpole sports events, combined

with an ever-increasing Ultimate Fighting Championship

(UFC) fanbase, have all contributed to strong revenue

growth within this sector.

Sky’s market share of hotel and motel rooms in New Zealand

held at 80%, with further opportunities on the horizon due

to a regeneration in the development of new hotels. With the

return of international tourists, our focus is on meeting the

evolving needs of this market. In response to these needs,

85% of Sky’s hotel and motel rooms are fully digital, with an

increasing number also offering a compendium service with

over a dozen Sky channels and secure casting capabilities.

There is also notable growth in grassroots sports clubs, with

the introduction of membership size-based tiering providing

opportunities for communities of all sizes to engage with

their local sports clubs.

This year, Sky’s quiz events company, Believe it or Not

(BION) was delighted to bring TV personality Shaun

Wallace to New Zealand. Shaun has become a brand

ambassador for BION, bringing his well-honed quiz master

skills to a number of Believe it or Not charity quizzes across

the country, which included an event in Hawkes Bay to raise

money for cyclone relief.

The introduction of the new Sky Box and Sky Pod present

an opportunity to innovate in these sectors. Following the

customer rollout of these devices, Sky Business will develop

solutions leveraging these devices for existing customers

and new market opportunities.

OUR CUSTOMERS

Sky Business

/23
Sky / 2023 Annual Report

Sky Broadband has delivered

a steady performance in FY23,

growing to 26,000 customers

nationwide. Our broadband offer

continues to be an important

service within our broader

entertainment offering and

continues to bundle seamlessly

with other Sky subscriptions.

In FY23 we achieved an attachment rate to Sky Box of 5%,

with a 10% attachment rate on new Sky Box acquisitions.

We’re delivering great speeds to and

throughout the home.

Our Fibre Pro (1Gbps) offer remains our most popular

product and our superior WiFi6 devices, included in plan prices,

continue to deliver exceptional broadband experiences.

A key achievement during FY23 was becoming the

preferred broadband partner for seven Summerset

retirement villages, achieving a conversion rate of 76%.

We will continue to explore opportunities for growth in

high-demand facilities like these in the future.

We were also delighted to receive the number 1 position

and highest rating for customer satisfaction in consumer

comparison service Canstar Blue’s Broadband Category in May

2023. Sky Broadband was the only provider to achieve a five-

star rating in the Overall Satisfaction rankings in this survey.

This was the first time our service had been rated in the

Canstar Blue comparison tables and we were pleased to see

our positive broadband customer experience reflected in this

result. Our own net promotor score echoes this sentiment

and also pegs our service above other industry ratings.

Looking ahead, our focus in FY24 and beyond is to continue

to grow uptake across our own subscriber base and through

partnership opportunities.

OUR CUSTOMERS

Sky Broadband

© 2023 Viacom International Inc. All Rights Reserved.
24/

/25
Sky / 2023 Annual Report

Growing our revenue from

advertising continues to be a

strategic priority. We built the

foundations for longer-term growth

in FY23, with a focus on the people

and capability we need to have in

place to deliver on our goals.

Advertising

The advertising market has experienced reduced demand

through the second half of FY23 as Government advertising

returned to more normal levels post-COVID-19 and with

economic headwinds building. Standard Media Index (SMI)

data shows a decline in national linear television advertising

spending of 9.03% in the 10 months to May 2023 compared

to the same period in the previous year.

Despite this challenging macro-environment, we continue

to believe we have a strong opportunity to grow our

advertising market share in the coming years through

a focus on more innovative advertising products and

partnerships. We expect to start FY24 in a strong position

with the FIFA Women’s World Cup 2023™ and Rugby World

Cup as early highlights on our viewing calendar.

During the year we welcomed Lauren Quaintance as

our Chief Media and Data Officer. In this role, Lauren is

leading the growth and innovation strategy for advertising

sales, including the introduction of advertising onto Sky’s

streaming platforms.

We are reshaping the advertising sales function more

widely and have increased resources for FY24 to support the

growth strategy, including the appointment of a new Head

of Advertising Sales, Ben Gibb, who has commenced in the

role with a clear mandate for growth and innovation. We

have also created a number of new roles that specifically

address the need for capability in trade marketing, content

integration and branded content, and will be welcoming

these new team members over the coming weeks.

A key part of our focus in FY24 will be exploring brand-

funded content opportunities for advertisers, creating

integration and sponsorship opportunities in key sporting

properties, delivering collaborations with complementary

media partners, and introducing advertising on our

streaming platforms.

The strategic use of high-quality data will be critical

to our future success in advertising. Our growing data

capability will enable us to generate deep insights about our

audiences and build meaningful and engaging opportunities

for advertising partners. We look forward to progressing

these strategies in FY24 and connecting quality brands to a

highly engaged audience across our platforms.

Sky Sales

26/
As New Zealand’s largest aggregator of sport

and entertainment content, the breadth and

depth of Sky’s content portfolio is unrivalled.

Two essential ingredients keep us ahead

in this space: securing and creating the

programming we know our customers want

and making it easy to view this across our

variety of platforms.

Our Content

Sky / 2023 Annual Report
/27

To deliver the sport and entertainment

that resonates with our varied

customer demographics, we focused

in FY23 on growing our capability in

the use of data and insights to deeply

understand what Kiwis are watching.

This is enabling us to sharpen our

focus on showcasing the channels and

programmes that matter most to our

customers, and it informs our content

rights and partnerships strategy as

we continue to evolve our approach.

Our partnership approach includes regularly exploring

mutually-beneficial opportunities within the New Zealand

media landscape. A great example of this is our partnership

with Warner Bros. Discovery to sublicense Game 1 of State

of Origin in both 2022 and 2023 to their New Zealand

free-to-air channel, Three.

The partnership helped us deliver on our commitment

to grow interest in rugby league, and it also presented

an opportunity to lift visibility and engagement with our

Sky Sport package and Sky Sport Now digital offering.

In FY23 Sky Sport achieved a 37% year-on-year increase

in audience for the first game of State of Origin (all 5+

Sky Sport channels), with Sky Sport Now attracting

34.5k viewers.

We also optimise the use of our own free-to-air channel

to deliver the moments that matter to all New Zealanders.

As we set out on page 21, Prime showcased more than

1,000 hours of live and delayed sport in FY23, driving

greater engagement in and awareness of the sports

in the Sky world.

Our content strategy is underpinned by our unique

ability to maximise access to our content across multiple

platforms: satellite, streaming and free-to-air. This ability

helps us drive value for both our customers and our

partners, and to make sound investment decisions.

© 2022 UNIVERSAL TELEVISION LLC. ALL RIGHTS RESERVED.

28/
Super Rugby Pacific snapshot

Over 1.8 million Kiwis watched Super Rugby Pacific across

Sky Sport and Prime in 2023, a 10% year-on-year increase

on 2022, with 728,000 viewers watching the final game

across our channels. Super Rugby Pacific VOD saw a 28%

viewership increase on Sky Go for the year, powered by

stronger engagement with the Highlights programme.

There was a 31% lift in viewers across Sky Sport Now

compared to the previous year, with customers keen to

watch live matches, as well as replays, highlights, and

content on-demand in general.

Sport

Aotearoa New Zealand is a nation of

proud sports-lovers and at Sky we

match that level of passion.

In FY23 we delivered world-class sporting action from across

the globe including the Birmingham Commonwealth Games

2022, FIFA Men’s World Cup 2022™, ICC Men’s and Women’s

T20 World Cups, Fast5 Netball World Series, HSBC World

Sevens Series, State of Origin, Supercars Championship,

Premier League, Formula 1, UFC, NBA, Super Bowl LVII,

Tour de France, tennis grand slams and golf majors.

We celebrated local teams with coverage of the

All Blacks, Black Ferns, Silver Ferns, Black Caps, White

Ferns, All Whites, Football Ferns, New Zealand Warriors,

Sky Sport New Zealand Breakers and Wellington Phoenix.

Fan favourite competitions include Super Rugby Pacific,

Super Rugby Aupiki, NRL Premiership, ANZ Premiership

netball, Men’s and Women’s A-League, ASB Classic tennis,

New Zealand Open Golf, Bunnings NPC, Farah Palmer Cup,

Sal’s NBL and Tauihi Basketball Aotearoa.

Aside from showcasing the best in local and international

tournaments, we’ve also been working hard to ensure that

we secure the rights to New Zealand’s favourite sports for

years to come. In a significant announcement in October,

we confirmed we had secured the rights to the Rugby World

Cup (both men’s and women’s) until 2029, in a wide-ranging

partnership with World Rugby. We also secured a multi-

year deal with Formula 1 for Sky Sport and our free-to-air

channel, in a sport that is enjoying renewed viewer interest.

Sky’s commitment to women in sport remains as strong as

ever, helping girls and women to ‘See the Possible’ through

a variety of sport content across Sky platforms. The past

12 months have seen the likes of the Black Ferns, White

Ferns, Silver Ferns, Football Ferns and Sky Sport Tall Ferns

represent New Zealand at some of the world’s biggest events

in their respective codes. Off the field, we expanded our

content offering with The Women’s Game, which kicked off in

February 2023. This brand-new in-studio series put women’s

sport at the forefront of the action. Made by women, for

women, it featured an array of familiar female Kiwi sporting

figures, building the presence of women’s sport on Sky.

Formula 1 snapshot

Renewed consumer interest in Formula 1, off the

back of a popular Netflix docuseries, has played

a pivotal role in exposing the sport to a new and

younger audience base beyond the traditional

motorsport fan. This, combined with the current

driver grid also being much younger than previous

years, means we are excited about the potential

of a growing audience for this sport.

Formula 1 has also taken a bold approach,

by bringing races to new cities as part of their

continued effort to grow the appeal of the sport

beyond traditional markets.

Our Formula 1 coverage has seen strong viewership

across both our linear and digitals platforms:

•13% of all New Zealanders (aged 5+) watched

Formula 1 across Sky Sport and on free-to-air

Prime in 2023.

•We’ve seen a 77% increase in linear reach since

Sky previously screened Formula 1 in 2018.

•40% of the viewers are within the 25–54 age

group demographic.

•There is strong interaction from Sky Sport Now

customers to Formula 1, with subscribers using

Video On Demand (VOD) catch up, replays

and highlights to keep up to date with the

latest races.

/29
Sky / 2023 Annual Report

Entertainment

Engagement in premium television

shows no signs of abating. In FY23

we welcomed dragons, post-

apocalyptic worlds, Kiwis navigating

their coming-of-age moments,

luxury resort dwellers, corporate

family sagas, newly crowned

monarchs, and much more.

While passion reigns supreme in the

sporting world, we know fandoms within the

entertainment genre excite our customers

just as much. Our well- established strategy

of delivering international content as soon

as possible to New Zealand audiences (often

simulcast), is essential for helping Sky customers

be part of a global viewing experience.

The White Lotus and Succession returned for

seasons two and four respectively. Both series

delivered global talkability and form part of the

content slate derived from our rights agreement

with Warner Bros. Discovery. In July 2023 we

announced that Sky had secured a new multi-year

deal with the company, continuing our access to

HBO, Max Originals, Warner Bros. movies titles,

in addition to eight entertainment channels

including Discovery, Living and CNN.

British content continues to be popular with our

audiences, and we delivered a Death in Paradise

pop-up channel on BBC UKTV alongside other

engaging new content in FY23. Elsewhere, we

welcomed a Quantum Leap reboot on Sky 5 and

critically-acclaimed dramedy Funny Woman on Vibe.

The passing of Queen Elizabeth II and Coronation

of King Charles III were two major global television

events in FY23. Sky customers were able to curate

their coverage of these events via our strong

selection of news and current affairs channels,

including BBC News.

Sky remains committed to sharing more diverse

stories through our Sky Originals NZ commissioned

programmes, Sky Arts and Rialto. In FY23, we

renewed our partnership with the New Zealand-

owned and operated Rialto Channel, and Sky Arts’

Semele won Best Entertainment Programme at

the New Zealand TV Awards.

Greater content choice for customers drives

increased engagement. Our Sky customers enjoy

over two and a half hours of linear television

programming per day, compared to just over

an hour of viewing for non-Sky subscribers.

Over 800,000 Sky customers engaged with at

least one Sky channel every day in the last 12

months, with nearly 700,000 tuning into at least

one of our entertainment channels.

© SKY STUDIOS LIMITED 2022. ALL RIGHTS RESERVED.

© BBC/RED PLANET PICTURES/DENIS GUYENON

30/
Our crew are critical to the success

of our business and we have had

a strong focus on them in FY23.

We have invested in our people and cultural

capability, reshaped the business to align

our organisational design with our strategic

priorities and progressed key initiatives to

make Sky a great place to work.

Our People

Sky / 2023 Annual Report
/31

At Sky, we value diversity of thought and

innovation which comes from having a team that

comes from all walks of life. At 30 June 2023, our

crew included 679 permanent employees, with

294 women, 376 men, nine people who are gender

diverse or prefer not to say their gender. 59% of

our people are aged under 45 years.

Organisation design

We undertook significant change in FY23 to sharpen

our focus on strategically important opportunities.

We rebalanced our operating model to ensure clear

accountabilities for our leaders and better cross-functional

working across our teams. This included creating two new

roles in the Executive and changes in our operating model

to drive improvements in our technology, customer care,

warehousing and logistics, and content operations teams.

These changes were made to help us better access

the right technology, capacity and capability we need

to deliver on our strategic priorities. We also needed to

improve service levels in our Contact Centre and how

we get new products to market.

The key changes included:

•A new leadership structure at Executive Team and

senior leader level.

•Outsourcing our Warehouse, Logistics and Repairs

operations to Pacificomm enabling the introduction

of direct-to-consumer services.

•Outsourcing some of our work in technology and

content operations to experienced international

provider Tata Consultancy Services (TCS).

•Adopting a hybrid model in our Contact Centre

through our existing partner Probe CX Group,

which has seen the creation of new customer

care teams based in the Philippines to further

supplement our New Zealand-based care team.

Through these changes, around 190 employees were made

redundant in FY23. We retained 128 team members in our

New Zealand Contact Centre and added 228 front line roles

and 33 supporting and leadership roles in the Philippines,

leading to a boost in customer service capacity by 50%

across the two teams.

These changes were complex to deliver and we are very proud

of the way our crew worked together through the process.

Our approach was grounded in care for our affected

team members. We took steps to ensure people had

access to practical support (with a 100% participation

rate). We held a career fair on site, where affected team

members had the opportunity to meet with prospective

employers. This, in part, helped 89% of impacted team

members step into new roles.

Sky Executive Team


Chief Executive Officer


Chief

Customer

Officer


Chief Media

& Data

Officer


Chief Content

& Commercial

Officer


Chief

Operating &

People Officer


Chief

Technology

Officer


Chief

Corporate

Affairs Officer


Chief Financial

Officer


Consumer customer

(subscription revenue)

Product management

Marketing & Brand

management

Commercial

(Sky Business)


New non-subscription

revenue including

Advertising

Free-to-air product

management

Data management


Content insights &

strategy

Content acquisition

Partnership

management

Content creation &

production


Sales & Service

channels

CX improvement

Operations

management

People team

Property management

Health & Safety


Broadcast & media

technology ops

Technology platforms

– engineering, testing,

developers

IT application

development &

management

Cyber Security

Technology

Architecture


Communications

External Affairs &

relationships

Legal

ESG

Public Relations

Privacy


Finance Operations

Commercial Finance

Risk

Business Planning

Investor Relations

Procurement



Who we are

32/
Increasing our capacity

and capability

Customer Service

Following our disappointing call centre performance in late

2022 and early 2023, due to the difficulties in recruiting

sufficient quality staff, the changes we have made are

delivering early benefits as a result of the increased

capacity in our call centres.

Response times are improving significantly, with a five-fold

improvement in the time that calls are answered. We know

there is more to be done in this area, and we have identified

further opportunities for continued improvement in service

and support delivered through the call centre. The team is

working proactively to achieve this.

With the launch of the new Sky Box in early 2023, we also

recognised that we needed to support our in-field technicians

with a direct-to-customer self-service model. We chose to

partner with Pacificomm, a specialist in 3PL warehousing,

freight and logistics, to provide these services on Sky’s behalf.

Building our technology capability

We are growing our technology capability to help us deliver

excellent experiences for our customers across all our

products and services.

Jennifer Sepull joined Sky as Chief Technology Officer in

March 2023. Jennifer is an accomplished executive with

over 25 years’ experience in technology leadership roles and

a strong track record of delivering high quality technology

solutions and leveraging technology to drive innovation.

A key priority for Jennifer and her team is collaborating well

with our international partner, Tata Consultancy Services.

Key roles such as a Head of Architecture were recruited in

FY23 as part of this.

Fostering an

inclusive workplace

As part of our commitment to making Sky

a great place to work, in FY23 we formed an

Inclusion Working Group, which helps us foster

an inclusive, diverse workplace for our colleagues

and ensure that we are “walking the talk”.

The group is focused on raising awareness,

engagement and support across: Pride,

Women in Sport, Pasifika and te ao Māori.

Sky / 2023 Annual Report
/33

Strengthening our connection

to Aotearoa

This year we piloted several initiatives to

increase our understanding of how te ao

Māori (the Māori worldview) can enhance

employee engagement and business

performance, including:

•Kuaka Māori Leadership Programme for kaimahi Māori

(Māori employees).

•Te Kaa Cultural Capability Programme for senior leaders,

including the Executive Team.

•Sports Production Mahere (strategy) which focuses

on Te Reo Māori (The Māori Language), Tikanga

Māori (Māori practices), Kanohi Ora (Supporting

our On Air Presenters).

We engaged a strategic advisor to help us develop Kia Rere,

a strategy to weave te ao Māori throughout the organisation

in a culturally appropriate, safe and meaningful way.

As we head into FY24, our commitment is to ensure the

appropriate, accurate and safe execution of te reo Māori

me onā tikanga (the Māori language and its practices) for

our people, through our broadcasts and in the community.

Core to this commitment is continuing to partner with Māori

as a trusted and valued media partner and broadcaster.

Demonstrating Pride at Sky

Our Sky Pride Network

continued to grow in FY23.

The network led company-wide celebrations in February

to mark the start of Pride Month. A Rainbow flag

was installed permanently at our Mt Wellington site

to support our celebration of Pride at Sky. As part

of Pride month, we adopted Pride email signatures

and supported our Crew to learn how use pronouns

correctly. We held an all staff ‘Pink Shirt Day’ event in

May 2023 that coincided with our monthly Sky Kōrero.

Igniting cultural confidence

In FY23, 24 of our executive, senior leaders and

Māori staff participated in Te Kaa, a dedicated

programme to build a base level of understanding

of te ao Māori (the Māori worldview). The

programme introduced our people to key concepts

of te ao Māori, improved te reo Māori pronunciation

and concluded with a cultural experience at Ōrākei

Marae. Te Kaa is delivered by Maurea.

Our Māori leadership programme Kuaka was

also introduced to support these aspirations.

Kuaka unlocks and enhances the leadership

potential and capability, grounded in a Māori

world view. The program is delivered by partners

Indigenous Growth Limited.

34/

Sky / 2023 Annual Report
/35

We regularly conduct our

‘Life at Sky’ culture and

engagement survey to hear

directly from our crew.

The surveys help us target our culture

and capability investments, and track

employee sentiment, progress and

performance. In FY23, our survey pointed

to our top strengths as being:

•Leaders demonstrating care and support for their people.

• Enabling a strong work/home balance through our

flexible working approach.

The survey also provided us with good direction on

where we need to keep improving in FY24, particularly

in areas such as enablement, learning and development,

and leadership.

We were disappointed to not see an uplift in engagement in

FY23 and improving this will be a key priority for Sky in FY24.

Investing in our leadership

In FY23 we invested in the growth of

our leadership capability and added

two new roles to the Executive team

(Chief Technology Officer and Chief

Media and Data Officer).

These appointments reflect our focus on recruiting and

retaining talented leaders to deliver on our strategic goals

and saw us achieve a 50/50 gender balance on

our Executive team for the first time.

We have also invested in key leadership roles across the

wider Sky leadership group, particularly in the areas of

operations, technology, marketing, advertising sales,

and organisational development and culture.

Leadership Boost

Sky piloted a leadership development programme in FY23

with good feedback from participants.

