NOTICE OF ANNUAL MEETING – 2023 ANNUAL MEETING

2023 Notice of
Annual Meeting

The 2023 Annual Meeting for SkyCity Entertainment
Group Limited (SkyCity) will be a hybrid meeting.
You can attend the Annual Meeting either:
• in person at the SkyCity Theatre, Level 3, SkyCity
Auckland, Corner of Wellesley and Hobson Streets,
Auckland; or
• online via Computershare’s virtual meeting
platform using a computer, laptop, tablet or
smartphone.
Instructions and further details on how to attend and
participate in the Annual Meeting are set out in the
Explanatory Notes in this Notice of Annual Meeting
and the Virtual Meeting Guide available at
www.computershare.com/vm-guide-nz.
The SkyCity Board and management look forward to
welcoming you to the 2023 Annual Meeting.
On behalf of the SkyCity Board
Jo Wong
Company Secretary
Dear Shareholder
and/or Bondholder
22 September 2023
Annual Meeting of Shareholders
Date:Friday 27 October 2023
Time:11.00am (New Zealand time)
Venue:SkyCity Theatre, Level 3, SkyCity Auckland,
Corner of Wellesley and Hobson Streets,
Auckland
Online at https://meetnow.global/nz
Business and Agenda of the Meeting
A. Address from the Chair
B. Address from the Chief Executive Officer
C. Addresses from the Chairs of the SkyCity
Board Committees and the Chair of the
Board of SkyCity Adelaide Pty Limited
D. General Business and Questions from
Shareholders and Bondholders
Response to questions submitted prior to the
Annual Meeting (to the extent the questions
have not already been addressed in the above
addresses) and questions raised at the
Annual Meeting
E. Resolutions
Shareholders will be asked to consider and, if
thought appropriate, pass the following ordinary
resolutions:
1. To elect David Attenborough
David Attenborough retires f rom office at the
Annual Meeting and, being eligible, offers
himself for election
2. To elect Donna Cooper (if applicable)
Donna Cooper retires f rom office at the
Annual Meeting and, being eligible, offers
herself for election
3. To re-elect Sue Suckling (if applicable)
Sue Suckling retires f rom office at the Annual
Meeting and, being eligible, offers herself for
re-election
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SKYCITY ENTERTAINMENT GROUP

4. To authorise an increase in the total fees for
non-executive directors from $1,440,000
(plus GST, if any) to $1,540,000 (plus GST,
if any) for each financial year, being an
increase of $100,000 (plus GST, if any) or
approximately 7%, and that such increase
take effect from 1 July 2023
This increase will not be used to increase the
existing non-executive director fees
(as outlined in the table on page 12 of this
Notice of Meeting) during the financial year
ending 30 June 2024
5. To authorise the directors to fix the fees and
expenses of the auditor of the company
Pursuant to section 105(2) of the Companies Act 1993,
an ordinary resolution means a resolution passed by a
simple majority of votes of those shareholders entitled
to vote and voting.
Further information relating to the resolutions is set
out in the Explanatory Notes in this Notice of Meeting.
Explanatory Notes
Attending the Annual Meeting in Person
Shareholders and bondholders attending the Annual
Meeting may park f ree of charge in the SkyCity
Auckland Main Car Park.
Please take a ticket on entry into the car park and
we will replace your ticket with a prepaid one at the
Annual Meeting.
Attending the Annual Meeting Virtually
Shareholders and bondholders who are unable to
attend the Annual Meeting in person can attend
and participate online via Computershare’s virtual
meeting platform using a computer, laptop, tablet or
smartphone.
To attend virtually, go to https://meetnow.global/nz
and follow the prompts under the ‘SkyCity
Entertainment Group Limited Annual Meeting’ icon.
Your browser will need to be compatible with the
latest version of Chrome, Safari or Edge.
If you are a shareholder, you will also need your
CSN/Securityholder Number, which can be found on
your proxy form or email invitation (as applicable), for
verification purposes.
Shareholders and bondholders will be able to view the
presentations on their selected devices. Shareholders
will be able to vote on the resolutions to be put to
shareholders and will have the ability to ask questions
on their selected devices. Bondholders who are not
also shareholders are invited to attend the Annual
Meeting as a guest but are not entitled to vote on the
resolutions or ask questions on their selected devices.
Please refer to the Virtual Meeting Guide available
at www.computershare.com/vm-guide-nz for more
information. If you have any questions on, or need
assistance with, the online process, please contact
Computershare on +64 9 488 8777 between 8.30am
and 5.00pm (New Zealand time) Monday to Friday.
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SKYCITY ENTERTAINMENT GROUP