We are rolling this programme out to all (100+) people

leaders. Leadership Boost is a 10-month programme that

provides leaders with a common set of practical skills and

tools. It combines classroom training sessions with practice

and ongoing peer support.

Health, safety and wellbeing

We have a strategic focus on

safeguarding the wellbeing of

our crew by providing a safe and

inclusive workplace, fulfilling all

safety obligations and committing

to continual improvement and

organisational resilience at all levels.

We are pleased to report we achieved a zero Lost

Time Injury Rate (LTIFR) with permanent crew

for FY23. We worked with contracting partners

on continuous improvement safety initiatives and

carried out 474 field audits.

A significant step forward for crew wellbeing in

FY23 was updating our paid parental leave policy

to provide three months at full pay or six months at

half pay for the primary caregiver, with Kiwisaver

contributions continuing during the parental leave.

We also offer additional family support including

providing flexible working arrangements and

offering our crew ‘special circumstances’ leave to

care for family members where there is significant

change in the household.

In FY23 we also commenced an initiative to enable

Sky crew to give back to their communities through

a paid volunteer day, and we look forward to

supporting this initiative with our Sky for Good

partners in FY24.

Remuneration

Sky continues to place a strong focus on

pay equity and in FY23 we undertook a

remuneration review to ensure identified

inequity is addressed.

This has been particularly important in a year where

the macro-economic picture has continued to present

challenges for New Zealand households.

In FY23 we opted to weight salary increases towards

employees on lower salaries, with an 8% increase for

those in the lowest salary band compared to an increase

of 4% for those in the top band (and an average of 6.4%

across the company).

We made a commitment that no employees would be

paid less than the living wage, and we maintained this

commitment in FY23.

Life at Sky

36/
Sky’s business is grounded

in Aotearoa New Zealand.

Our work entertains, informs

and inspires – delivering

moments that form part of

our nation’s shared memories

and experiences.

Sustainability

at Sky

Sky / 2023 Annual Report
/37

Environmental

Responsibility

Sky is committed to playing our

part in caring for the environment.

This year that has seen us stepping

up our efforts to measure our

impact and establish a path

towards reducing our footprint.

It’s also seen us embrace

opportunities to innovate and

look for meaningful ways to

make a difference.

Sky’s Greenhouse Gas (GHG)

emissions profile

One important step in taking action to

reduce our environmental impact has

involved working closely with our suppliers

and expert advisors to understand and

measure Sky’s GHG emissions inventory.

Through this process we’ve established

baseline data from which we are setting

science-based targets and will be able to

measure the progress of our reduction plans.

As we expected, our Scope 1 and Scope 2 emissions – such

as the fuels we use directly in company owned vehicles and

indirect emissions from imported electricity that powers our

workplaces – are relatively low.

When it comes to measuring the indirect upstream

and downstream emissions sources where we have less

control, the team has worked hard to capture a significant

portion of our value chain. This includes freight, staff

commuting, business travel, waste and use of Sky products

– our Sky Boxes, Sky Pods and Sky Broadband routers –

in customer homes.

Over the past year we’ve continued to use

our platform for good in the community,

we’ve worked with Toitū Envirocare to

understand how we can contribute to the

environmental challenges being faced

globally and locally, and in everything we

do we’ve endeavoured to stay true to the

ethical foundations that underpin a long-

term sustainable business.

We recognise there will always be

more to do. We will continue to evolve

our approach as we progress on our

sustainability journey – including

completing our materiality matrix as part

of Sky’s overall sustainability framework.

We are privileged to hold this

position and we recognise

the responsibility that comes

with it – to our customers, our

partners, our communities, our

crew and to our shareholders.

We’re committed to making

a positive contribution.

38/
Life-cycle management

providing opportunity

Sky has been taking a responsible approach to

managing the lifecycle of our Sky Box decoders for

many years through a comprehensive repair and

refurbishment programme that has prevented

needless waste and extended the useful life of the

decoder fleet – creating a positive environmental

and financial outcome. And when the time came,

considering end-of-life outcomes has also been

an important part of our approach.

With the rollout of the new Sky Box, our recycling

efforts are stepping up to a whole new level. The

refresh of our decoder fleet is providing a unique

opportunity to create one of the largest scale

recycling programmes in the country as we retire

the Pace decoders that have served our customers

well over many years.

Working with our partners at IT Recycla we have

begun an ambitious recycling programme that will

ensure the components of these boxes are able to be

put to further use. By stripping the boxes down into

their component parts – steel, plastic, copper etc. –

a staggering 97% of each box is able to be recycled

and put to an alternative use.

In total we’ve recycled close to 40,000 boxes during

FY23 and in the last quarter alone 32,500 boxes

were recycled, diverting 108,900 kilograms of waste

from landfill and avoiding 48,265 kg of greenhouse

gas emissions.

Scope 1, 2 and measured Scope 3

Emissions (tCO2e)2

Scope 1: 136

Scope 2: 1,007

Scope 3: 10,338


As well as establishing our baseline data, the process

of capturing our 2023 emissions inventory has uncovered

opportunities that will now be used to set our science-

based reduction targets to achieve carbon neutrality

by 2050 – a process we are working through with

Toitū Envirocare.

As an example, we have a unique opportunity to accelerate

our reduction plan through the rollout of our new Sky Box

and Sky Pod. The improved efficiency of these products

will have a direct impact on reducing Scope 3 electricity

emissions – an outcome that’s good news for our

customers and the environment.

The work we’ve been doing to identify and track our

emissions and develop our reduction plans will also form

part of our response when we report against the Aotearoa

New Zealand Climate standards for the first time in FY24.

Reducing and avoiding waste

Responsible packaging

The rollout of Sky’s new products has led to a number

of opportunities to innovate for a better environmental

outcome. One of these involves the dispatch process, where

we’ve prioritised environmentally friendly packaging options.

We have taken steps to keep the use of plastics to a

minimum by designing snug, reusable cardboard packaging

to protect new Sky Boxes in transit to customer homes.

Rather than using plastic or polystyrene fill, this has meant

we’ve been able to introduce a paper void option. And while

we are using a recyclable soft plastic dispatch bag for

inter-island deliveries, we have been able to avoid the need

for more intensive bubble options through this approach,

and our deliveries to North Island homes are able to be

completed without the need for a plastic bag.

Sky / 2023 Annual Report
/39

Women in Broadcasting

– See Your Possible

Sky has been shining a light on what’s

possible for women in sport in every

facet of the game: athlete, coach,

producer, presenter, commentator,

camera, sound, analyst, governance,

promotion and management.

We’re committed to raising awareness and

participation in sport by girls and women, through

our See Your Possible campaign, across all of

Aotearoa New Zealand, ensuring more people

can see their possible.

As part of this commitment, we broadcast and

stream more women’s sport (local and global) than

anyone else in New Zealand – including free-to-air

and free-to-access. In FY23 that’s included over 290

hours of content on Prime dedicated to women’s

sport, covering a range of sporting codes such as

International Cricket, Football, Golf, Domestic and

International Netball, Domestic and International

Rugby, Rugby League, Rugby Sevens, Tauihi

Basketball Aotearoa and Tennis – as well as the

Birmingham Commonwealth Games.

We recognise that Sky has a

trusted place in the homes and

lives of New Zealanders. We are

committed to honouring that trust

with products and experiences that

reflect and contribute to positive

outcomes for individuals and the

wider communities we serve.

Responsible broadcaster

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 (CVOD, 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 2023 financial year:

•We took such care to meet Broadcasting Standards

that we only had four complaints to the Broadcasting

Standards Authority, of which only one was upheld.

For context, the BSA received 185 complaints in its last

reported year about all New Zealand broadcasters.

•We made significant efforts to work towards full

compliance with the new CVOD regime, which we

anticipate achieving by December 2023. No complaints

were made to the Office of Film and Literature

Classification for Neon.

Diversity on screen

Reflecting our audiences through our broadcasting

platform and within our workforce presents a significant

opportunity to fulfil our role as a responsible business.

We are proud to have world-class and globally-recognised

presenters and commentators here in Aotearoa

New Zealand who enable Kiwis to see and hear local

role models that can inspire.

Increasing confidence and capability in te reo Māori me

onā tikanga (the Māori language and its practices) on

air has been a key focus for our sport production team,

working with our partners: iKōrero, Pacific Media Network

and Maurea Consulting. Taking this one step further

in FY23, we have developed a talent and development

strategy that aims to:

•incorporate tikanga Māori into our production

and planning processes;

•increase the use and accuracy of te reo Māori on air; and

•increase the confidence and capability of our presenters

to use te reo Māori safely and accurately on our

sports broadcasts.

Through our Sky Originals NZ commissioning team, and

supported by New Zealand On Air, we have showcased a

range of diverse Kiwi voices through local stories including:

Raised By Refugees, Brave New Zealand World, Not Even,

Rūrangi: Rising Lights, Topp Class, The Black Ferns: Wāhine

Toa, and Waharoa: Art of the Pacific (see page 29 for more

on Sky Originals NZ).

Social Impact

40/
Sky For Good

Sky supports a range of charitable

initiatives aligned with our purpose

and values to enhance the lives

of New Zealanders in need. Our

relationship with some goes back

over many years, including:


Starship, New Zealand’s first hospital built exclusively for

children and young people and their health needs, where

Sky has been a sponsor since 2001. Our support includes

providing free Sky content in all Starship bedrooms, and

giving the Starship Foundation airtime on our platforms

for its campaigns.


Special Children’s Christmas Parties, involving nearly

10,000 Kiwi children with special needs or challenging life

or health circumstances each year, where Sky has been

a sponsor since 2002. Our involvement includes financial

support as well as on-the-ground volunteer help from our

crew at the charity’s party events.

In the past year we’ve added an important new relationship

with Wellington Children’s Hospital, which Sky began

supporting in August 2022. Similar to our agreement with

Starship we are providing free Sky in hospital bedrooms.

Support for Cyclone Relief

In response to the devastation caused by Cyclone Gabrielle,

Sky partnered with New Zealand Rugby (NZR) to support

the New Zealand Red Cross Disaster Fund relief effort.

Sky and NZR pledged $500 for every point scored during

the Super Rugby opening round matches (both Super Rugby

Pacific and Sky Super Rugby Aupiki) featuring Aotearoa-

based teams. Across six matches, this initiative generated

$194,500, which we then topped up to bring the total

amount raised to $250,000.

This significant donation supports communities affected

by Cyclone Gabrielle and will assist with the ongoing

recovery process.

Sky has proudly supported the Halberg Foundation

over many years, with Sky Sport an associate

sponsor of the ISPS Handa Halberg Awards –

the country’s pre-eminent event to honour and

celebrate New Zealand sporting excellence.

The Awards are the major fundraising event for the

Halberg Foundation – which aims to enhance the

lives of young physically disabled New Zealanders by

enabling them to participate in sport and recreation.

This year – following the passing of the much

loved and respected founder, Sir Murray Halberg

– we were honoured to have Sky Sport presenters

Storm Purvis and Karl Te Nana hosting the awards

ceremony and sharing the event with New Zealand

through coverage on Sky Sport and Prime.

Shaun Wallace

Sky’s commercial quiz company, Believe It Or Not,

had an excellent time in May and June 2023,

working with Shaun Wallace of The Chase fame

– also known as The Dark Destroyer – to support

New Zealand causes via a five-city charity quiz

tour. The tour was a success, selling a combined

1,800 seats across the five events, and raising

approx. $110,000 for New Zealand charities

($38k for Sir John Walker’s Find Your Field Of

Dreams Foundation, $33k for Hawke’s Bay

Foundation’s Cyclone Relief Fund, $17k for Life

Flight, $12k for Youthline Southland and $10k for

Kaiapoi Promotion Association).

Sky / 2023 Annual Report
/41

Sustainable governance

Sky places great importance

on upholding the high standards

of corporate governance and

day-to-day business practices

expected of a publicly listed

company.

Governance practices

This year we’ve refreshed our corporate

governance statement to reflect

recent updates to the NZX Corporate

Governance Code.

We have also carried out comprehensive reviews,

strengthened policies and increased the level of disclosure

on key matters of interest to our stakeholders, including

Remuneration and Risk Management.

Our Corporate Governance Statement is available within

this report (beginning on page 47), and copies of our policy

documents are publicly available on Sky’s corporate website.

Ethical procurement

As part of our commitment to ethical

responsible and sustainable business

conduct, Sky filed its second annual

Modern Slavery Statement with the

Australian Border Force (under the

Modern Slavery Act 2018 (Australia)).

We have also taken additional steps to embed our

Supplier Code of Conduct into procurement processes

with the next phase of this work being to further engage

with key suppliers to ascertain their ability to assess and

address their modern slavery risks. The learnings will be

incorporated into our Procurement Policy, processes and

supplier management practices.

Supporting a sustainable

workplace environment

Sky undertook a number of

initiatives during the financial year

to support diversity, cultural and skills

development, wellbeing, health and

safety and equity efforts.

You can read more about these in the People section of

this report (on pages 30–35) and within our Corporate

Governance Statement (beginning on page 47).

42/
Board of Directors

4.5.

2.1.3.

6.

Sky / 2023 Annual Report
/43

Philip Bowman

Independent Chairman

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, KMD Brands 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.

Keith Smith

Independent Director

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 a director of listed company

Goodman (NZ) Limited (the Manager

of Goodman Property Trust) and

a director of several other private

companies. He is a past President of

the Chartered Accountants Australia

and New Zealand.

Joan Withers

Independent Director

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.

Belinda Rowe

Independent Director

Belinda was appointed to the board

in March 2023. She has held Global

C Level business leadership roles

in marketing, communications,

digital and media, including with

Publicis Media, Zenith, Mojo

and O2 Telefonica. Belinda also

successfully led the creation of a

compelling content marketing and

sport sponsorship practice across

32 markets. Belinda’s governance

experience includes current non-

executive director roles at ASX-listed

Australian media company ARN

Media Ltd, Temple & Webster Group

and 3P Learning Ltd. She is also on

the board of AFL club, Sydney Swans.

Mike Darcey

Independent Director

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 Chairman 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 Buckman

Independent Director

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.

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4.

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Leadership team

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2.3.

4.5.

7.8.

Sky / 2023 Annual Report
/45

Sophie Moloney

Chief Executive

Sophie is an accomplished

New Zealand media leader who

brings deep international experience

to the Chief Executive role. She joined

Sky UK in 2003 and has held senior

commercial, legal and strategic roles

at Sky New Zealand, Sky UK, Sky News

Arabia, Abu Dhabi Media and OSN.

Sophie returned to New Zealand with

her family in 2018 and, prior to being

appointed Chief Executive, was the

company’s Chief Commercial Officer.

Sophie is proud to lead Team Sky.

She is deeply committed to creating

an environment for talented people to

thrive, no matter their backgrounds,

and to ensuring Sky continues to

thrive as a responsible and sustainably

profitable, Aotearoa-focused business.

Daniel Kelly

Chief Customer Officer

Starting at Sky in October 2020, Dan

was our inaugural Head of Broadband

and quickly made his mark leading the

successful launch of Sky Broadband.

His leadership of Sky Broadband and

later the Sky Box programme saw

him move into the position of Chief

Customer Officer in November 2021.

In this role Dan is responsible for Sky’s

Products and Marketing teams to

deliver the products and services that

matter most to our customers.

Prior to joining Sky, Dan gained a

wealth of experience within Australia’s

telecommunications industry, working

for premier Australian telco’s such as

Telstra, Optus, and Vocus. During his

time there, he achieved several notable

career milestones including leading

the marketing launch of Telstra’s

pioneering IPTV product, played a

pivotal leadership role in managing

the largest consumer broadband

business in Australia and the delivery

of Australia’s largest Wi-Fi network.

Andrew Hirst

Interim Chief Financial Officer

Andrew is a Deloitte Corporate

Finance Partner on secondment to

Sky as Interim Chief Financial Officer.

Andrew is a highly experienced

strategic corporate financial advisor,

and in his 17 years as a Deloitte

partner has advised a wide range of

New Zealand and offshore corporate

clients including a number of NZX and

offshore listed companies. Prior to

joining Deloitte as a partner in 2006,

Andrew had 13 years of investment

banking experience in New Zealand

and the UK with organisations such

as ABN Amro and Deutsche Bank.

Jennifer Sepull

Chief Technology Officer

Jennifer joined Sky as Chief Technology

Officer in March 2023. Jennifer is an

accomplished executive with over

25 years in technology leadership

roles. She has a strong track record

for developing trusted strategic

relationships and collaborating across

all value chains to deliver strong

technology solutions. Jennifer has

significant experience in leveraging

technology to drive innovation, and

leading large and complex teams in

the US, Latin America, Asia, Africa,

Indonesia, India, the Middle East,

and in New Zealand. Prior to Sky,

Jennifer was Chief Digital Officer

at Air New Zealand, CIO at Honda

Motor Co., CIO at Kimberly-Clark,

CIO at USAA Financial Services, and

a member of the Technical Advisory

Group to the London Stock Exchange.

Chris Major

Chief Corporate Affairs Officer

Chris joined Sky in 2013 as Director

of Government Relations and took

on the Corporate Affairs portfolio

in 2017. She is responsible for crew,

media and stakeholder engagement,

legal and government relations, and

Sky’s sustainability work programme,

including our Sky for Good and See

Your Possible commitments.

Prior to Sky Chris was Head of

Communications at The Treasury and

Ministerial Advisor for Rugby World

Cup 2011. She worked in the Beehive

for a number of years and spent five

years at law firm Chapman Tripp as

Head of Business Development. She is

on the board of Blues Rugby.

Jonny Errington

Chief Content and

Commercial Officer

Jonny brings 25 years of media and

legal experience to the Chief Content

& Commercial Officer role. Since

joining Sky over ten years ago, Jonny’s

passion for content and the nurturing of

commercial partnerships has led to him

overseeing the teams responsible for

content strategy, partnerships, creation

and operations. Jonny has negotiated

a number of our key Sport and

Entertainment deals, along with leading

out on strategic commercial activities.

Jonny’s prior experience includes roles

at Warner Bros., Xerox and Spark, along

with legal roles in Europe.

Lauren Quaintance

Chief Media and Data Officer

Lauren joined Sky in March 2023 as

Chief Media and Data Officer. Lauren

is highly experienced at leading teams

and embedding an entrepreneurial

culture in organisations and has

previously held executive roles at

Fairfax Media in Australia where

she was involved in developing new

streams of revenue and accelerating

the shift to digital. As a co-founder of

a content marketing business (later

acquired by NewsCorp) she honed her

understanding of client needs working

closely with major brands such as

IAG, Microsoft and Telstra. Lauren

was recognised as Entrepreneur of

the Year at the B&T Women in Media

Award in Australia. A former journalist,

she has a long-held interest in the

business of media which she studied

on a fellowship at Oxford University in

the UK and while obtaining a master’s

degree from Columbia University in

New York. She is a director on the

Crusaders (Super Rugby) board and

NZX-listed Turners Automotive Group.

Antony Welton

Chief Operations & People Officer

Antony joined Sky in February 2022 as

Chief Operations & People Officer, with

a key focus on continuing to transform

Sky’s ways of working and empowering

our people to do their best work. He is

a highly skilled executive with extensive

experience in operations, people and

strategy, including a number of years

with Vodafone New Zealand. Prior to

joining Sky, Antony was Chief Employee

Experience Officer at Whakarongorau

Aotearoa, a call centre business

providing Telehealth services.

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Your Honor © 2023 Showtime Networks Inc.
46/

/47
Sky / 2023 Annual Report

Corporate

Governance

Statement

48/
The following disclosures and compliance statements are

provided in accordance with the NZX Corporate Governance

Code (dated 1 April 2023) (NZX Code) and the ASX Corporate

Governance Principles and Recommendations (4th edition)

(ASX Recommendations). This corporate governance

statement is current as at 24 August 2023, and has been

approved by the Board. All key governance policies and

charters referred to below are available on Sky’s website

www.sky.co.nz/investor-centre/corporate-governance.

NZX and ASX Corporate Governance Best Practice Codes

The NZX Code and the ASX Recommendations set standards

for effective corporate governance in New Zealand and

Australia, respectively, and Sky is committed to reporting

against these standards. The Board considers that Sky

has complied with the NZX and ASX corporate governance

best practice codes in all material respects during the 2023

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 employees have of each other and themselves.

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

(or the Chair of the Sky Board of Directors if the Chief

Financial Officer or Chief Executive are potentially implicated),

and any material breaches will be notified to the Board.

Sky managers are responsible for providing appropriate training

and ensuring that all Sky employees are aware of and adhere to

Sky’s Code of Ethics.

Sky is in the process of designing a Conduct and Ethics

framework, with input from internal stakeholders to clearly

set out the expectations regarding behaviours of its people

and stakeholders throughout the business. Sky anticipates

that this framework will be adopted during the course of 2024.

Once adopted, Sky’s Code of Ethics will be updated where

necessary to reflect this framework and Sky intends to provide

training sessions to all employees on the new framework and

revised Code of Ethics.

Whistleblowing/Protected Disclosures

Sky’s Protected Disclosures Policy (or Whistleblower Policy)

provides a process for staff and any other persons to report

any serious wrongdoing and gives protection to the person

making the disclosure in accordance with the policy. The policy

outlines types of behaviour that may be considered serious

wrongdoing, when and how a person can make a disclosure

and how they are protected. This includes access to an

independent, third party, qualified to provide comprehensive

advice and access to support.

A thorough review of the policy and underlying processes was

undertaken in 2023 to review and strengthen the framework

and ensure Sky’s procedures continue to reflect best practice

and compliance with the Protected Disclosures (Protection

of Whistleblowers) Act 2022 introduced in July 2022 and

ASX Recommendation 3.3. The Protected Disclosures

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 the Board and this process

is formalised in the Protected Disclosures 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, employees and contractors

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, 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).

Corporate Governance

Statement

Sky / 2023 Annual Report
/49

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. No breaches

of the Anti-Bribery Policy were reported during the 2023

financial year.

Modern Slavery

Sky filed its second Modern Slavery Statement covering the

period 1 July 2021 to 30 June 2022 with the Australian Border

Force (under the Modern Slavery Act 2018 (Australia)), with

the next filing due by 31 December 2023.

This year Sky strengthened its measures to reduce

the risk of modern slavery practices across the group’s

operations and supply chain through proactively managing

suppliers identified as being potential risks. In addition,

Sky further embedded the Supplier Code of Conduct into

the procurement process, affirming Sky’s commitment

to ethical, responsible and sustainable business conduct.

The next steps in this work will be to further engage with key

suppliers to ascertain their ability to assess and address their

modern slavery risks. All learnings from this process will be

incorporated into Sky’s Procurement Policy, processes and

supplier management practices.

A review of Sky’s contracting arrangements also resulted

in Sky incorporating contractual clauses in supplier contracts

that place obligations on the counterparty to manage and

notify Sky of their modern slavery risks, thereby setting

expectations and allowing a mechanism for identifying

and addressing issues.

In FY24 Sky’s new Human Resources Information Portal

(ELMO) will provide access to ASX compliant modern slavery

awareness training modules to all staff.

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 2023, the Board

consisted of six directors whose relevant skills, experience and

expertise are outlined in their biographies on page 43.

The Board operates under a 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. The Board is

also responsible for board succession planning generally.

During the financial year ending 30 June 2023, the Board

appointed Belinda Rowe to Sky’s Board. Sky enters into a

written agreement with each of its newly appointed directors

establishing the terms and conditions of their appointment.

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 2023 the Board is comprised of:

Appointed

Philip Bowman (Independent Chair)1 September 2019

Keith Smith (Independent Director

and Deputy Chair)

21 April 2020

Michael Darcey (Independent Director) 19 September 2017

Joan Withers (Independent Director) 17 September 2019

Mark Buckman (Independent Director) 21 March 2022

Belinda Rowe (Independent Director) 1 March 2023

50/
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.

The Board will periodically review whether there is a need for

existing directors and/or the Board as a whole to undertake

professional development to maintain the skills and knowledge

to perform their roles as directors effectively and to deal with

new and emerging business and governance issues. 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 and that the role of Chair of the Board and Chief

Executive are separate. At 30 June 2023 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 (none of which apply to the

directors of Sky). The Chair of Sky’s Board is Philip Bowman,

an independent director (and is not the Chief Executive of Sky).

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.

Various information reports are sent to the Board in order

to keep them informed about Sky’s business including

reports during the financial year ended 30 June 2023 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 also established a number of ad-hoc committees

during the 2023 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 2022 and 30 June 2023, there were

10 Board meetings. Attendance was as follows:

Board meetings held

while a director

Attendance at

Board meetings

Philip Bowman

1010

Keith Smith

109

Geraldine McBride

1

54

Michael Darcey

1010

Joan Withers

1010

Mark Buckman

1010

Belinda Rowe

2

22

(1) Geraldine McBride retired from the Board 2 November 2022.

(2) Belinda Rowe was appointed to the board on 1 March 2023.

Sky / 2023 Annual Report
/51

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

Joan

Withers

Keith

Smith

Mike

Darcey

Mark

Buckman

Belinda

Rowe

Pay Television and Media Industry –

including experience in overseas markets

Strategic content partnerships

Customer Experience development

Technology, Data and Innovation

Public Company Governance including

Risk and Sustainability Management

Finance/Accounting and Commercial

including Corporate Transactions

CEO and Executive Experience

People Management and Culture

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

exercise was completed during the 2023 financial year.

Executive Performance

Executive performance is reviewed and evaluated on a

continual basis (and in any case at least once every financial

year) by the Board and Chief Executive, and periodically as the

need arises, in accordance with the People and Performance

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 and Safety performance.

Assessment criteria include financial performance, employee

engagement and customer satisfaction. A formal evaluation

of senior executive performance for the 2023 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 Kirstin Jones.

Independent Advice

Sky has a procedure for Board members to seek independent

legal advice at Sky’s expense (as 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’s Diversity Policy reflects a continuing commitment to

diversity and inclusion. Sky proactively considers diversity in

all recruitment activities, with a particular focus on leadership

roles with the most recent review of the policy reflecting

this commitment. Over the course of the 2023 financial year

Sky has actively considered diversity through recruitment,

promotion and organisational change.

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 2023,

Sky’s Board had two female directors and four male directors.

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 four female officers

and four male officers. The officers include the Chief Executive

and the members of Sky’s executive leadership team who

report directly to the Chief Executive.

Sky takes a holistic approach to diversity and Sky is committed

to building measurable objectives comparable in market for

all senior leadership roles in FY24.

52/
During the 2023 financial year Sky focused on creating

the foundations to support diversity within the workplace

and ensure a more sustainable holistic solution to creating

meaningful pathways for everyone. This included the

introduction of paid parental leave inclusive of KiwiSaver

benefits, innovative and flexible working arrangements,

consideration of intergenerational family household

circumstances in pay and leave, and paid gender transition

support leave. Sky considers these building blocks are critical

to providing an environment that encourages and supports

inclusivity with a view to more clearly identifying future

meaningful metrics of success.

The chart below represents Sky’s gender and age diversification

as at 30 June 2023:

2023Board LevelOfficers

1

All staff

Women

24290

Men

44372

Gender diverse

001

Prefer not to say

008

Total number

68671

Over 45

100%100%41%

2022

Women

2 2423

Men

45475

Total number

67 898

Over 45

100%86%35%

(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.

The table below provides a detailed breakdown of the age

diversification of Sky’s workforce:

Age20232022

<3013%20%

30 - 3930%32%

40 - 4932%28%

50 - 5920%15%

60 - 694%4%

>701%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. The Content Rights

Committee was established during 2023 in recognition of the

importance and time commitment required of directors for

this aspect of the Board’s duties.

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 2023, the members of the Committee, who

are independent non-executive directors, are Keith Smith

(ARC Chair, Board Deputy Chair), Philip Bowman (Board

Chair), and Joan Withers.

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 directors, Chief

Executive and senior executives, overseeing Sky’s people and

performance strategy and policies, including remuneration,

compliance with legislative and listing requirements, and

ensuring the health, safety and wellbeing of all employees.

The Committee also ensures that before appointing

executives, appropriate checks are carried out to ensure

candidates have the necessary skills to act for Sky.

The current members, who are independent non-executive

directors, are Mark Buckman (PPC Chair), Joan Withers and

Michael Darcey. The Committee’s Charter is available on

Sky’s website. Sky management may only attend Committee

meetings by invitation.

Sky / 2023 Annual Report
/53

Content Rights Committee

The Content Rights Committee is responsible for (a) providing

guidance, challenge, strategic input and counsel to Sky’s

management in relation to content rights arrangements;

(b) approving Sky’s pursuit and negotiation of content rights

arrangements; and (c) where applicable authority has been

delegated to the Committee by the Board, approving Sky’s

entry into and modification of content rights arrangements

in accordance with such delegated authority. The current

members, who are independent non-executive directors, are

Philip Bowman (CRC Chair, Board Chair), Keith Smith (Board

Deputy Chair), and Michael Darcey. The Committee’s Charter

is available on Sky’s website. Sky management may only

attend Committee meetings by invitation.

Ad-hoc Committees

The Board established a number of ad-hoc committees

during the 2023 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.

Committee Meetings

During the financial year ended 30 June 2023 attendance at

committee meetings 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)

44

Joan Withers

44

Philip Bowman

44

People and Performance Committee

Mark Buckman (Chair)

1

77

Geraldine McBride (former Chair)

2

22

Joan Withers

77

Michael Darcey

77

Keith Smith

1

Content Rights Committee

Philip Bowman (Chair)

22

Keith Smith

20

Michael Darcey

22

(1) Mark Buckman was appointed to the People and Performance Committee on

1 September 2022 and was appointed Chair on 2 November 2022.

(2) Geraldine McBride retired from the Board 2 November 2022.

(3) Keith Smith is not a usual member of the People and Performance

Committee but attended 1 meeting.

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.


3

54/
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 material stock exchange announcements,

interim and annual reports and investor presentations are

available online at 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.

Continuous Disclosure

Sky is committed to keeping shareholders and the wider

market informed of material information relating to its

business, financial performance and strategy to ensure that

trading in Sky’s 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, shareholder meetings, 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.

Sky / 2023 Annual Report
/55

5. Remuneration

The remuneration of directors and

executives should be transparent,

fair and reasonable.

Sky’s Remuneration Framework

Sky is committed to being an innovative employer, presenting

fair, market comparable and inclusive remuneration strategies

to ensure the strongest talent is attracted to, remains with

and remains attracted to the future growth of the business.

Sky’s approach to remuneration demonstrates the

intention to ensure clear alignment between remuneration

and sustainable, long-term stakeholder interests. Sky’s

remuneration policy provides detailed information regarding

the company’s remuneration framework and the approach to

Board and key management personnel (KMP) remuneration.

A copy of the policy is available on Sky’s website.

Stakeholder views and interests were considered in the design

of Sky’s remuneration framework to ensure an appropriate

focus on performance which supports the delivery of business

strategy. This is achieved through targeting the delivery of key

performance indicators (KPIs) as a core component of Sky’s

remuneration plans.

The People and Performance Committee is responsible for

providing recommendations regarding the appointment,

compensation levels and evaluation of Sky’s directors, Chief

Executive and senior executives, overseeing Sky’s people and

performance strategy and policies, including remuneration,

compliance with legislative and listing requirements, and

ensuring the health, safety and wellbeing of all employees.

The Board approves Sky’s Remuneration Policy and all

components of remuneration, including Director fees,

fixed remuneration, the quantum and terms of short term

incentives (STI) and the quantum and terms of any long term

incentives (LTI).

Fixed Remuneration

Fixed remuneration includes base salary and benefits,

including KiwiSaver. The salary component of fixed remuneration

is reviewed on an annual basis while benefits are reviewed as

appropriate. Executive KMP fixed remuneration is reviewed

annually and tested against relevant independent external

benchmark data, with any increases approved by the PPC

and the Board.

In considering changes to fixed remuneration during the

2023 financial year Sky’s Board and management were

conscious of the challenging impact of inflationary pressures

and this was reflected in the decision to once again focus

salary increases towards staff at the lower end of the salary

ranges. In FY23, the average salary increase was 6.4%,

effective from 1 October 2022.

Salary range

Percentage of

workforce

Percentage

increase

Up to $100,000

70%8%

$100,001 – $250,000

29%5%

From $250,001

1%4%

Blended increase

6.4%

Employee Benefits

Changes were made to employee benefits during FY23

following employee feedback and consultation.

The revised benefits offering includes a broader range

of benefits:

• The introduction of paid parental leave of 3 months at full

pay or 6 months at half pay with KiwiSaver contributions

included.

• Family support beyond parenting, including flexible working

arrangements above the legislative requirements and leave

associated with intergenerational family units to care for in

the home.

• The ability to give back to the community with a volunteer day.

• More inclusive gender policies and the introduction of gender

transition leave paid.

• Provision of a range of free and discounted Sky services.

Short Term Incentive Plan

Sky’s Short Term Incentive plan (STI) provides a direct link

between delivery of strategic or performance objectives

(both financial and non-financial) and remuneration outcomes.

The Chief Executive, the Executive Team and direct reports to

the Executive Team are eligible to take part in Sky’s STI plan.

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 retains

discretion to deny an award under Sky’s STI plan, where it

would reward conduct that is contrary to Sky’s values or

risk appetite.

The entitlement percentage for the FY23 period was set at

45% of base salary for the Chief Executive and 35% of base

salary for other executives. Other eligible staff are entitled

to 15% of base salary. The STI measures were updated to

include a composite rolling average of Total Company Net

Promoter Score (NPS) rather than Sky Box NPS as the metric

for assessing Customer Satisfaction performance to better

represent company performance for all Sky customers.

In addition, STI metric weightings were changed to better

reflect the strategic importance of satisfying and retaining

customers to the long-term success of the business.

Sky’s STI programme includes an overarching Health and

Safety hurdle whereby the STI will be forfeited in the case of

a successful prosecution under the Health and Safety at Work

Act 2015.

Short Term Incentive (STI) achievement FY23

MeasureWeightingAchievement

Overall

Performance

EBITDA

35%88%

Free Cash Flow

15%0%

Subscriber Nos.

15%75%42%

Customer Satisfaction

25%0%

Employee Engagement

10%0%

56/
Long Term Incentive Plan

There was no Long Term Incentive plan (LTI) in place during

FY23. This was identified as a major gap in the executive

remuneration strategy and led to the development of an LTI

plan that will operate from FY24. The purpose of the LTI is to

incentivise performance and retention of Sky’s key executives

and create further alignment with shareholders’ interests,

consistent with contemporary market standards.

The LTI is structured as a performance rights plan with

a three-year vesting period with service rights conditions. The

performance conditions are set by the Board, having regard to

Sky’s medium and longer-term performance objectives with key

measures being total shareholder returns (based upon a cost of

equity metric) and relative total shareholder return. Each metric

will contribute 50% towards the total. Participants in the LTI

will be prohibited from entering into transactions to hedge or

otherwise limit the economic risk of participating in the plan.

As part of the implementation plan, no increase will be applied

to Chief Executive and executive fixed remuneration in the

2024 financial year. In this way, Sky’s remuneration costs will

only increase if performance achieves the targets set by the

Board. The percentage of potential LTI will vary by role with

the Chief Executive’s LTI set at a maximum of 50% of fixed

remuneration and executive participation set at a maximum

of 25% of fixed remuneration.

Sky Executive KMP Remuneration Objectives

Shareholder value

creation through equity

components.

An appropriate balance

of ‘fixed’ and ‘at risk’

components.

Creation of reward

differentiation to drive

performance culture

and behaviours.

Attract, motivate and

retain executive talent

required at each stage

of development.

Total Annual Remuneration (TAR) or Total Target Remuneration (TTR)

is set by reference to relevant market benchmarks

FixedAt Risk

Fixed Annual Remuneration (FAR)Short Term Incentives (STI)Long Term Incentives (LTI)

Fixed remuneration is set based

on relevant market relativities, as

determined by the Board but will

reflect role and responsibilities,

performance, qualifications,

experience and geographic location.

STI key performance indicators (KPI)

will be determined by the Board

based on key Financial and Non-

Financial criteria aligned to deliver

Sky’s priority business strategies.

Performance conditions will be set

by the Board and linked to a selected

matrix of Earnings, Total Shareholder

Return or other objectives that

the Board will align executive KMP

interests with shareholder interests.

Remuneration will be delivered as

Base salary plus any allowances

(includes Superannuation or

equivalent).


Paid, as cash, on completion of

the relevant performance period.

Deferral of a portion of the STI into

equity (performance rights) will

be considered.

Awarded as equity and will

vest (or not) at the end of the

performance period which will

be a minimum of three years.

Strategic intent and market positioning

FAR for executive KMP will typically

be positioned between the median

and 75th percentile (+/-) compared

to relevant market data considering

expertise, competitive tensions and

performance in the role.

Performance incentive is directed to

achieving key strategic or financial

targets. FAR and STI opportunity is

targeted to be positioned at about

the 75th percentile of the relevant

benchmark group.

LTI is intended to align executive

KMP with shareholder interests.

LTI opportunity should ideally be

positioned at or about the 75th

percentile.

Total Annual Remuneration (TAR) or Total Target Remuneration (TTR)

TAR or TTR is intended to be positioned in the upper 3rd quartile compared to relevant market based comparisons.

4th quartile TAR or TTR may be derived if demonstrable out performance is achieved by Sky.

Sky / 2023 Annual Report
/57

Chief Executive Remuneration

Sky’s Chief Executive, Sophie Moloney has a permanent

employment agreement with Sky. The agreement includes a

period of notice from the individual of 6 months and allows for

a provision of consultative agreed termination notice from the

company, referred to as the “No Fault Termination Clause”.

This clause allows for the agreed termination of the contract

with six months’ pay and six months’ notice. In addition, there

is the provision for a redundancy payment of 44 weeks.

Under the terms of the employment agreement signed at the

time of the Chief Executive’s appointment in December 2020,

a review was undertaken in the prior financial year resulting in

a salary increase of 4%, effective from 1 July 2022. The timing

of subsequent reviews will now revert to the standard annual

review cycle. Market comparison data is independently

reviewed by external remuneration consultants to benchmark

the Chief Executive and executive remuneration to ensure it

remains fair and competitive. The PPC and Board are confident

the Chief Executive and executive team are appropriately paid

for their roles and fall within Sky’s policy guidelines.

The Chief Executive’s remuneration for the years ending

30 June 2022 and 30 June 2023, is illustrated in the table below:

$20232022

Base salary

1

969,423932,500

STI

182,785330,568

Total remuneration

1,152,2081,263,068

(1) Sophie Moloney’s base salary is $970,000 per annum. Other benefits paid to

the CEO were as follows: FY23 KiwiSaver employer contribution: $37,895 and

FY22 KiwiSaver employer contribution: $37,902.

The Chief Executive has a significant portion of remuneration

‘at risk’ and linked to performance. In FY23 the Chief Executive

was entitled to participate in the STI scheme based on 45% of

base salary (44% of fixed remuneration). For the financial year

ended 30 June 2023 the Chief Executive’s STI was awarded at

16% of total remuneration.

From FY24, as a result of a market benchmark and review

process, the Chief Executive STI proportion will increase to

50% of base salary (49% of fixed remuneration). In addition,

the Chief Executive will participate in the LTI scheme from

FY24 at 50% of base salary (49% of fixed remuneration).

Pay Equity and Diversity

Sky continues to place a strong focus on diversity, equity and

inclusion and undertakes annual remuneration reviews to

ensure identified inequity is addressed.

As mentioned above under Fixed Remuneration, the decision

to weight FY24 salary increases towards staff on lower

salaries resulted in an 8% increase for those in the lowest

salary band compared to an increase of 4% for those in the

top band (and an average of 6.4% across the company).

Sky has committed to paying all employees at least the living

wage. At 30 June 2023 the living wage in New Zealand was

$23.65 per hour and no Sky employees were paid less than

the living wage.

Median Pay Gap

The median pay gap represents the number of times greater

the CEO remuneration is to an employee paid at the median of

all Sky employees. At 30 June 2023 the Chief Executive’s base

salary of $970,000 (on an annualised basis) was 11.2 times that

of the median employee at $86,400. On a total remuneration

basis, including STI, the median pay gap was 14.6 times.

58/
Employee Remuneration

The following table shows the number of employees

and former employees of Sky and its subsidiaries whose

remuneration and benefits for the year ended 30 June 2023

were within the specified bands above $100,000.

The remuneration figures shown in the table include all

monetary payments actually paid during the year ended

30 June 2023, including severance and STI payments.

The table does not include amounts paid post 30 June 2023

that relate to the 2023 financial year, such as STI bonuses.

Remuneration range ($)Number of employees

100,000 - 110,000 58

110,001 - 120,000 35

120,001 - 130,000 40

130,001 - 140,000 38

140,001 - 150,000 28

150,001 - 160,000 20

160,001 - 170,000 13

170,001 - 180,000 12

180,001 - 190,000 9

190,001 - 200,000 6

200,001 - 210,000 4

210,001 - 220,000 9

220,001 - 230,000 3

230,001 - 240,000 3

240,001 - 250,000 4

250,001 - 260,000 7

260,001 - 270,000 3

270,001 - 280,000 1

280,001 - 290,000 2

290,001 - 300,0001

300,001 - 310,0001

310,001 - 320,0003

350,001 - 360,0001

360,001 - 370,0001

400,001 - 410,0001

460,001 - 470,0002

500,001 - 510,0001

510,001 - 520,0001

520,001 - 530,0001

860,001 - 870,0001

1,260,001 - 1,270,0001

Total

310

Director Remuneration

Directors do not receive any performance or equity-based

remuneration, 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

Sk y ’s s trategy.

The directors’ fee pool available has been set at a maximum

amount of $950,000 per annum since it was last approved

by shareholders in October 2015.

Annual Fee Structure ($)

Year ended

30 June 2023

Year ended

30 June 2022

Board fees

Board Chair

$210,000$200,000

Deputy Chair

$136,500$130,000

Non-executive Director

$105,000$100,000

Board Committee Fees

Audit and Risk Committee

Chair

$20,000$20,000

Member

$12,000$12,000

People and Performance Committee

Chair

$12,000$12,000

Member

$8,000$ 7, 5 0 0

Content Rights Committee

1

Member

$5,000-

(1) The Content Rights Committee was formed during FY23.

Sky / 2023 Annual Report
/59

Fees paid to Sky Directors in the year ended 30 June 2023 are set out in the table below:

NameBoard Fees

Audit and Risk

Committee

People and

Performance

Committee

Content Rights

CommitteeTotal Remuneration

Philip Bowman (Chair)

1

210,000--3,315213,315

Keith Smith (Deputy Chair)

136,50020,000-3,315159,815

Michael Darcey

105,000-8,0003,315116,315

Joan Withers

105,00012,0008,000-125,000

Mark Buckman

2

105,000-9,333-114,333

Geraldine McBride

3

35,641-4,000-39,641

Belinda Rowe

4

35,000---35,000

Totals

732,14132,00029,3339,945803,420

(1) The Board Chair is a member of the Audit and Risk Committee, (and is not the Chair of the Committee), however he does not receive a separate fee for this role.

(2) Mark Buckman joined the People and Performance Committee during the financial year, effective 1 September, and became Chair of the Committee, effective

2 November.

(3) Geraldine McBride resigned from the Board during the financial year, effective 2 November 2022.

(4) Belinda Rowe joined the Board during the financial year on 1 March 2023.

Fee structure from 1 July 2023

The People and Performance Committee commissioned an

independent review of Director Remuneration to benchmark

the current settings against comparable market peers. On the

basis of that review, the board fee pool will remain unchanged,

and board fees will increase by 5%, effective 1 July 2023.

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 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. A review of

Sky’s risk management framework was undertaken in the

2023 financial year.

Sky recognises that having a robust and well-documented

enterprise-wide risk management framework is critical to

support the management of risks across Sky. Management,

with oversight by the Audit and Risk Committee, continue

to identify and implement improvements to Sky’s risk

management processes in line with the enterprise-wide

risk management framework, while maintaining its focus

on managing both near and long-term risk to best support

Sky’s current and future business and operating goals.

Sky’s internal audit function is outsourced to Ernst & Young

(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 to satisfy

itself that its risk management framework continues to be

sound and that Sky is operating with due regard to the risk

appetite set by the Board. A summary of 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.

Sky’s high level assessment of exposure to climate related

risk has been captured within the company’s detailed risk

assessment framework. Sky’s climate related risks are broadly

contained within the principal risk areas of legislative and

regulatory compliance and adverse natural events. Sky will

build on the initial risk identification work by documenting

the key physical and transitional risks (and opportunities)

associated with climate change in more detail, and by

completing scenario analysis, in line with the requirements

of the Aotearoa New Zealand Climate Related Disclosures.

60/
Sky has identified the following strategic risks that could affect results and performance:

Strategic risksDescriptionMitigation

Critical

infrastructure

Reliability and continuity of the provision of

services is fundamental to the sustainability

and reputation of Sky’s business.

Sky has robust Business Continuity Management

and Disaster Recovery plans which are regularly

reviewed, tested and updated. This includes review

by independent advisors.

CybersecurityCybersecurity risk mitigation is important

for the safe and reliable operation of Sky’s

business, including to protect sensitive data.

Sky has a comprehensive cybersecurity programme

that includes tools and systems designed to prevent and

detect potential threats to cyber security, privacy and

data breaches. This programme is continually monitored,

tested and improved.

Acquiring and

retaining market

leading content

Acquiring and retaining great content at the

right price is critical to Sky’s future.

In recent years, Sky has secured significant multi-year

content rights deals and it continually reviews what is

important to its customers and the evolving content

and rights landscape, utilising data-based insights and

research to ensure its content remains market leading

while ensuring financial sustainability.

Strategy ExecutionFailure to execute strategic initiatives could

impact Sky’s reputation and ability to meet

financial goals.

In conjunction with the Board, Sky’s executive team have

clearly defined Sky’s strategic goals and have a clear path

to achieving those goals. This includes engaging with the

Sky team more broadly to ensure the whole business

is aligned.

Legislative

and regulatory

compliance

The ever changing legal and regulatory

landscape within which Sky operates together

with Sky’s evolving product mix and delivery

methods creates a risk that Sky could

inadvertently fail to comply.

Sky has robust policies and procedures covering

compliance with key legal and regulatory requirements.

Sky’s internal legal team monitors changes and

proposed amendments to its compliance obligations.

Sky also engages external legal advisors to ensure

it remains compliant.

Adverse natural

event

Extreme climatic events and natural disasters

could significantly impact Sky’s ability to

deliver its great content and could impact

demand for its services from impacted

customers.

As noted above, Sky has robust Business Continuity and

Disaster Recovery plans to ensure it is best placed to

withstand climatic events and natural disasters. Sky also

has comprehensive plans to assist customers impacted

by these events.

Ability to attract,

retain and engage

key talent

Attracting, retaining and engaging employees

is key to achieving Sky’s strategic goals.

Sky continues to invest in its people and culture

programmes including building leadership capability across

the business, improving access to the tools, systems and

process needed to enable employees to achieve their

potential, and implementing a Talent Strategy to identify

and retain key talent. Sky has also focused significantly on

Te Ao Māori and the opportunities presented by imbedding

its principles within Sky.

CompetitionSky operates within an extremely competitive

market with New Zealanders now able to

access the content they want to watch more

easily than ever before.

If Sky fails to respond to new competitors or changes

to customers’ needs, it could fail to meet strategic

and financial goals. While Sky is focused on delivering

its strategic goals, it continually monitors its market

environment using customer feedback and data

insights to ensure its content and delivery approach

remain relevant and in demand. Sky remains focused

on connecting New Zealanders with the sport and

entertainment they love, in ways that work for them,

right across the country.

Sky / 2023 Annual Report
/61

Health and safety

Sky has a comprehensive Health & Safety Strategic plan

supported by Health and Safety Policies and a Procedures

Manual. A Health and Safety update is provided at Sky’s

monthly Risk Management Steering committee meeting

and regular reports are provided to the Audit and Risk

Committee, and People and Performance Committee and

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 its 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.

Over the course of the financial year, Sky has held a zero

Lost Time Injury Rate (LTIFR) with permanent crew and has

worked with contracting partners on continuous improvement

initiatives. Sky carried out 474 field audits, with over 44% of

those audits being conducted with its contracting technician

partners. In the 2024 financial year Sky will include additional

Health and Safety aspects in the internal audit cycle and

introduce external Health and Safety audits.

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 2023

financial year is included on page 122.

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.

This process includes the following:

• reports are prepared by or under the supervision of subject

matter experts;

• material statements in the report are reviewed for accuracy

and appropriately interrogated; and

• all announcements (other than administrative announcements)

must be approved by Sky’s Disclosure Committee.

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 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.

62/
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 takes 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 NZX and

ASX, Sky uses the following methods to communicate with

its investors:

Investor centre website

Sky’s website (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.

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 at least 20 working days prior

to the Annual Shareholder Meeting in accordance with NZX

Corporate Governance recommendations, 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.

/63
Sky / 2023 Annual Report

Company

Information

64/
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 2023 are as follows:

DirectorEntityRelationship

Philip BowmanBetter Capital PCC Limited

KMD Brands Limited (listed)

Tegel Group Holdings Limited

Ferrovial SA (listed)

Majid al Futtaim Holding LLC

Majid al Futtaim Properties LLC

Majid al Futtaim Capital LLC

Tom Tom Holdings, Inc.

Vinula Pty. Limited

Vinula Super Fund Pty. Limited

Director

Director

Chair

Director

Director

Chair

Director

Director

Director

Director

Michael DarceyArqiva Group Limited

1

British Gymnastics

Premier League Basketball UK

Chair

Chair

Shareholder

Geraldine McBride

(resigned 2 November 2022)

My Wave Holdings Limited

My Wave Limited

Fisher & Paykel Healthcare Corporation Limited

Director, CEO

Director

Director

Keith SmithAnderson & O’Leary Limited and associated companies

Enterprise Group Holdings Limited and associated companies

Goodman (NZ) Limited and associated companies

1

H J Asmuss & Co Limited and associated companies

Healthcare Holdings Limited and associated companies

Mobile Health Group Limited

Tax Traders Limited

Gwendoline Holdings Limited (non-trading)

Chair

Chair

Director

Chair

Chair

Chair

Member of Advisory Board

Director

Joan WithersThe Warehouse Group Limited and associated companies

ANZ Bank New Zealand Limited

Louise Perkins Foundation

On Being Bold Limited

Origin Energy Limited

Chair

Director

Trustee

Director

Director

Mark BuckmanOzTAM Pty. Limited

Barangaroo Advisory Pty. Limited

Honed Real Estate Pty. Limited

MSVN Technologies, LLC

2

Chair

Director

Shareholder and advisor

Shareholder and advisor

Belinda RoweSoprano Design Limited

2

ARN Media Limited

1

Sydney Swans Limited

1

Temple & Webster Group Limited

1

Belinda Rowe Consulting Pty. Limited

1

Rowe-Cuthbert Nominees Pty. Limited

1

3P Learning Limited

1

Nominated Director

Non-Executive Director

Non-Executive Director

Non-Executive Director

Director

Director

Non-Executive Director

(1) Entries added or updated during the period from 1 July 2022 to 30 June 2023.

(2) Entries removed by notices given by the directors during the period from 1 July 2022 to 30 June 2023.

Sky / 2023 Annual Report
/65

Disclosures of Interest – Particular Transactions /

Use of Company Information

During the year to 30 June 2023, 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 of the

Companies Act 1993.

Disclosures of Relevant Interests in Securities

During the year to 30 June 2023, 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 the following

disclosures on (i) 12 October 2022 regarding the acquisition

of 125,000 ordinary shares in Sky,

1

(ii) 14 October 2022

regarding the acquisition of 50,000 ordinary shares in Sky,

1


(iii) 7 March 2023 regarding the acquisition of 10,842 ordinary

shares in Sky, (iv) 7 March 2023 regarding the acquisition of

39,158 ordinary shares in Sky, and (v) 6 April 2023 regarding

the acquisition of 100,000 ordinary shares in Sky.

• Sophie Moloney (CEO) made the following disclosures on

(i) 12 October 2022 regarding the acquisition of 21,000

ordinary shares in Sky,

1

and (ii) 6 March 2023 regarding

the acquisition of 38,000 ordinary shares in Sky.

(1) Sky implemented a Court Approved return of capital on 22 November 2022.

As part of the capital return, 1 ordinary share for every 6 ordinary shares held

by shareholders on 21 November was cancelled, with fractions rounded up or

down to the nearest whole share (with 0.5 rounded up).

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.

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

During the year to 30 June 2023, in relation to Sky’s

subsidiaries, no specific notices were made in the Interests

Register pursuant to section 140 of the Companies Act 1993.

66/
Company Information

Directors Holding, Commencing and

Ceasing Office during the year

• Philip Bowman (Chair)

• Keith Smith (Deputy Chair)

• Michael Darcey

• Joan Withers

• Mark Buckman

• Belinda Rowe (appointed 1 March 2023)

• Geraldine McBride (resigned 2 November 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 2023:

Relevant interestsShares

Philip Bowman

Michael Darcey

Keith Smith

2

Joan Withers

Mark Buckman

Belinda Rowe

400,000

125,000

21,260

Nil

Nil

Nil

(1) Sky implemented a Court Approved return of capital on 22 November 2022.

As part of the capital return, 1 ordinary share for every 6 ordinary shares held

by shareholders on 21 November 2022 was cancelled, with fractions rounded

up or down to the nearest whole share (with 0.5 rounded up).

(2) 6,253 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); 6,610 shares held by Gwendoline Holdings Limited (Keith Smith

is a discretionary beneficiary of a trust which owns Gwendoline Holdings

Limited); and 8,333 shares held by Keith Smith’s partner Lily Wong.

Subsidiaries

At 30 June 2023, Sky had the following subsidiary companies:

SubsidiaryDirector(s)Business during FY23

Believe It Or Not LimitedAnabelle Lochead

Brendan Lochead

Christopher Shaw

Jonathon Errington

Quizzes for the hotel entertainment industry.

Lightbox New Zealand LimitedSophie MoloneyStreaming services within New Zealand.

Media Finance LimitedSophie MoloneyDid not trade.

Non-Trading PS LimitedSophie MoloneyDid not trade.

Screen Enterprises LimitedSophie MoloneyDid not trade.

Sky DMX Music LimitedSteven Hughes

Sophie Moloney

Malcolm McRoberts

Jonathon Errington

Operated the Sky DMX music business.

Sky Investment Holdings LimitedSophie MoloneyHolding company for the investment in RugbyPass Limited

(Ireland) and RugbyPass Asia Pte Limited (Singapore).

Sky Network Services LimitedSophie MoloneySky Broadband business.

Sky Ventures LimitedSophie MoloneyDid not trade.

Sports Analytics Pty Ltd

(incorporated in South Africa)

Jonathan Errington

Kevin Bouwer

Sports data collection and analysis.

Following the sale of RugbyPass to World Rugby (effective 10 October 2022), RugbyPass Limited and RugbyPass UK Limited are

no longer subsidiaries of Sky.

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 Sophie Moloney 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.

1

Sky / 2023 Annual Report
/67

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 2023 and 17 July 2023:

Substantial Product Holder Name

Date of Substantial

Product Holder Notice

Number of Shares in Substantial

Product Holding at 30 June 2023

and at 17 July 2023

1

% held at 30 June 2023

and at 17 July 2023

Jupiter Asset Management Limited and

its related bodies corporate

2,3

15 September 2020

15,802,2419.040

Accident Compensation Corporation

3

9 December 2022

13,845,5089.511

(1) Based on disclosures to the company.

(2) Since the date of this disclosure the number of shares held has been adjusted to reflect the 1 for 10 share consolidation which was completed on 17 September 2021.

Sky has also implemented a Court approved capital return of approximately $70 million on 21 November 2022 through which 1 ordinary share for every 6 ordinary shares

held by shareholders on 21 November 2022 was cancelled, with fractions rounded up or down to the nearest whole share (with 0.5 rounded up). On a like-for-like basis,

excluding the impact of any shares bought or sold by the substantial product holder since the date of this disclosure, the number of shares held would be 13,168,534.

(3) Since the date of this disclosure Sky initiated a share buyback programme for a maximum aggregate of $15 million in purchase price and up to a maximum of

8,734,416 shares, with a total of 1,720,695 shares having been acquired through the programme by 30 June 2023.

At Sky’s 30 June 2023 year end and at 17 July 2023 the total number of ordinary shares on issue was 143,852,496.

Twenty Largest Shareholders as at 17 July 2023

NameNumber of Shares% of Issued Capital

Accident Compensation Corporation

13,872,7729.6

Citibank Nominees (New Zealand) Limited

11,670,6518.1

HSBC Custody Nominees (Australia) Limited

9,486,6336.6

HSBC Nominees (New Zealand) Limited

8,808,8546.1

BNP Paribas Nominees (NZ) Limited

8,478,6525.9

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

6,519,6854.5

National Nominees Limited

5,355,4263.7

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited

4,921,5333.4

BNP Paribas Nominees (NZ) Limited

4,812,6463.3

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

4,781,2923.3

BNP Paribas Nominees (NZ) Limited

4,503,2573.1

National Nominees Limited

3,603,9222.5

Hobson Wealth Custodian Limited

3,581,9892.5

BNP Paribas Nominees (NZ) Limited

3,491,5392.4

Jpmorgan Chase Bank NA NZ Branch-Segregated Clients Acct

2,950,3352.1

TEA Custodians Limited Client Property Trust Account

2,041,6551.4

New Zealand Rugby Union Incorporated

1,816,7771.3

Custodial Services Limited

1,628,1591.1

JBWere (NZ) Nominees Limited

1,612,5441.1

BNP Paribas Nominees Pty Ltd

1,520,8051.1

105,459,12673.1

1

68/
Distribution of Ordinary Shares and Shareholdings as at 17 July 2023

RangeNo. of ShareholdersNumber of shares held% of Issued Capital

1 – 1,000

5,1061,391,6421.0

1,001 – 5,000

1,7024,215,1782.9

5,001 – 10,000

4533,297,1892.3

10,001 – 100,000

51913,579,6789.4

100,001 and over

74121,368,80984.4

Total

7,854143,852,496100.0

Non-Marketable Parcels of Shares

As at 17 July 2023, 3,950 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 17 July 2023 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 17 July 2023 there was an on-market buyback in place. The programme was

initiated on 31 March 2023, and an ASX Appendix 3C notice was issued on that date. The programme is for a maximum aggregate

of $15 million in purchase price and up to a maximum of 8,734,416 shares. At 17 July 2023 a total of 1,720,695 shares had been

acquired for total consideration of $4,489,781.

Number of Holders of Equity Securities

The only class of equity securities on issue in Sky is ordinary shares. As at 17 July 2023 there were 7,854 holders of a total

of 143,852,496 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 17 July 2023, Sky did not have any unquoted equity securities on issue.

Donations

During the financial year ending 30 June 2023, Sky made cash donations totalling $260,000. 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 2023 for statutory audit services and for other assurance services was:

Statutory audit services ($000)

Other assurance and

non-assurance services ($000)

Sky

85975

Sky’s subsidiaries did not pay PricewaterhouseCoopers any fees.

Sky / 2023 Annual Report
/69

Current and Ongoing Waivers

The following is a summary of all waivers which were relied

upon by Sky in the year to 30 June 2023. 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.

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.

Waivers and Information

70/
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 (ISIN) 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

Share Market and Other Information

/71
Sky / 2023 Annual Report

Our 2023

Financials

For the year ended

30 June 2023

Financial commentary
72/

Summary

Sky recorded solid financial results in 2023 while also delivering on a number of significant strategic and operational initiatives,

including investing in new products and new content to drive future growth, as well as continuing to transform the business.

Sky continued to grow customer relationships reaching above one million, which along with strengthening average revenue per

user (ARPU) contributed to solid revenue growth. Total reported revenue of $754.1 million was 2.4% higher than the prior year

(with adjusted revenue 2.3% higher) and achieved against a backdrop of economic challenges facing New Zealand.

The company continues to maintain a sharp focus on costs with the expected step-up in programming costs following recent

content rights wins being partly offset by permanent savings achieved across multiple cost lines. Total reported operating

expenses increased to $609.1 million (a 4.3% increase on the prior year). After removing the impact of one-off expenses incurred

during the year, total adjusted operating expenses of $600.2 million was only 2.5% higher than the prior year.

Reported profit after tax of $51.0 million was 18.0% lower than the prior year. However, again after removing the impact of

one-off expenses, adjusted profit after tax of $56.7 million was 15.2% higher than the 2022 adjusted result of $49.2 million.

During the period Sky’s Board executed a number of capital management initiatives, including a capital return in November 2022 of

approximately $70 million through a court approved scheme, and the initiation of a share buyback in March 2023 for up to $15 million,

with $4.5 million of this deployed by 30 June 2023. In addition, Sky returned to paying dividends, with a final dividend for the 2022

financial year of 7.3 cents per share paid to shareholders in September 2022 and an interim dividend of 6.0 cents per share paid in

March 2023. In total, $95.9 million was returned to shareholders or utilised in the share buyback during the 2023 financial year.

As at 30 June 2023 Sky had $56.1 million of cash on hand and an undrawn banking facility of $150.0 million.

Non-GAAP Financial Information

Sky uses 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.

Group Consolidated Results for the years ended 30 June

In NZD millions

2023

(adjusted)

2023

(reported)

2022

(adjusted)

2022

(reported)

Adjusted %

inc/(dec)

Financial performance data

Total revenue

75 3.175 4.173 6.173 6.12.3

Other income

3.53.52.916.82 0.7

Total operating expenses

6 0 0.2609.15 8 5.35 8 3.92.5

EBITDA

1 5 6.41 4 8.51 5 3.71 6 9.01.8

Less

Depreciation amortisation and impairment

74.174.18 0.28 0.2( 7. 6 )

Net operating profit before interest, income tax and

impairment of goodwill

82.374.473.58 8.81 2.0

Impairment of goodwill

- - - 2.0-

Finance income

2.62.60.80.82 25.0

Finance expense

6.16.16.96.9(1 1.6)

Profit before tax

78.87 0.96 7. 48 0.71 6.9

Income tax expense

2 2.11 9.91 8.21 8.521.4

Profit after tax

5 6.751.04 9.262.21 5.2

Financial Overview

Sky / 2023 Annual Report
/73

Summary of Adjustments

2023 adjustments include one-off expenses totalling $6.8 million in relation to organisational changes and a net loss on operations

of $1.1 million in relation to RugbyPass (consisting of $1.0 million of advertising revenue offset by $2.1 million of expenses).

2022 adjustments include net one-off expenses of $0.5 million, comprising $1.2 million of programming impairments and a

$2.0m impairment of goodwill relating to RugbyPass, which were partly offset by a $2.7 million provision release for Holidays Act

compliance. 2022 other income also included a $14.0 million gain related to the sale of the Mt Wellington properties.

In NZD millions 30-Jun-2330-Jun-22

Statutory profit after tax

51.062.2

Adjustments to earnings as follows:

Non-recurring income included in revenue

(1.0)-

Content write-offs

-1.2

Non-recurring costs included in costs

8.9(2.7)

Non-recurring income included in other income

-(14.0)

Impairment of goodwill

-2.0

Tax effect of adjustments

(2.2)0.5

Total adjustments

5.7(13.0)

Adjusted profit after tax

56.749.2

Customers

Total customer relationships continued to grow during 2023, increasing by 2.5% to finish the year at 1,015,125.

Sky Box customer relationships stood at 514,982 at year end, down 2.7% year on year. This includes customers who access their

Sky content through the traditional Sky Box as well as the new hybrid (satellite and internet) Sky Box, and the new Sky Pod. In the

second half of 2023 customers of Vodafone TV (VTV) who subscribed for Sky packages were migrated to their choice of a new Sky

product with approximately 17,000 choosing a Sky Box or Sky Pod. Prior to migration, these customers had been counted within

the Streaming category given their Sky content was delivered via IP only.

Annualised Sky Box churn of 10.3% was broadly consistent with the prior year and is considered low when comparing to

international peers. Acquisitions were lower than anticipated due to the delayed launch of Sky’s new products which had a flow

on impact on the timing of marketing activity, and the migration of VTV customers. Disconnections were consistent year on year,

suggesting a resilience of in-home entertainment despite a high inflationary environment leading to pressure on household wallets.

Streaming customer relationships increased to 467,516, up 7.1% on the prior year or 15.4% on a like for like basis for Streaming

product, being Sky Sport Now and Neon and excluding VTV customers in the prior period (who were included within the Streaming

category in the prior period). Sky Sport Now customer relationships increased by 36.7% while Neon customer relationships

increased by 7.5%.

Commercial customer relationships include licensed premises, pubs, clubs, accommodation providers and businesses such as gyms,

retirement villages and retail outlets. Commercial customer relationships were broadly stable year on year.

Sky Broadband customer relationships increased to 26,089, up 45.1% and with a 5.0% attachment rate to Sky Box customers,

an increase from 3.3% a year ago.

74/
Financial commentary (continued)

20232022202120202019

Customer relationships

Sky Box customers

1

514,982529,521554,690576,704609,837

Total Streaming customers

4 6 7, 5 1 6436,388393,179404,321159,767

Sky Sport Now

149,516109,36571,31230,46020,999

Neon

318,000295,720259,229142,59295,178

Other Streaming

2

- 31,30362,638231,26943,590

Commercial customers

6,5386,8777, 2 9 98,5449,436

Sky Broadband customers

26,0891 7, 9 7 51,930 - -

Total customer relationships

1 , 01 5,1 2 5 990,761 9 57, 0 9 8 989,569 779,040

Customer metrics

Sky Box net customer growth

-3%-5%-4%-5%-6%

Sky Box acquisition

39,30429,0284 7, 2 7 341,51049,952

Sky Box churn

(53,848)(54,197)(69,287)( 74 , 4 4 3 )(92,041)

Streaming net customer growth (Sky Sport Now and Neon)

15%23%91%49%56%

Sky Broadband attachment rate

3

5.0 %3.3% - - -

Average revenue per month (ARPU)

Sky Box ARPU

4

8 1.0 578.8 478.4 08 2.0 38 3.4 6

Total Streaming ARPU (blended)

5

1 7. 7 81 8.2 81 7. 4 61 9.8 0n/a

Sky Sport Now ARPU

3 6.8 23 6.7 1n/an/an/a

Neon ARPU

1 5.0 514.251 1.9 01 1.911 5.3 6

Sky Broadband ARPU

6

72.1472.1 3 - - -

(1) Sky Box customers comprise residential Sky Box and Sky Pod customers, including Vodafone Reseller customers prior to migrating to a direct relationship with

Sky during 2021.

(2) Other Streaming customers comprise VTV/Retransmission customers receiving Sky content via VTV until its closure in March 2023, and RugbyPass subscription

customers.

(3) Sky Broadband attachment rate measures the percentage of Sky Box customers that also have Sky Broadband.

(4) Sky Box ARPU is the monthly average revenue for residential Sky Box and Sky Pod customers, calculated as the average ARPU for the period, excluding any revenue

related to access fees for the new Sky products. Exclusive of GST.

(5) Total Streaming ARPU is the blended ARPU for all Streaming products, including Sky Sport Now, Neon, VTV/Retransmission, and in prior years RugbyPass and

Lightbox wholesale. Exclusive of GST.

(6) Sky Broadband ARPU is the monthly average revenue for Sky Broadband customers, including add-ons such as land line, calling plans, Wi-Fi boosters and static

IP fees and excludes CPE revenue. Exclusive of GST.

Revenue Analysis

Sky’s total revenue was $754.1 million, comprised of:

In NZD millions 20232022% inc/(dec)

Sky Box subscriptions

1

509.8514.0(0.8)

Broadband subscriptions

19.68.8122.7

Streaming subscriptions

2

103.293.310.6

Commercial revenue

53.44 7. 312.9

Total subscription revenue

686.0663.43.4

Advertising

48.14 7. 61.1

Installation and other revenue

20.025.1(20.3)

Total other revenue

68.172.7(6.3)

Total revenue

754.1736.12.4

(1) Sky Box subscription revenue in 2023 relates to all Sky Box and Sky Pod subscriptions and includes access fees associated with the new Sky products. 2022 Revenue

relates to Sky Box subscriptions only.

(2) Streaming subscription revenue relates to Sky Sport Now and Neon and includes VTV/Retransmission subscription revenue net of fees prior to these customers

migrating to a Sky Box or Sky Pod product.

Sky / 2023 Annual Report
/75

Sky Box revenue was $509.8 million. This represented a year on year reduction of 0.8%, compared to a reduction of 3.4% in the prior

year. 2023 revenue benefitted from the full-year impact of a $3 price increase to the sport package from 1 May 2022 and a part-

period impact from a further $3 price increase from 1 March 2023, noting both price increases are quoted inclusive of GST.

ARPU increased by 2.8% to $81.05, benefitting from sport package price rises, consistent levels of sports penetration at

approximately 70%, and the positive impact from reduced levels of discounting. These positive factors more than offset the lower

average ARPU associated with Sky Pod customers (with no MySky recording fees), and reduced penetration in multi-room and

some higher value entertainment packages.

Sky Broadband revenue more than doubled to $19.6 million (a 122.7% increase), as a result of increasing customer relationships in

2023 and the full year benefit of customer growth that occurred in the prior year. A $6 line fee increase (including GST) was passed

on from November 2022. ARPU remained at a consistent level despite the appeal of lower speed plans, as Sky benefitted from

strong attachment of add-ons such as land lines and calling plans.

Streaming revenue grew strongly, up 10.6% year on year to $103.2 million. This result was achieved despite one-off costs associated

with extending the operation of the VTV platform prior to migration to Sky Box or Sky Pod ($10.1 million in 2023 and $4.0m

in 2022), with revenue recorded net of these costs. Excluding this impact, revenue growth would have been 16.4% year on year.

Sky Sport Now revenue rose 50.4%, benefiting from significant growth in customer numbers and the part year benefit of a price

increase of $5 (12.5%) for the monthly pass, introduced from 1 March 2023. Neon revenue grew by 19.2%, benefitting from customer

growth and an August 2022 price rise of $2 (12.5%) on the standard monthly pass and $20 on the annual pass, and despite the

introduction of a lower tier ‘basic’ product which was successfully launched at the same time as the standard product price rise.

Commercial revenue of $53.4 million was 12.9% higher year on year and marked a return to pre-COVID levels, albeit with lower

customer numbers, following the end of COVID related support for accommodation providers from 1 July 2022 and increases in

value-based tiered pricing for licensed premise customers.

Advertising revenue was $48.1 million, up 1.1%. Excluding the impact of RugbyPass advertising revenue (due to the sale of this

business in October 2022) the underlying increase was 9.4%. While the advertising market was generally softer, Sky’s revenue

market share

1

rose to 9.5% from 8.3% in the prior year and the growth in Sky’s advertising revenue was achieved despite a 5%

decline in total market spend.

Installation and other revenues reduced to $20.0 million, down 20.3%, largely due to a one-off revenue uplift in 2022 from on-sold

programming rights including Summer Olympic sub-licencing to TVNZ. Revenue associated with Sky Box and Sky Broadband

installations and satellite access fees remained stable.

(1) Source: Quarterly Performance Comparison Report, PwC.

Expense Analysis

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

In NZD millions

30-Jun-2330-Jun-22

AdjustedReported

% inc/(dec)

(adjusted)

% of revenue

(adjusted)AdjustedReported

% of revenue

(adjusted)

Programming

3 8 6.13 8 6.66.051.23 6 4.13 6 5.34 9.5

Subscriber related costs

8 7. 89 0.4(5.8)1 1.69 3.29 3.21 2.7

Broadcasting and infrastructure

7 7. 57 9.89.81 0.370.670.69.6

Other costs

4 8.852.3(1 5.0)6.55 7. 45 4.77. 8

Depreciation, amortisation and

impairment

74.174.1( 7. 6 )9.88 0.28 0.21 0.9

Total operating expenses

674.36 8 3.21.38 9.46 6 5.56 6 4.09 0.4

Programming costs consist of two main categories: programming rights and programming operating costs. Programming rights

costs include sports and entertainment rights, pass through channel rights (e.g. ESPN, Living Channel, UKTV etc.), movies (including

pay per view movies), streaming and on-demand rights, and music rights. Programming operating costs include production costs

for live sports events, expenses related to satellite and fibre linking, and costs associated with creating original studio productions.

Programming costs increased to $386.1 million on an adjusted basis, up 6.0% on the prior period, primarily due to the impact of

known rights deals previously communicated to the market (such as the NRL and English Premier League) and the impact from

increased sports production costs following the return of some teams to New Zealand after an extended period of being based

offshore due to COVID-19 (such as the Warriors, Breakers and Phoenix).

Subscriber related costs include the costs of servicing and monitoring equipment installed at customers’ homes, indirect

installation costs, the costs of Sky’s customer support services, sales and marketing activities and general administrative costs

associated with managing customer relationships.

76/
Financial commentary (continued)

Subscriber-related costs reduced by 5.8% to $87.8 million on an adjusted basis, through a focus on cost control and increased

efficiency. Sky outsourced a portion of its non-technical customer care team during the second half of the period, to improve

access to additional customer service capacity in a more cost-effective way.

Broadcasting and infrastructure costs are related to the transmission and linking of Sky and Prime content from Sky’s studios to

devices in customers’ homes. This includes both satellite transmission and streaming over IP, as well as other distribution platforms.

Local fibre company input costs for Sky’s Broadband service are also included in this cost line, as well as costs associated with

operating Sky’s studio facilities and providing work environments for employees in Central Auckland, Mt Wellington and Albany

(excluding any lease costs).

Broadcasting and infrastructure costs increased by 9.8% on an adjusted basis, to $77.5 million, largely driven by the rise in input

costs stemming from growth in Sky Broadband and Sky’s streaming products.

Other costs include advertising and overhead costs relating to corporate management of the Group, including consultancy costs.

After adjusting for the impact of costs associated with organisational changes and the removal of RugbyPass, other costs of

$48.8 million were 15.0% lower than the prior period due to reduced consultancy costs.

Depreciation, amortisation and impairment costs include depreciation charges relating to capitalised installation costs, subscriber

equipment for satellite dishes and decoders owned by Sky, fixed assets such as the studio facilities, amortisation of the right-of-use

lease assets created under NZ IFRS 16 and amortisation of computer software and intangible assets. Depreciation of property,

plant and equipment remained relatively flat with the majority relating to capitalised installation costs of broadcast assets as

existing decoders have largely reached the end of their useful lives whilst depreciation on new products only began from 1 March

2023. Amortisation of intangibles decreased as Lightbox intangibles were fully amortised during 2023 and RugbyPass was held as an

asset held for sale meaning depreciation and/or amortisation ceased, and RugbyPass was then subsequently sold to World Rugby in

October 2022. A decrease in depreciation of right-of-use assets was driven by the Optus satellite following a reassessment of lease

term and changes to the payment plan, partially offset by the depreciation of Sky’s Mt Wellington and Central Auckland leased sites.

Depreciation, amortisation, and impairment costs are summarised below:

In NZD millions 20232022

Depreciation of property, plant and equipment

26.6 2 7. 3

Amortisation of Intangibles

20.7 22.2

Deprecation of right-of-use assets

26.8 30.7

Total depreciation, amortisation and impairment

74 . 1 80.2

Finance income and finance expense

Interest income increased to $2.6 million from $0.8 million in the prior year, and finance expense reduced from $6.9 million

to $6.2 million.

Capital Expenditure

Sky’s capital expenditure is summarised as follows:

In NZD millions 20232022

Subscriber equipment

28.71.0

Installation costs

12.011.6

Projects under development

2.014.1

Software

30.013.4

Other

4.74.6

Capital expenditure

7 7. 444.7

Capital expenditure was weighted towards growth focused areas in 2023, in connection with the continued development of the

new Sky Box and Sky Pod products. This includes acquiring sufficient inventory of these new products ahead of deployment to

customers’ homes.

Sky / 2023 Annual Report
/77

IN NZD 000 202320222021 20202019

For the year ended 30 June

Income statement

Total revenue and Other income

7 5 7, 6 1 5752,864724,75474 7, 6 4 6795,126

Total operating expenses

609,107583,848544,377583,395564,958

EBITDA

1

148,508169,016180,377164,251230,168

Depreciation, amortisation and impairment

2

74 , 0 9 880,171106,496119,318131,103

Impairment of goodwill

- 2,000 - 1 7 7, 5 0 0670,000

Interest income

2,639814226161275

Interest expense

5,1105,77211,94116,02013,895

Losses/(gains) on currency and other

1,0421,136(1,179)(2,120)(1,178)

Net profit/(loss) before income tax

70,89780,75163,345(146,306)(583,377)

Balance sheet

Property, plant and equipment, intangibles

and right-of-use assets

192,599180,394215,6212 8 7, 9 6 2213,702

Goodwill

244,264244,264255,245256,312395,331

Total assets

6 9 0 , 174776,850696,9298 3 7, 9 3 6771,353

Interest bearing loans and liabilities

49,31371,71472,321212,513193,662

Working capital

3

4 7, 7 1 121,91823,842(20,386)4,324

Total liabilities

249,568282,357272,928462,966419,785

Total equity

440,606494,493424,0013 74 , 970351,568

Cash flow

Net cash from operating activities

1 1 7, 0 2 1119,638101,1691 5 7, 3 0 0178,026

Net cash (used in)/from investing activities

(71,380)1 7, 8 9 7(38,148)(74,627)(69,780)

Lease repayments

4

(29,109)(32,144)( 3 7, 5 0 3 )(36,901) -

Free cash flow available to shareholders

5

16,532105,39125,51845,772108,246

Capital expenditure

Capital expenditure

71,38044,68345,03256,45876,300

Assets acquired by way of business combination

6

- - 20316,354 -

Assets disposed of in the period

6

(11,000)(34,195)(9,095) - -

60,38010,48836,14072,81276,300

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

(2) The FY23 year includes depreciation on right-of-use assets of $26.8 million (FY22: $30.7 million).

(3) Working capital excludes cash and cash equivalents, current borrowings, 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 FY20 were the only substantial acquisitions in the last five years. RugbyPass was sold on 10 October 2022 for non-cash

consideration (refer note 28). 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.

Financial

Performance Trends

78/
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 2023 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 2023.

The Board of Directors of Sky authorise these consolidated financial statements for issue on 23 August 2023.

For and on behalf of the Board of Directors.

Philip Bowman Keith Smith

Director and Chair Director and Chair of Audit and Risk Committee

Date: 23 August 2023

Directors’ Responsibility

Statement

Sky / 2023 Annual Report
/79

Contents

Financial Statements

Consolidated Income Statement 80

Consolidated Statement of Comprehensive Income 81

Consolidated Balance Sheet 82

Consolidated Statement of Changes in Equity 83

Consolidated Statement of Cash Flows 84

Notes to the Consolidated Financial Statements

Basis of preparation

1. General Information 85

2. Basis of Consolidation 86

3. Significant Accounting Policies and Changes 86

Performance

4. Segment and Revenue Information 88

5. Other Income 90

6. Operating Expenses 90

7. Earnings per Share 91

8. Taxation 92

Working capital

9. Trade and Other Receivables 94

10. Programme Rights Inventory 95

11. Trade and Other Payables and Contract Liabilities 96

Assets

12. Assets Held For Sale 97

13. Property, Plant and Equipment 98

14. Right-of-Use Assets 100

15. Intangible Assets 101

16. Goodwill 102

Funding

17. Borrowings 106

18. Lease Liabilities 107

19. Finance Income and Costs 108

20. Share Capital 109

21. Reserves 109

Financial risk management

22. Derivative Financial Instruments 110

23. Financial Risk Management – Market Risk 112

24. Financial Risk Management – Credit Risk 113

25. Financial Risk Management – Liquidity Risk 113

26. Classification of Financial Instruments 116

Other

27. Provisions 117

28. Business Acquisitions and Disposals 118

29. Related Parties 119

30. Commitments 120

31. Contingent Assets and Liabilities 121

32. Subsequent Events 121

Independent auditor’s report 122

80/
Consolidated

Income Statement

For the year ended 30 June 2023

In NZD 000 Notes30-Jun-2330-Jun-22

Revenue

4754,100 736,111

Other income

53,515 16,753

Expenses

Programming

386,614365,347

Subscriber related costs

90,37693,233

Broadcasting and infrastructure

79,77770,586

Depreciation, amortisation and impairment of assets

674 , 0 9 880,171

Other costs

52,34054,682

Total expenses

683,205664,019

Impairment of goodwill

16 -2,000

Finance income

19 2,639814

Finance expense

19 6,1526,908

Profit before tax

70,89780,751

Income tax expense

8 19,88418,539

Profit for the year

51,01362,212

Attributable to

Equity holders of the Company

750,75462,145

Non-controlling interests

25967

51,01362,212

Earnings per share

Basic and diluted earnings per share (cents)

732.3735.57

Sky / 2023 Annual Report
/81

Consolidated Statement

of Comprehensive Income

For the year ended 30 June 2023

In NZD 000 30-Jun-2330-Jun-22

Profit for the year

51,01362,212

Items that may be reclassified to profit or loss

Exchange difference on translation of foreign operations

(247)318

Deferred hedging gains transferred to operating expenses during the year

1,65112,785

Income tax effect

(462)(3,580)

Net other comprehensive income to be reclassified to profit or loss, net of income tax

9429,523

Items that may not be reclassified to profit or loss

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

(12,786)(1,535)

Income tax effect

3,579430

Net other comprehensive loss not being reclassified to profit or loss, net of income tax

(9,207)(1,105)

Total comprehensive profit for the year

42 ,74 870,630

Attributable to:

Equity holders of the Company

42,48970,563

Non-controlling interest

25967

42 ,74 870,630

82/
Consolidated

Balance Sheet

As at 30 June 2023

In NZD 000 Notes30-Jun-2330-Jun-22

Current assets

Cash and cash equivalents

56,051138,916

Trade and other receivables

952,12355,359

Programme rights inventory

10134,812121,407

Derivative financial instruments

225,23414,345

248,220330,027

Non-current assets

Property, plant and equipment

1391,91871,393

Right-of-use assets

1439,3995 7, 3 0 1

Intangible assets

1561,28251,700

Deferred tax asset

83,6174,919

Goodwill

16244,264244,264

Derivative financial instruments

221 , 4744,464

441,954434,041

Assets held for sale

12 -12,782

Total assets

6 9 0, 174776,850

Current liabilities

Interest bearing loans and borrowings

17 -1,035

Lease liabilities

18 25,66531,244

Trade and other payables

11 134,367151,711

Contract liabilities

11 5 7, 5 3 252,505

Income tax payable

4,8573,306

Derivative financial instruments

22 2,201-

224,622239,801

Non-current liabilities

Lease liabilities

18 23,64839,435

Trade and other payables

11 6011,146

Derivative financial instruments

22 697-

24,94640,581

Liabilities associated with assets held for sale

12 -1,975

Total liabilities

249,568282,357

Equity

Share capital

20 693,720768,766

Reserves

21 1,1889,453

Retained deficit

(255,728)(284,995)

Total equity attributable to equity holders of the Company

439,180493,224

Non-controlling interest

1,4261,269

Total equity

440,606494,493

Total equity and liabilities

6 9 0, 174776,850

Philip Bowman Keith Smith

Director and Chair Director and Chair of Audit and Risk Committee

For and on behalf of the Board 23 August 2023.

Sky / 2023 Annual Report
/83

Consolidated Statement

of Changes in Equity

For the year ended 30 June 2023

In NZD 000 Notes

Attributable to owners of the parent

Non-

controlling

interestTotal equity

Share

capitalReserves

Retained

deficitTotal

For the year ended 30 June 2023

Balance at 1 July 2022

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

Net profit for the year

--50,75450,75425951,013

Exchange difference on translation

of foreign operations

-(247)-(247)-(247)

Cash flow hedges, net of tax

21-(8,018)-(8,018)-(8,018)

Total comprehensive income for the year

-(8,265)50,75442,48925942 ,74 8

Transactions with owners in their capacity

as owners

Share capital returned

1

20(69,876)--(69,876)-(69,876)

Share Buyback

2

20(4,490)--(4,490)-(4,490)

Transaction costs

20(680)--(680)-(680)

Dividend paid

3

--(21,487)(21,487)(102)(21,589)

Supplementary dividends

--(1,727)(1,727)-(1,727)

Foreign investor tax credits

--1,7271,727-1,727

(75,046)-(21,487)(96,533)(102)(96,635)

Balance at 30 June 2023

693,7201,188(255,728)439,1801,426440,606

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

-8,41862,14570,5636770,630

Transactions with owners in their capacity

as owners

Dividend paid

----(138)(138)

----(138)(138)

Balance at 30 June 2022

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

(1) Sky implemented a capital return of $69.9 million on 21 November 2022, with 1 ordinary share for every 6 ordinary shares held by shareholders on 21 November 2022

cancelled.

(2) On 31 March 2023 Sky commenced an on market share buyback (refer note 20). The buyback programme may run for up to 12 months to 31 March 2024, and the

Company will acquire shares through the NZX and ASX at the prevailing market price from time to time in that period. At 30 June 2023 1,720,695 shares had been

acquired at an average price of $2.61 and a total consideration of $4,490,000.

(3) Sky paid dividends of 7.3 cents per ordinary share on 23 September 2022 and 6.0 cents per ordinary share on 24 March 2023.

84/
Consolidated Statement

of Cash Flows

For the year ended 30 June 2023

In NZD 000 Notes30-Jun-2330-Jun-22

Cash flows from operating activities

Profit before tax

70,89780,751

Adjustments for:

Depreciation and amortisation

674 , 0 9 880,171

Impairment of goodwill

16-2,000

Impairment of programme rights

10-1,152

Unrealised foreign exchange loss

193,055618

Interest expense

195,1105,772

Interest income

19(2,639)(814)

Bad debts and movement in provision for loss allowance

61,3511,291

Other non-cash items

(1,108)(798)

Movement in working capital items:

Decrease in receivables

1,885229

Decrease in payables

(18,383)(3,759)

Increase in programme rights

(4 , 5 74)(19,517)

Cash generated from operations

129,6921 47, 0 9 6

Interest paid

(5,085)(5,547)

Interest received

2,639814

Bank facility fees paid

(25)(225)

Income tax paid

(10,200)(22,500)

Net cash from operating activities

1 17, 0 2 1119,638

Cash flows from investing activities

Acquisition of property, plant, and equipment

13(42,010)(19,812)

Acquisition of intangibles

15(29,370)(24,871)

Proceeds from disposal of Mt Wellington properties

13-55,580

Proceeds from disposal of OSB business

-7,000

Net cash (used in)/from investing activities

(71,380)17, 8 9 7

Cash flows from financing activities

Capital returned to shareholders

20(69,876)-

Acquisition of ordinary shares through on-market share buyback

20(4,490)-

Transactions costs incurred

20(680)-

Repayment of other borrowings

17(1,035)(1,137)

Payments for lease liability principal

18(29,109)(32,144)

Dividend paid to minority shareholders

(102)(138)

Dividends paid

(23,214)-

Net cash used in financing activities

(128,506)(33,419)

Net (decrease)/increase in cash and cash equivalents

(82,865)104,116

Cash and cash equivalents at beginning of year

138,91634,800

Cash and cash equivalents at end of year

56,051138,916

Sky / 2023 Annual Report
/85

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 2023 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 23 August 2023.

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-23Jun-22

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

2

Content generation,

subscriptions and marketing

IrelandSky Investment

Holdings Limited

-100.00%

Lightbox New Zealand LimitedStreaming servicesNew ZealandSky

100.00%100.00%

Sports Analytics Pty Limited

(acquired 1 January 2021)

1

Data analytics for sportsSouth AfricaSky Investment

Holdings Limited

81.00%81.00%

RugbyPass UK Limited

(incorporated 26 Jan 2021)

2

Management servicesUnited KingdomSky Investment

Holdings Limited

-100.00%

(1) In April 2023, Sports Analytics (Pty) Limited commenced a Business Rescue Process, a statutory procedure under South African Law, which facilitates the winding

up of company structures, which is still in progress at 30 June 2023.

(2) On 10th October 2022 Sky completed an agreement with World Rugby to sell the shares of RugbyPass Limited and RugbyPass UK Limited (The RugbyPass Entities)

for $11.0 million (refer note 28).

Notes to the Consolidated

Financial Statements

For the year ended 30 June 2023

86/
Notes to the Consolidated Financial Statements (continued)

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

Significant accounting judgements, estimates and assumptions

In the application of the Group’s accounting policies the directors are required to make judgements, estimates and assumptions

about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated

assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from

these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in

the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods

if the revision affects both current and future periods.

The table below lists areas of key estimates and judgements:

Key estimates and judgementsNote

Agent versus principal revenue recognition4. Segment and Revenue Information

Revenue recognition for new Sky Box and Sky Pod4. Segment and Revenue Information

Unused tax losses8. Taxation

Estimated life of technical assets13. Property, Plant and Equipment

Impairment testing of definite useful life intangible assets15. Intangible Assets

Assumptions underlying annual goodwill impairment assessment16. Goodwill

Determining the lease term18. Lease Liabilities

Transmission lease reassessment18. Lease Liabilities

Sky / 2023 Annual Report
/87

Significant Accounting Policies and Critical Judgements and Estimates (continued)

Significant 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 2022. The Group has not early adopted any

standard, interpretation or amendment that has been issued but is not yet effective.

The significant accounting policies which are pervasive throughout the financial statements are set out below. Other significant

accounting policies which are specific to transactions or balances are disclosed within the note to which they relate.

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.

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.

Going concern

The Group’s consolidated financial statements have been prepared on a going concern basis, which assumes that the Group

will continue to be able to meet its liabilities as they fall due for the foreseeable future.

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 the foreseeable future from the time of approving the consolidated financial statements, after taking

into consideration the current trading results and the fact that the Group has available cash of $56.1 million and an undrawn

banking facility of $150 million at 30 June 2023 (refer note 17).

Environmental, Social and Governance (ESG) reporting

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

to ESG matters, on an annual basis. Sky’s initial high level assessment of exposure to climate related risk has been captured within

the company’s detailed risk assessment framework, with climate related risks broadly contained within the principal risk areas

of legislative and regulatory compliance and adverse natural events. The Group is undertaking a thorough review to document

the key physical and transitional risks (and opportunities) associated with climate change and complete scenario analysis to

understand the short, medium and longer term implications, including financial implications, for Sky’s business. The directors

and management consider that the potential financial impact from near term physical and transitional risks arising from climate

change is unlikely to be significant to Sky’s business. The Group is working towards publishing its first climate disclosure under

New Zealand’s Climate Related Disclosure (CRD) framework. That work is ongoing and has not resulted in significant changes

to the judgements made to date.

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 guidance published by IFRIC.

New accounting interpretations applicable to the Group

In May 2023 XRB released an amendment to paragraph 139U within NZ IAS 1 Presentation of Financial Statements.

The amendment applies to the reporting and classification of liabilities containing covenants. As the Group has no liabilities

containing covenants, the amendment has not been early adopted.

88/
Notes to the Consolidated Financial Statements (continued)

4. Segment and Revenue Information

In NZD 000 30-Jun-2330-Jun-22

Sky Box subscriptions

509,771514,029

Broadband subscriptions

19,6238,782

Streaming subscriptions

1 0 3 , 17493,266

Commercial revenue

53,4654 7, 3 7 9

Advertising

48,08747,592

Other revenue

19,98025,063

754,100736,111

Description of revenue streams

The Group has several revenue streams within its operating business segment which include the following:

Sky Box revenue: This includes all revenue related to Sky’s subscription services for its Sky Box customers. Subscription fees are

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

renewals thereafter. Early termination fees apply to 12 month contracted customers only. Subscription revenue is recognised over

the period to which the subscription relates.

During the second half of the year, the new Sky Box was launched and offered to new and existing customers. The Sky Pod was also

launched and offered to those customers previously using Vodafone TV (which ceased at the end of March 2023). As Sky continues

to own the Sky Box and Sky Pod hardware over the subscription period, customers are required to pay a non-refundable, upfront

access fee, or they can choose to pay the access fee monthly in order to access the subscription services. The upfront access fee

is recognised on a straight-line basis over the customer’s deemed contract period, and the monthly fee is recognised on a monthly

basis as invoiced.

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). Contract liabilities also include the portion of one-off upfront fees whereby

the customer’s deemed contract period has not been completed.

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 (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.

• Cost 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 and Sky Sport Now. This revenue is recognised over time based on the timing of the services provided. Contracts vary in

length, including daily, weekly, monthly, annually and are payable in advance. Retransmission revenue was billed in arrears 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 customer’s 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 at a point in time when the advertisement is screened. Contract terms and rates vary depending

on the customer and services provided. Customers are billed monthly in arrears.

Other revenue: This includes revenue from installation services, transmission services, and various other non-subscriber related

revenue. This revenue is recognised 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.

Sky / 2023 Annual Report
/89

Segment and Revenue Information (continued)

Key estimates and judgements

Agent versus principal revenue recognition

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; such judgements impact the amount of reported revenue and operating flows.

New Sky Box and Sky Pod revenue recognition

The following are the key judgements in determining how to recognise revenue:

• Predetermined use – both devices have a predetermined use governed by Sky which supports the fact that the contract

arrangements for use of the new Sky Box or Sky Pod do not constitute a lease arrangement.

• Customer contract terms – judgement has been applied in determining each customer’s contract term which becomes

the period over which the access fee is recognised.

• Existing customers on rolling monthly contracts – do not gain a material right from obtaining a new Sky Box following

payment of the upfront access fee. If they were to gain a material right, then this would require consideration in determining

the customer contract term.

Sky operates in a single operating segment comprising the provision of sport, entertainment media and telecommunication

services in New Zealand. This operating segment is reported in a manner consistent with the internal reporting 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 segment.

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

& Sky Pod

subscriptions

Broadband

subscriptions

Streaming

subscriptions

Commercial

revenueAdvertising

Other

revenue

Total revenue

from contracts

with customers

For the year ended 30 June 2023

Revenue from customers

509,77119,6231 0 3 , 17453,46548,08719,980754,100

Total revenue

509,77119,62310 3 , 17453,46548,08719,980754,100

Timing of revenue recognition

At a point in time

4,507162--48,0879,65562,411

Over time

505,26419,4611 0 3 , 17453,465-10,325691,689

509,77119,62310 3 , 17453,46548,08719,980754,100

For the year ended 30 June 2022

Revenue from customers

514,0298,78293,2664 7, 3 7 947,59225,063736,111

Total revenue

514,0298,78293,26647, 3 7 947,59225,063736,111

Timing of revenue recognition

At a point in time

5,195366--47,5927, 4 6 760,620

Over time

508,8348,41693,2664 7, 3 7 9-1 7, 5 9 6675,491

514,0298,78293,26647, 3 7 947,59225,063736,111

90/
Notes to the Consolidated Financial Statements (continued)

5. Other Income

Other income includes:

In NZD 000 Note30-Jun-2330-Jun-22

Government grant R&D tax credits

1,2191,972

Gain on sale of Mt Wellington properties

1

13-13,981

Other

2,296800

3,51516,753

(1) The prior year includes $6.1 million gain on sale relating to the sale and leaseback of the Group’s 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 not related to revenue from contracts with customers (which is required to be disclosed separately, refer note 4),

and primarily includes Government grant R&D tax credits, investment income and gains on the disposal of assets.

6. Operating Expenses

Profit before tax includes the following separate expenses:

In NZD 000 Notes30-Jun-2330-Jun-22

Depreciation, amortisation and impairment

Depreciation and impairment of property, plant and equipment

1

13 26,623 27,276

Amortisation of intangibles

15 20,654 22,181

Depreciation of right-of-use assets

14 26,821 30,714

Impairment of goodwill

16- 2,000

Total depreciation, amortisation and impairment

74 ,0 9 8 82,171

Credit loss

Movement in provision

(923) 316

Net write-off

2 , 2 74 975

Total credit loss

9 1,351 1,291

Audit and review of financial statements

2

859 661

Non-audit assurance services provided by principal auditors

Non-audit assurance engagement in relation to the Telecommunications Development Levy

13 9

Non-audit non-assurance services provided by principal auditors

Agreed upon procedures in relation to the Broadcasting Standards Authority Levy

10 9

Director fee benchmarking

17-

Chief Executive Officer and executive remuneration benchmarking

35 -

Total fees to external auditors

934 679

Employee costs

3

76,620 75,294

KiwiSaver employer contributions

2,275 2,280

Donations

4

260 84

Operating lease and rental expenses

1,069 941

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

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

(3) Employee costs include $3.9m of redundancy expenses and operating expenses include $2.9m of other consultancy and one-off costs related to the organisational

changes announced on 29 March 2023.

(4) Sky partnered with New Zealand Rugby in 2023 to support the New Zealand Red Cross Disaster Relief Fund, set up to respond to the devastation caused by Cyclone

Gabrielle. $250,000 was donated to assist communities affected by the Cyclone.

Sky / 2023 Annual Report
/91

Operating Expenses (continued)

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

These entitlements represent present obligations resulting from employee services provided up to the reporting date and

are 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

Basic and diluted earnings per share

30-Jun-2330-Jun-22

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

50,75462,145

Weighted average number of ordinary shares on issue (thousands)

156,778174 , 6 8 8

Basic and diluted earnings per share (cents)

32.3735.57

Issued ordinary shares at the beginning of the year

174 , 6 8 8 , 3 2 3174 , 6 8 8 , 3 2 3

Ordinary shares cancelled

1

(29,115,132)-

Ordinary share buyback

2

(1,720,695)-

Total number of shares on issue

143,852,496174 , 6 8 8 , 3 2 3

Weighted average number of ordinary shares on issue

156,778,235174,688,323

(1) On 21 November 2022 Sky cancelled 29,115,000 ordinary shares as part of a capital return (refer note 20).

(2) On 31 March 2023 Sky commenced an on market share buyback (refer note 20). The buyback programme may run for up to 12 months to 31 March 2024 and the

Company will acquire shares through the NZX and ASX at the prevailing market price from time to time in that period. At 30 June 2023 1,720,695 shares had been

acquired at an average price of $2.61 and a total consideration of $4,490,000.

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

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.

3

1. Operating Expenses

92/
Notes to the Consolidated Financial Statements (continued)

8. Taxation

Income tax expense

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

In NZD 000 30-Jun-2330-Jun-22

Profit before tax

70,89780,751

Prima facie tax expense at 28%

19,85122,610

Non-assessable income

(1,004)(6,652)

Non-deductible expenses

1,3771,984

Prior year adjustment

489(644)

Recognise tax losses previously not recognised

(1,497)-

Tax loss not recognised

298614

Effect of foreign tax rates

370627

Income tax expense

19,88418,539

Allocated between:

Current tax

15,46520,124

Deferred tax

4,419(1,585)

Income tax expense

19,884 18,539

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 000 30-Jun-2330-Jun-22

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

200,733 189,788

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.

Sky / 2023 Annual Report
/93

1. Taxation

Taxation (continued)

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 000 Fixed assets

Leased

assetsOther

Recognised

directly in

equityTotal

For the year ended 30 June 2023

At 1 July 2022

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

NZ IFRS 9 hedging adjustment recognised through

other comprehensive income

---3,1173,117

Recognise tax losses previously not recognised

--1,497-1,497

Prior period adjustments recognised

(518)-(353)-(871)

Credited/(charged) to profit and loss

(2,691)(964)(1,390)-(5,045)

Balance at 30 June 2023

(2,488)2,7753,791(461)3,617

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

---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

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.

During FY23, the Group recognised $5,347,000 ($1,497,000 tax effected) of previously unrecognised tax losses from Sky

Network Services Limited (previously Igloo Limited) based on management’s estimates of customer base and profitability

of the entity in the next three to five years. There are a further $5,672,000 ($1,588,000 tax effected) of unrecognised losses

remaining in this entity (30 June 2022: $11,850,000 ($3,318,000 tax effected)). These tax losses will be carried forward for

use against future taxable profits of the entity subject to meeting the requirements of the income tax legislation, including

shareholder continuity.

94/
Notes to the Consolidated Financial Statements (continued)

9. Trade and Other Receivables

In NZD 000 Note30-Jun-2330-Jun-22

Trade receivables

33,443 35,416

Less provision for loss allowance

(665) (1,588)

Trade receivables – net

32,778 33,828

Other receivables

9,956 11,966

Prepaid expenses

9,389 9,565

Balance at end of year

52,123 55,359

Deduct receivables not classified as financial assets

1

(12,796)(11,945)

Financial instruments

2639,32743,414

(1) Receivable 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 2023 is as follows:

In NZD 000

30-Jun-2330-Jun-22

Gross ImpairmentGross Impairment

Residential subscribers

21,018(493)22,408(1,072)

Commercial subscribers

4,864(39)4,783(176)

Wholesale customers

832-1,345-

Advertising

3,795-4,731(7)

Other

2,934(133)2,149(333)

33,443(665)35,416(1,588)

As at 30 June 2023, the ageing analysis of trade receivables is as follows:

In NZD 000

30-Jun-2330-Jun-22

Expected

loss rate

Gross

carrying

amount

Loss

allowance

Expected

loss rate

Gross

carrying

amount

Loss

allowance

Not past due

0.2 % 29,512 72 0.2 % 28,999 72

Past due 0-30 days

2.6 %2,794723.1%3,397107

Past due 31-60 days

7. 3 %464347. 5 %1,30297

Past due 61-90 days

5 0.1%3611814 2.0 %638268

Greater than 90 days

9 8.1%3123069 6.8 %1,0801,044

33,44366535,4161,588

(1) The differences in the expected loss rates reflect variations in the composition of trade receivables year on year.

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

In NZD 000 Note30-Jun-2330-Jun-22

Opening balance

1,588 1,272

Charged during the year

6 1,351 1,291

Utilised during the year

(2 , 2 74) (975)

Closing balance

665 1,588

11

Sky / 2023 Annual Report
/95

Trade and Other Receivables (continued)

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 $1.0 million (30 June 2022: $1.1 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.

10. Programme Rights Inventory

In NZD 000 30-Jun-2330-Jun-22

Opening balance

121,407103,154

Acquired during the year

343,365329,888

Written off during the year

-(1,152)

Charged to programming expenses

(329,960)(310,483)

Balance at end of year

134,812121,407

Programme rights 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 inventory 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 30).

The cost of television programme inventory 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 and 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 – 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 – the cost 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.

1. Trade and Other Receivables

96/
Notes to the Consolidated Financial Statements (continued)

11. Trade and Other Payables and Contract Liabilities

In NZD 000 Notes30-Jun-2330-Jun-22

Trade payables

90,108 100,682

Employee entitlements

8,331 9,412

Tax payables

4,548 5,465

Accruals

30,798 3 4 ,74 6

Provisions

27 1,183 2,552

Balance at end of year

134,968 152,857

Current

134,367 151,711

Two to five years

601 1,146

134,968 152,857

Less

Payables not classified as financial instruments

1

(14,062)(17,429)

Financial instruments

25120,906135,428

(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.

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 000 30-Jun-2330-Jun-22

Deferred revenue

5 7, 5 3 2 52,505

Contract liabilities of $52,505,000 were released into revenue during the year ended 30 June 2023 (30 June 2022: $52,267,000).

Contract liabilities are not classified as financial instruments.

Contract liabilities are payments received from customers in advance and are recognised in revenue over the service period.

Sky invoices customers in advance for both residential and commercial subscriptions. Contract liabilities recognised at the end

of the financial year are recognised as revenue in the following year.

Sky / 2023 Annual Report
/97

12. Assets Held For Sale

In May 2022, the Group commenced negotiations to sell the RugbyPass business for non-cash consideration of $11.0 million to

Rugby World Cup Ltd as part of a wide ranging multi-year partnership. Those negotiations were completed on 10 October 2022

(refer note 28).

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

Assets classified as held for sale are reported at their book value, there are no assets held for sale at 30 June 2023.

In NZD 000 Notes30-Jun-2330-Jun-22

Assets

Trade and other receivables

9- 1,737

Other intangible assets

15- 2,064

Goodwill

16- 8,981

Assets held for sale

- 12,782

Liabilities

Trade and other payables

- 1,612

Deferred tax liability

- 363

Liabilities associated with assets held for sale

- 1,975

98/
Notes to the Consolidated Financial Statements (continued)

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

developmentTotal

For the year ended 30 June 2023

Cost

Balance at 1 July 2022

10,278111,915246,686239,37076,4852,9786 8 7, 7 1 2

Transfer between categories

7961,616510- 1,110(4,032)-

Additions

1,2

1,5871,03128,65912,0341,9051,9444 7, 1 6 0

Disposals

- (14,043)(22,405)(1 9 ,74 2)(4,845)-(61,035)

Balance at 30 June 2023

12,661100,519253,450231,66274 ,6 5 5890673,837

Accumulated depreciation

Balance at 1 July 2022

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

Depreciation for the year (note 6)

7382,4143,20113,9686,302-26,623

Disposals

- (14,032)(22,405)(1 9 ,74 2)(4,844)-(61,023)

Balance at 30 June 2023

4,59293,221221,985200,87661,245-581,919

Net book value at 30 June 2023

8,0697, 2 9 831,46530,78613,41089091,918

For the year ended 30 June 2022

Cost

Balance at 1 July 2021

43,799110,718254,055245,1787 7, 8 2 71,666733,243

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

10,278111,915246,686239,37076,4852,9786 8 7,71 2

Accumulated depreciation

Balance at 1 July 2021

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

Depreciation for the year (note 6)

7252,3341,78515,9306,502-27,276

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, 0 7 65,49732,72016,6982,97871,393

(1) Additions to Decoders and associated equipment includes purchase of New Sky Box, Pod and Broadband equipment.

(2) Total additions of $47,160,00 include creditor accruals of $5,150,00 which are excluded from the $42,020,00 disclosed as acquisition of PPE in the Consolidated

Statement of Cash flows.

Land, buildings, and leasehold improvements at 30 June 2023 includes land with a cost of $1,600,000 (30 June 2022: $1,600,000).

Depreciation related to broadcasting assets (including decoders and capitalised installation costs) of $19,583,000 (30 June 2022:

$20,049,000) accounts for the majority of the total depreciation charge.

Disposals include the removal of both the cost and accumulated depreciation of fully depreciated assets that are no longer utilised

by the Group.

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 of $13.5 million of which $6.1 million was recognised in other income in the prior period.

The unrecognised $7.4 million portion of the gain 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 of $7.8 million which was recognised

as other income in the prior period.

Sky / 2023 Annual Report
/99

Property, Plant and Equipment (continued)

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 $225,000 of capitalised labour costs (30 June 2022: $234,000).

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 4-6 years

Other plant and equipment 3-10 years

Capitalised installation costs 5 years

Depreciation commences when the property, plant and equipment is considered available for use.

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.

Management has assessed the estimated useful life of the new Sky Box and Sky Pod launched in the second half of the year

to be 6 years. This customer equipment is disclosed as decoders and associated equipment.

100/
Notes to the Consolidated Financial Statements (continued)

14. Right-of-Use Assets

In NZD 000 TransmissionPropertyEquipmentMotor VehiclesTotal

Right-of-use assets

Balance at 1 July 2022

28,53016,15412,581365 7, 3 0 1

Additions

--3,0063,006

Lease modification/reassessment

1

6,413(782)288(61)5,858

Terminations

---5555

Depreciation

(17,223)(2,600)(6,970)(28)(26,821)

Balance at 30 June 2023

17,7 2 012,7728,905239,399

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, 3 0 1

(1) On 1 April 2023 the Group performed a reassessment of its current satellite lease which led to a change in payments profile and a change to the current lease term,

which impacted the Transmission right-of-use asset (refer note 18).

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.

Sky / 2023 Annual Report
/101

15. Intangible Assets

In NZD 000 NotesSoftwareOther intangibles

Projects under

developmentTotal

For the year ended 30 June 2023

Cost

Balance at 1 July 2022

2 0 7, 4 3 62,9211 1 , 6 74222,031

Transfer from projects under development

9,192-(9,192)-

Additions

1

29,918-31830,236

Disposals

(6,560)--(6,560)

Balance at 30 June 2023

239,9862,9212,800245,707

Accumulated amortisation

Balance at 1 July 2022

167,4842,847-170,331

Amortisation for the year

20,58074-20,654

Disposals

(6,560)--(6,560)

Balance at 30 June 2023

181,5042,921-184,425

Net book value at 30 June 2023

58,482-2,80061,282

For the year ended 30 June 2022

Cost

Balance at 1 July 2021

198,9847, 2 8 31,6482 0 7, 9 1 5

Transfer from projects under development

1,476-(1,476)-

Additions

13,369-11,50224,871

Disposals

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

Assets held for sale

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

Balance at 30 June 2022

2 0 7, 4 3 62,92111 ,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

1 6 7, 4 8 42,847-170,331

Net book value at 30 June 2022

39,9527411 ,67451,700

(1) Total additions of $30,236,000 include creditor accruals of $866,000 which are excluded from the $29,370,000 disclosed as acquisition of intangibles in the

Consolidated Statement of Cash flows.

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 capitalised labour costs of $13,393,000 (30 June 2022: $5,650,000) and no interest was capitalised.

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

configuration 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). Customisation and configuration 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.

102/
Notes to the Consolidated Financial Statements (continued)

Intangible Assets (continued)

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.

16. Goodwill

In NZD 000 Notes30-Jun-2330-Jun-22

Opening balance

244,264255,245

Transfer to held for sale

12-(8,981)

Impairment

6-(2,000)

Closing balance

244,264 244,264

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 was reported as a separate CGU, albeit it continued to be included as part

of the Group’s single reportable segment. In separating out the RugbyPass CGU from the remainder of the Group, all of the

RugbyPass goodwill of $38.5 million was allocated to the RugbyPass CGU as it was management’s view that the existing

Sky business had not received any material synergy benefits from the acquisition of RugbyPass. The RugbyPass goodwill

was subsequently impaired by $27.5 million at 30 June 2020. At 30 June 2022 the remaining goodwill was further impaired

by $2.0 million, and RugbyPass was recorded as an asset held for sale. The RugbyPass business, including the remaining

$9.0 million of goodwill associated with the operation, was subsequently disposed of on 10 October 2022. Following the

disposal, the Group was reduced to a single CGU (the Sky CGU).

In performing impairment testing, if the carrying values exceed the recoverable amounts for the CGU, then the goodwill is

considered to be impaired and an impairment expense is recognised in the income statement. The recoverable amount of the

Sky CGU for the year ended 30 June 2023 has been determined based on fair value less cost of disposal calculation using the

discounted cash flow (DCF) model. For the year ended 30 June 2023 management has utilised the same valuation approach

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 calculation includes 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 amount for the Sky CGU.

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.

1. Intangible Assets

Sky / 2023 Annual Report
/103

Goodwill (continued)

Cash flows over the forecast period (FY24 to FY28)

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 June 2023.

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 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; and

• 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 2022, the goodwill impairment test model reflects any changes in the business since that

time, as well as areas where there has been a shift in focus such as:

• the trading performance for the year ended 30 June 2023;

• further high growth in streaming revenues on the back of securing long term partnerships such as Warner Bros. Discovery

(incl. HBO), The Premier League and Formula One.

• Sky Box stabilisation delayed reflecting the economic uncertainty impacting household spend and delayed timing of the launch

of the new Sky Box and Pod products;

• 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

such as Warner Bros. Discovery (incl. HBO), The Premier League and Formula One) and revised assumptions around content

renewals in the future; and

• other structural changes, including the offshoring of certain programming operations, customer care and technology functions.

Valuation approach

For the year ended 30 June 2023, management has utilised the same valuation approach used in the prior year, other than

refreshing the discount rate and reconfirming the terminal growth rate based on independent expert advice and adopted a revised

five-year plan scenario (referred to as the Goodwill impairment case, which was approved by the Board on 20 June 2023), and

removal of the RugbyPass CGU following the sale of that business on 10 October 2022.

Key cash flow assumptions include the following:

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 Sky Box and Pod, initiatives focused on customer retention and loyalty, and for streaming, continued growth with Neon

and Sky Sport Now having secured and/or renewed key content such as Warner Bros. Discovery (incl. HBO), The Premier League

and Formula One.

Broadband revenues reflect continued growth following the launch of the business 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.

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. 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 is forecast with reference to revenue consistent with historical trends and the changing nature of the Group’s

asset base, and specifically growth capital expenditure associated with the roll-out of the new Sky Box and Pod products, as well

as one-off capital expenditure associated with satellite mitigation.

1. Goodwill

104/
Notes to the Consolidated Financial Statements (continued)

Goodwill (continued)

Discount rates and terminal growth rates

The terminal growth rate and discount rate used in the 30 June 2023 impairment assessment calculations (and the equivalent

assumptions for 30 June 2022) are detailed below. Costs of disposal are assumed to be 1% (30 June 2022: 1%) of the enterprise value.

30-Jun-2330-Jun-22

Sky CGUSky CGURugbyPass CGU

Terminal growth rate

2.0%2.0%N/a

Discount rate (post-tax)

1 1 .1%10.6%N/a

Discount rate (pre-tax)

15.4%14.7%N/a

The 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 any decline of residential Sky Box revenues. Any risks of not achieving long term growth

rate have been adequately factored into the discount rate.

The discount rate represents the current assessment of the risks specific to the Sky 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 Sky and is derived

from its weighted average costs of capital (WACC).

The terminal growth rate and discount rate have been sourced from independent expert advice, and are based on prevailing

economic, market and other conditions, which can change significantly over relatively short periods of time. Recent interest rate

volatility and the current economic outlook have created increased uncertainty with respect to the valuation of the business.

Recognising these factors, the valuation outcomes arrived at may be more susceptible to change than would normally be the case.

Conclusion

Management and the directors have assessed the recoverable amount for the Sky CGU, and also considered whether there are any

events or changes in circumstances that may indicate impairment and have concluded that no such indicators of impairment exist.

In NZD 000 Notes

30-Jun-2330-Jun-22

Sky CGUSky CGURugbyPass CGU

Opening balance

244,264 244,264 10,981

Impairment

--(2,000)

Transfer to assets held for sale

12--(8,981)

Closing balance

244,264 244,264 -

Sensitivities

The recent launch of the new Sky Box and Pod 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, subscriber numbers

and ARPU could give rise to impairment of goodwill.

The key forecast cash flow assumptions 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.

1. Goodwill

Sky / 2023 Annual Report
/105

Goodwill (continued)

Expected impact on CGU recoverable amount

Sensitivity Upside $millionDownside $million

Sky CGU

Residential Sky box revenues+/-10% change to subscribers

1

242.6 (242.6)

+/-10% change to ARPU

1

252.4 (252.4)

Streaming revenues+/-10% change to subscribers

9 7. 1 (97.1)

+/-10% change to ARPU

9 7. 4 (97.4)

Sky CGU costs+/-10% change to programming cost renewals

1

225.7 (225.7)

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

68.9 (68.9)

DCF assumptions+/-1% change to discount rate

89.7 (71.8)

+/-1% change to terminal growth rate

65.1(52.2)

(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 (10.1)%, Sky Box ARPU (10)%, and programming costs renewals 10.8%. 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 2023 was $2.44 equating to a market capitalisation of $351 million, and the share price on the day

the financial statements were signed was $2.52 equating to a market capitalisation of $363 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 2023 was $441 million ($3.07 per share). Based on the fair value less cost of disposal valuation method there are no

indicators that the goodwill balance at 30 June 2023 is impaired.

1. Goodwill

106/
Notes to the Consolidated Financial Statements (continued)

17. Borrowings

In NZD 000

30-Jun-2330-Jun-22

CurrentNon-currentTotalCurrentNon-currentTotal

Borrowings

1

--- 1,035 - 1,035

--- 1,035 - 1,035

(1) Borrowings include third party loans only.

Bank loans

The Group has a revolving credit bank facility of $150 million expiring 31 July 2025 from a syndicate of banks comprising

Bank of New Zealand, Commonwealth Bank of Australia, and Westpac New Zealand Limited.

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, Sky Network Services Limited and Sky Investment

Holdings Limited;

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

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 2023 financial year and no breaches are anticipated within the next

12 months.

Bank overdrafts of $771,000 (30 June 2022; $825,000) have been set off against cash balances.

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.

Changes in liabilities arising from financing activities

In NZD 000 1 July 2022AdditionsRepaymentFeesReclass

Other

movements

30 June

2023

Current liabilities

Third party loan

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

Lease liabilities

31,244---(5,563)(16)25,665

Non-current liabilities

Lease liabilities

39,4353,103(29,109)- 5,563 4,65623,648

71,7143,103(30,144)--4,64049,313

In NZD 000 1 July 2021AdditionsRepaymentFeesReclass

Other

movements

30 June

2022

Current liabilities

Third party loan

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

Lease liabilities

3 9 , 074---( 7, 8 3 0 )-31,244

Non-current liabilities

Third party loan

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

Lease liabilities

31,07533,068(32,144)-7, 8 3 0(394)39,435

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

(1) Other movements include exchange differences, changes in fair value and satellite lease reassessment (refer note 18).

1

1

Sky / 2023 Annual Report
/107

18. Lease Liabilities

This note provides information for leases where the Group is a lessee.

In NZD 000 TransmissionPropertyEquipmentMotor vehiclesTotal

For the year ended 30 June 2023

Balance at 1 July 2022

33,95823,89412,7893870,679

Additions for the period

-933,010-3,103

Lease modifications/reassessments

1

4,801(782)28894,316

Terminations

---(16)(16)

Add interest for period

9391,3284692,736

Less repayments

(20,388)(4,120)(7,308)(29)(31,845)

Foreign currency revaluation

200-140-340

Balance at 30 June 2023

19,51020,4139,388249,313

Current

16,6522,8466,165225,665

Two to five years

2,8589,5223,223-15,603

More than five years

-8,045--8,045

Balance at 30 June 2023

19,51020,4139,388249,313

In NZD 000 TransmissionPropertyEquipmentMotor vehiclesTotal

For the year ended 30 June 2022

Balance at 1 July 2021

58,1464,0157, 8 7 910970,149

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, 1 9 0 )(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 2022

33,95823,89412,7893870,679

(1) On 1 April 2023 the Group performed a reassessment of its current satellite lease which led to a change in payments profile and a change to the current lease term,

which impacted the transmission lease liability.

Short term lease costs included in expenses in the consolidated statement of comprehensive income are $2,365,000 (30 June 2022:

$3,715,000). No leases were terminated or assigned to other parties during the period or in the prior period.

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.

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.

108/
Notes to the Consolidated Financial Statements (continued)

Lease Liabilities (continued)

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.

In the prior period 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.

Reassessment of transmission lease

During the year the Group entered into renegotiations for the satellite transmission services. The negotiations resulted in an

extension in the term of the current lease from December 2023 to August 2024 reflecting the present value of the lease liability

based on the appropriate discount rate and agreed payment terms. These changes are reflected in the Transmission Lease

liability in the table above and also in the Right-of-use Asset (refer note 14). The directors are comfortable that Sky continues

to have access to satellite transmission services required in order to deliver content to its customers now and in the foreseeable

future based on the most recently renegotiated satellite transmission agreement and intended future satellite arrangements.

19. Finance Income and Costs

In NZD 000 30-Jun-2330-Jun-22

Finance income

Interest income

2,639814

Finance expense

Interest expense on bank loans

2,0562,765

Lease interest

2 ,74 92,587

Bank facility finance fees

305420

Total interest expense

5,1105,772

Unrealised exchange (gain)/loss – foreign currency payables

(455)5,433

Unrealised exchange loss/(gain) – foreign currency hedges

3,510(4,815)

Realised exchange (gain)/loss – foreign currency payables

(2,013)518

Total foreign exchange expense

1,0421,136

Total finance expense

6,1526,908

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.

1. Lease Liabilities

Sky / 2023 Annual Report
/109

20. Share Capital

30-Jun-2330-Jun-22

Number of shares

(000)

Ordinary shares

(NZD 000)

Number of shares

(000)

Ordinary shares

(NZD 000)

Shares on issue at beginning of year

174 , 6 8 8 768,766 174 , 6 8 8 768,766

Ordinary shares cancelled on 21 November 2022

1

(29,115) (70,547) --

Share Buyback

2

(1,721) (4,499) --

143,852 693,720 174,688 768,766

(1) Capital return included $671,000 of transaction costs.

(2) The share buyback includes $9,000 of transaction costs.

Share Buyback

On 6 April 2023 Sky commenced an on-market share buyback programme for a maximum aggregate of $15 million in purchase

price and up to a maximum of 8,734,416 shares.

At 30 June 2023 1,720,695 shares had been acquired at an average price of $2.61 and a total consideration of $4,490,000.

Shares bought back have been cancelled upon acquisition so the number of shares on issue has reduced accordingly.

Capital return

The Group completed a capital return to shareholders on 21 November 2022, cancelling 1 share in every 6 held. The share cancellation

reduced the share capital by 29,115,132 ordinary shares and shareholders received a cash sum of $2.40 for each share cancelled,

total $70.5 million including transaction costs, on 29 November 2022.

Share Consolidation

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 17 September 2021. After the share consolidation

completion the total issued capital of shares was 174,688,323.

21. Reserves

In NZD 000 Notes

Hedge

reserve

Currency

translation

reserve

Total

reserves

As at 30 June 2023

Balance as at 1 July 2022

9,2062479,453

Translation of subsidiary

-(247)(247)

Cash flow hedges (net of tax)

Revaluation

1,651-1,651

Reclassification to profit or loss

(12,786)-(12,786)

Deferred tax

83,117-3,117

Balance at 30 June 2023

1,188-1,188

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

9,206 247 9,453

110/
Notes to the Consolidated Financial Statements (continued)

22. Derivative Financial Instruments

In NZD 000 Notes

30-Jun-2330-Jun-22

AssetsLiabilities

Notional

amountsAssetsLiabilities

Notional

amounts

Forward foreign exchange contracts –

cash flow hedges

255,369(2,770) 303,846 13,546- 235,194

Forward foreign exchange contracts –

dedesignated

25 1,339 (128) 56,712 5,263 - 81,667

Total forward foreign exchange derivatives

6,708(2,898) 360,558 18,809- 316,861

Analysed as:

Current

5,234(2,201) 254,258 14,345-199,141

Non-current

1 , 474 (697) 106,300 4,464 -1 1 7, 7 2 0

6,708(2,898)360,55818,809-316,861

Foreign exchange rates

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

30-Jun-2330-Jun-22

USD

0.60860.6214

AUD

0.91810.9031

GBP

0.48230.5117

EUR

0.56020.5939

JPY

8 7. 9 3 4 68 4 .74 5 5

Sensitivity analysis for foreign exchange

A 10% strengthening or weakening of the NZD against the following currencies as at 30 June 2023 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.

In NZD 000 Gain/(loss)

10% rate increase10% rate decrease

EquityProfit or lossEquityProfit or loss

As at 30 June 2023

Foreign currency payables

USD

-4,012-(4,904)

AUD

-3,915-(4,785)

Foreign exchange hedges

USD

(13,253)(2,117)16,1992,587

AUD

(13,880)(1,692)16,9652,069

(2 7, 1 3 3)4,11833,164(5,033)

As at 30 June 2022

Foreign currency payables

USD

-3,627-(4,433)

AUD

-6,276-( 7, 6 7 1 )

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)

Sky / 2023 Annual Report
/111

Derivative Financial Instruments (continued)

Interest rates

During the year ended 30 June 2023, interest rates on borrowings varied in the range of 3.34% to 7.25% (30 June 2022: 3.34% to 6.4%).

The Group’s interest rate structure is as follows:

In NZD 000 Notes

30-Jun-2330-Jun-22

Effective

interest rateCurrentNon-current

Effective

interest rateCurrentNon-current

Assets

Cash and cash equivalents

5.5 0 %56,051-2.0 0 %138,916-

Liabilities

Borrowings

17---5.42 %(1,035)-

Lease liabilities

185.9 9 %(25,665)(23,648)4.2 2 %(31,244)(39,435)

30,386(23,648)106,637(39,435)

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 2023 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 on-going 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.

112/
Notes to the Consolidated Financial Statements (continued)

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 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, Sky Boxes 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%

250%100%

30%90%

40%50%

50%50%

6 – 100%25%

(1) Forward exchange contracts.

The Group’s exposure to foreign currency risk that has been covered by forward foreign exchange contracts is as follows:

In NZD 000

30-Jun-2330-Jun-22

USDAUDOtherUSDAUDOther

Foreign currency payables

(26,862)(39,537)(313)(24,793)(62,346)(1,002)

De-designated forward exchange contracts

23,47633,236-23,96057,707-

Net balance sheet exposure

(3,386)(6,301)(313)(833)(4,639)(1,002)

Forward exchange contracts (for forecasted

transactions)

1 4 7, 7 9 3156,053-110,875124,319-

Total forward exchange contracts

171 ,269189,289-134,835182,026-

Sky / 2023 Annual Report
/113

Financial Risk Management – Market Risk (continued)

(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 borrowings1-3 years

30%90%

4-6 years

0%75%

7-10 years

0%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.

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 uncertain future outlook and the heightened impact of the economic environment (inflation and rising interest

rates) the Group has maintained the increased expected loss rates adopted as a result of COVID-19 for its residential and

commercial Sky Box and broadband 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 $6,708,000 (30 June 2022: $18,809,000).

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. The Group continues to 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 2023 (30 June 2022: $150,000,000) that can be drawn

down to meet short-term working capital requirements.

1. Financial Risk Management – Market Risk

114/
Notes to the Consolidated Financial Statements (continued)

Financial Risk Management – Liquidity Risk (continued)

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 000 Notes

Carrying

amount

Contractual

cash flows

Less than

one year1-2 years>3 years

At 30 June 2023

Non derivative financial liabilities

Lease liabilities

1849,313 (55,577)( 2 7, 7 6 3 )(12,786)(15,028)

Trade and other payables

11120,906 (120,524)(119,923)(425)(176)

Derivative financial liabilities

Forward exchange contracts used for hedging –

net outflow/inflow

1

222,898 (2,898)(2,201)(697)-

173,117(178,999)(149,887)(13,908)(15,204)

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)

2 0 7, 1 4 2(215,395)(169,124)(21,113)(25,158)

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

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 flowsLess than one year1-2 years

At 30 June 2023

Forward foreign exchange contracts

Outflow (at FX hedge rate)

USD

(171,270)( 1 2 7, 2 8 9 )(43,981)

AUD

(189,288)(126,970)(62,318)

Inflow (at year end market rate)

USD

0.6086 103,920 170,753 125,822 44,931

AUD

0.9181 166,898 181,786 120,386 61,400

(8,019)(8,051) 32

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 1 4 7, 7 9 9 104,049 43,750

AUD

0.9031 168,853 186,970 109,077 7 7, 8 9 3

17, 9 0 8 13,985 3,923

Sky / 2023 Annual Report
/115

Financial Risk Management – Liquidity Risk (continued)

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.

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 (2022: complied).

As at 30 June 2023 the Group’s debt excluding lease liabilities is $nil (30 June 2022: $1.0 million).

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 000 Notes30-Jun-2330-Jun-22

Assets measured at fair value

De-designated forward exchange contracts

22 1,339 5,263

Derivatives used for hedging – cash flow hedges

22 5,369 13,546

Total assets

6,708 18,809

Liabilities measured at fair value

De-designated forward exchange contracts

22(128)-

Derivatives used for hedging – cash flow hedges

22(2,770)-

Total liabilities

(2,898)-

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.

116/
Notes to the Consolidated Financial Statements (continued)

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.

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:

In NZD 000 Notes

30-Jun-2330-Jun-22

Carrying

amountFair value

Carrying

amountFair value

Financial assets at amortised cost

Cash and cash equivalents

56,05156,051138,916138,916

Trade and other receivables

939,32739,32743,41443,414

Financial assets at fair value through profit or loss

Derivatives designated as hedging instruments (cash flow hedges)

225,3695,36913,54613,546

Derivatives not designated as hedging instruments

221,3391,3395,2635,263

102,086102,086201,139201,139

Financial liabilities at amortised cost

Other loans

17--1,035902

Lease liabilities

1849,31348,98970,67970,752

Trade and other payables

11120,906120,906135,428135,428

Financial liabilities at fair value through OCI

Derivatives designated as hedging instruments (cash flow hedges)

22 2,770 2,770 --

Derivatives not designated as hedging instruments (fair value hedges)

22 128 128 --

173,117172,7932 0 7, 1 4 22 0 7, 0 8 2

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 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).

Sky / 2023 Annual Report
/117

27. Provisions

In NZD 000 Note30-Jun-2330-Jun-22

Holidays Act 2003 compliance provision

1

327 582

Provision for onerous contracts

2

856 1,970

Balance at 30 June

111,1832,552

(1) 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.

(2) is for a life of series entertainment content commitment which management considers to be an onerous contract.

The movements in provisions are as follows:

In NZD 000 Notes

Holidays Act 2003

compliance provision

Onerous

contractsTotal

Balance at 1 July 2022

115821,9702,552

Utilised/paid out

(255)(214)(469)

Release of provisions

1

-(900)(900)

Balance at 30 June 2023

3278561,183

Current – within one year

11327255582

Long term – later than one year

-601601

3278561,183

(1) The reassessment of the provision for onerous contracts has resulted in a $0.9 million release to programming expenses.

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.

118/
Notes to the Consolidated Financial Statements (continued)

28. Business Acquisitions and Disposals

Acquisitions

There were no business acquisitions in the 2023 financial year or the prior year.

Disposals – Financial year 2023

RugbyPass

On 10 October 2022 Sky entered into an agreement with World Rugby to sell the shares of RugbyPass Limited and RugbyPass

UK Limited (RugbyPass Entities) for $11.0 million. The consideration was part of the media rights agreement for exclusive rights

to premium competitions, including Rugby World Cups for seven years with World Rugby (the licence period 29 June 2023 to

30 June 2030).

The cost of the programming rights acquired (which are held at the lower of cost and net realisable value as per note 10)

comprises both cash paid in the deal and the fair value of the shares in the RugbyPass Entities transferred to World Rugby

as non-cash consideration.

The RugbyPass Entities accumulated losses remain with RugbyPass after disposal. No deferred tax asset had been recognised

for those losses so no disposal adjustment to deferred tax is required.

The RugbyPass entities comprised a disposal group classified as held-for-sale at 30 June 2022, measured at fair value

of $11.0 million. Control of these entities was transferred to World Rugby Limited on 10 October 2022.

The book values of the assets and liabilities derecognised as a result of the disposal are as follows:

In NZD 000

Disposal consideration

Contracted price

11,000

Less costs to sell

(547)

Net selling price

10,453

Assets and liabilities disposed of

Cash

235

Trade receivables

777

Goodwill

8,981

Other intangible assets

1,765

Trade payables

(777)

Deferred tax

(309)

Net assets disposed of

10,672

Disposal price

10,453

Loss on sale

219

Disposals – Financial year 2022

There were no business disposals in the 2022 financial year.

Sky / 2023 Annual Report
/119

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 000 30-Jun-2330-Jun-22

Income statement

Remuneration of key personnel (included in employee costs)

1

4,959 5,762

Dividend payments (included in dividends paid)

83 -

Directors’ fees

803 716

My Wave Limited (included in subscriber related costs)

- 1,692

Total related party transactions through consolidated income statement

5,845 8,170

(1) The year ending 30 June 2023 includes the cost of termination benefits paid to key personnel of $430,000.

The Group’s directors and key management personnel collectively hold shareholdings of 821,665 shares (30 June 2022: 530,355

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 Sky entered into a commercial agreement with My Wave Limited, a software company that

provides interactive device solutions, as disclosed above. Geraldine McBride was a Director of the Group (until 2 November 2022)

as well as a Director of My Wave Limited.

120/
Notes to the Consolidated Financial Statements (continued)

30. Commitments

In NZD 000 30-Jun-2330-Jun-22

Lease commitments

Year 2

16,87213,563

Year 3

22,86123,251

Year 4

22,86123,251

Year 5

22,86123,251

Later than year 5

80,012102,632

165,467185,948

Contracts for transmission services:

Year 1

2,2542,171

Year 2

1,753759

Year 3

771368

Year 4

9595

Year 5

9595

Later than year 5

357452

5,3253,940

Contracts for future programmes:

Year 1

3 3 7, 3 1 9312,175

Year 2

278,770273,287

Year 3

153,588205,065

Year 4

69,930113,832

Year 5

33,13942,123

Later than year 5

1 7, 4 2 923,590

890,175970,072

Capital expenditure commitments:

Property, plant and equipment

Year 1

41 , 47435,866

Year 2

-1,197

41 , 4743 7, 0 6 3

Other services commitments:

1

Year 1

5 7, 1 5 943,564

Year 2

29,53623,193

Year 3

22,68317,660

Year 4

14,96815,909

Year 5

13,64115,779

Later than year 5

38,10052,326

176,087168,431

(1) Comprise technology, service and external production related support and maintenance.

Sky / 2023 Annual Report
/121

31. Contingent Assets and Liabilities

The Group has no undrawn letters of credit at 30 June 2023 (30 June 2022: $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.

32. Subsequent Events

Dividend

On 23 August 2023 the Board of Directors resolved to pay a fully imputed dividend of 9.0 cents per share with the record date

being 8 September 2023. A supplementary dividend of 1.0159 cents per share will be paid to non-resident shareholders subject to

the foreign investor tax credit regime.

122/




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

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz


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 2023, 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 2023;

● 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, Chief Executive Officer

and executive remuneration benchmarking, non- audit assurance engagement in relation to the

Telecommunications Development Levy and agreed upon procedures in relation to the Broadcasting

Standards Authority Levy. 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.

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.


Independent auditor’s report

Sky / 2023 Annual Report
/123





PwC



Description of the key audit matter How our audit addressed the key audit matter

Goodwill impairment assessment

The carrying amount of Sky CGU goodwill as at 30

June 2023, as included in Note 16, amounted to

$244 million (2022: $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 on the consolidated balance sheet, it is

dependent on future cash flows, and there is a high

degree of management estimation involved.

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));

● Sky Pod revenue recognition;

● 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;

● 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;

● obtaining and evaluating management’s sensitivity analyses to

ascertain the impact of reasonably possible changes, and

considering alternative possible scenarios; and

● considering the appropriateness of the disclosures in Note 16

to the consolidated financial statements against the

requirements of the accounting standards.

● performing a look back procedure assessing the prior year

budget check versus the actual figures for the prior three

financial periods.

Revenue recognition

The Group’s total revenue for the year ended 30

June 2023 amounted to $754 million (2022: $736

million).

There has been a significant focus by management

on retaining and growing the customer base given

the developing business model and the need to

deliver revenue and profitability growth. This strategy

has included the launch of the new Sky Box and Sky

Pod devices in FY23. Given this, revenue recognition

is an area requiring significant audit attention and is

therefore a key audit matter.

Refer to Note 4 of the consolidated financial

statements for disclosures on revenue streams.

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 access controls to the revenue billing system and

review and approval control for subscriber activations,

disconnections, and refunds.

● performing a recalculation of Sky Box and broadband

subscription revenue; and

● assessing the accounting treatment and key assumptions of

the new Sky Box and Sky Pod.

● testing a sample of unexpected journal entry combinations that

impact revenue.

124/




PwC



Description of the key audit matter How our audit addressed the key audit matter

On a sample basis, other revenue procedures included:

● verifying revenue against supporting documentation and

customer contracts;

● testing 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;

● validating the pricing and payment of advertising and other

revenue transactions to customer contracts;

● testing whether revenue transactions recorded near year end

were recognised in the correct period; and

● checking 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.


Our audit approach


Overview


Overall group materiality: $3.7 million, which represents approximately 2.5% of

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

10 entities.

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

● Goodwill impairment assessment

● Revenue recognition


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

Materiality

Group

Scoping

Key Audit

Matters

Sky / 2023 Annual Report
/125





PwC



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 will

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 work 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 o ther 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.

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 consolidated financial

statements, whether due to fraud or error, designs and performs audit procedures responsive

to those risks, and obtains audit evidence that is sufficient and appropriate to provide a basis

for the auditor’s 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.

126/




PwC



● 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 the auditor concludes that a material

uncertainty exists, the auditor is required to draw attention in the auditor’s report to the related

disclosures in the consolidated financial statements or, if such disclosures are inadequate, to

modify the auditor’s 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 consolidated financial

statements, including the disclosures, and whether the consolidated 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 consolidated 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 the auditor identifies during the audit.

We also provide those charged with governance with a statement that the auditor has 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 consolidated 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 our 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.





PwC



For an d on behalf of:

Chartered Accountants

23 August 2023

Auckland















PwC



For an d on behalf of:

Chartered Accountants

23 August 2023

Auckland















PwC



For an d on behalf of:

Chartered Accountants

23 August 2023

Auckland










Sky / 2023 Annual Report
/127

Directory

Directors

Philip Bowman (Chair)

Keith Smith (Deputy Chair)

Joan Withers

Michael Darcey

Mark Buckman

Belinda Rowe

Officers

Sophie Moloney Chief Executive

Andrew Hirst Interim Chief Financial Officer

Jonny Errington Chief Content and Commercial Officer

Daniel Kelly Chief Customer Officer

Chris Major Chief Corporate Affairs Officer

Jennifer Sepull Chief Technology Officer

Lauren Quaintance Chief Media and Data Officer

Antony Welton Chief Operations and People Officer

Kirstin Jones 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: sk y.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

Annual Meeting

The next Annual Shareholders Meeting of Sky Network

Television Limited will be held on 8 November 2023.

Sky will provide further details in due course through

its Notice of Annual Meeting of Shareholders.

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

---

For the year ended

For the year ended

For the year ended






Yellowstone

image

F1 logo

State of OriginTop Gun image

Nielsen TAM data, AP5+. Based on Cume Reach numbers.

For the year ended





For the year ended







For the year ended





31k, VTV customers

migrated to direct billing

relationship with Sky

March 22

VTV customers migrated

to chosen Sky product

from Feb 23

VTV (Vodafone TV/Reseller) customers included in Streaming

customer numbers, Revenue and blended ARPU

Moved to Sky Box,

Sky Pod or Streaming

.

For the year ended












For the year ended









For the year ended






For the year ended






For the year ended






For the year ended





For the year ended









For the year ended






For the year ended





For the year ended

For the year ended






1. FY22 one-off costs included $3m Holidays Act compliance provision release, partly offset by $1m content impairment (net impact $2m)





For the year ended

1. FY22 EBITDA included $14m gain on sale of Mt Wellington property and $3m Holidays Act compliance provision release, partlyoffset by $1m

content impairment (net impact $15m)





For the year ended






For the year ended

For the year ended










For the year ended

For the year ended






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,

amortization and impairment, unrealized gains 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 substitutefor, the information provided in the audited consolidated

financial statements for the financial year ended 30 June 2023, which form part of the Company’s 2023 Annual Report at https://www.sky.co.nz/investor-centre/results-and-report.

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

---

Appendix 4E Release to ASX under rule 4.3A
Sky Network Television Limited

Year ended on 30 June 2023

(In NZD)

To be read in conjunction with Sky Network Television Limited financial statements for the year

ended 30 June 2023

•Results for announcement to market

Name of issuer Sky Network Television Limited

Reporting Period 12 months to 30 June 2023

Previous Reporting Period 12 months to 30 June 2022

Currency NZD

Amount (000s) Percentage change

Revenue from ordinary activities $754,100 2.4% increase

Net profit/(loss) from ordinary

activities after tax attributable to

security holders

$50,754 18.3% decrease

Total net profit/(loss) $51,013 18.0% increase

Final Dividend

Amount per security $0.09

Franked amount per security Not applicable

Record Date 8 September 2023

Dividend Payment Date 22 September 2023

Current period Prior comparable period

Net tangible assets per security $0.9038 $1.1124

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
Ther

e were no business acquisitions in the 2023 financial year or the prior year.

•Loss

of control of entities

Refer

note 28, Business Acquisitions and Disposals in the attached consolidated financial

statements.

Pri

or Year 2022

Ther

e were no business disposals in the 2022 financial year.

•Dividends

Final div

idend payable: $12,946,725 (September 2023)

Interim

dividend paid: $8,734,391 (paid March 2023)

Prior comparable period:

Final dividend paid: $12,752,251 (September 2022)

Interim dividend: 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

Mark Buckman Director

Belinda Rowe Director (Appointed 1 March 2023)

Geraldine McBride Director (Resigned 2 November 2022)

•Other information required by Listing Rule 4.3A
A

dditional Appendix 4E disclosure requirements, including commentary on significant

features of the operating performance, results of segments, trends in performanc

e and

ot

her factors affecting the results of the year are contained in the consolidated financ

ial

statements of Sky and its subsidiaries (Group) for the financial year ended 30 June 2023.

T

his document should be read in conjunction with the 2023 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

Directors' Declaration

The dir

ectors declare that the consolidated financial statements:

(i)com

ply with New Zealand International Financial Reporting Standards

(ii)giv

e a true and fair view of the financial position of Sky Network Television Limited and its

subsidiaries as at 30 June 2023 and of their performance, as represented by the results of

their operations and their cash flows for the year ended on that date.

In t

he 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 23rd day of August 2023.

Philip B

owman Keith Smith

Director and Chair Director and Chair of Audit and Risk Committee

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