Questions
Shareholders and bondholders are invited to submit
questions prior to the Annual Meeting by post
(PO Box 6443, Wellesley Street, Auckland) or by email
(sceginfo@skycity.co.nz).
SkyCity will aggregate the main themes of the
questions received by 5.00pm (New Zealand time) on
Friday 20 October 2023 and respond to them at the
Annual Meeting. This means that not every question
submitted will be answered individually and some
questions may be covered in the Chair’s address or
Chief Executive Officer’s address.
Voting
Voting at the Annual Meeting will be, as has been the
practice in the past, by way of poll.
Results of voting will be posted on the company’s
website (www.skycityentertainmentgroup.com) and
the NZX and ASX following the conclusion of the
Annual Meeting and finalisation of the voting results.
Proxies
All shareholders are entitled to attend and vote
at the Annual Meeting or to appoint a proxy or
representative (in the case of a corporate shareholder)
to attend and vote on their behalf. Shareholders can
still attend the meeting even if they have appointed a
proxy (although they will not be able to vote if a proxy
has been appointed).
Shareholders who wish to vote by appointing a proxy
to vote on their behalf may direct their proxy to vote
for or against a resolution, to abstain f rom voting or to
exercise their discretion as to how to vote. Please note
that your proxy will not be able to vote at the Annual
Meeting unless you have provided a voting direction
or discretion.
A proxy need not be a shareholder and may be
appointed online at www.investorvote.co.nz or
(where applicable) by completing the proxy form
accompanying this Notice of Annual Meeting.
A proxy appointment must be received by
Computershare Investor Services Limited, Level 2,
159 Hurstmere Road, Takapuna, Private Bag 92119,
Auckland 1142 by no later than 11.00am (New Zealand
time) on Wednesday 25 October 2023.
If, in appointing your proxy, you do not name a person
to be your proxy (either online or on the accompanying
proxy form), or your named proxy does not attend the
Annual Meeting, the Chair of the Annual Meeting will
be your proxy and may only vote in accordance with
your express direction.
You may appoint the Chair of the Annual Meeting
as your proxy. If you appoint the Chair as proxy and
have marked the ‘proxy discretion’ box in relation to
any of resolutions 1, 2, 3 or 5, the Chair will vote for
that resolution. However, the Chair will abstain f rom
voting where he/she has been given such discretion
for resolution 4 (and will only vote on that resolution in
accordance with an express direction).
Voting Restrictions
In accordance with NZX Listing Rule 6.3.1, the company
will disregard any votes cast on resolution 4 by any
director of SkyCity and any of their associated persons
(as defined in the NZX Listing Rules), except where
any such vote is cast by that director or one of their
associated persons as proxy for a person who is entitled
to vote and the director or that associated person votes
in accordance with express instructions to vote for or
against that resolution on the proxy form or online
proxy instructions.
As noted above, where the Chair is appointed as a proxy
he/she will abstain f rom voting on resolution 4, except
where he/she has been given express instructions to
vote for or against that resolution.
Recording
A recording of the Annual Meeting will be available on the
company’s website (www.skycityentertainmentgroup.com)
following the Annual Meeting.
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SKYCITY ENTERTAINMENT GROUP

Under NZX Listing Rule 2.7.1,
a director appointed by
the Board must not hold
office (without election)
past the next annual
meeting following the director’s appointment.
David Attenborough was appointed to the Board by
directors in March 2023 and, accordingly, retires at
the Annual Meeting and offers himself for election in
accordance with NZX Listing Rule 2.7.1.
The Board considers David to be an independent
director and unanimously recommends that
shareholders vote in favour of his election.
SkyCity Board Committees
• Member of the Audit Committee
• Member of the People and Culture Committee
• Member of the Governance and Nominations
Committee
Background
David has strong gaming experience with over
12 years’ experience at ASX-listed Tabcorp Holdings
Limited as Chief Executive Officer and Managing
Director. Prior to joining Tabcorp, he was Chief
Executive Officer (South Af rica) of Phumelela Gaming
and Leisure and previously held senior roles with a
variety of casino and racing organisations.
David is currently a director of Host-Plus Pty Limited,
an Australian-based superannuation fund. David holds
an MBA f rom Henley Business School and a Bachelor
of Science (Honours) f rom the University of Exeter and
is a graduate of the Australian Institute of Company
Directors.
Resolutions
RESOLUTION 1
Election of
David Attenborough
RESOLUTION 2
Election of
Donna Cooper
As at the date of this Notice of Annual Meeting, Donna
Cooper’s appointment to the Board remains subject
to obtaining regulatory approvals in New Zealand and
South Australia and final appointment procedures, a
process which normally takes some months to conclude.
These regulatory approvals are currently expected to be
obtained before the Annual Meeting, following which the
Board intends to appoint Donna to the Board.
Under NZX Listing Rule 2.7.1, a director appointed by the
Board must not hold office (without election) past the
next annual meeting following the director’s appointment.
Accordingly, in the event that Donna is appointed to the
Board prior to the Annual Meeting, Donna retires at the
Annual Meeting (being the next annual meeting following
her appointment) and offers herself for election in
accordance with NZX Listing Rule 2.7.1.
The Board considers Donna to be an independent
director and unanimously recommends that
shareholders vote in favour of her election.
Background
Donna has over 25 years’ experience in the financial
services industry, most recently as Chief Executive
Officer of TSB Bank Limited. Prior to this, she was Chief
Executive Officer of The Warehouse Financial Services
Group and Managing Director and General Manager New
Zealand of Baycorp (NZ) Limited. She has also held
a number of senior executive roles with American Express
International over a 10-year period in New Zealand,
Australia, India and the United Kingdom.
Donna is currently a member of the New Zealand
Institute of Directors and a member of the Global
Women’s Leadership Network. Donna holds a Master
of Arts in International Business f rom the Rennes
School of Business, France, and a Bachelor of Business
f rom the Auckland University of Technology.
This resolution will only be put to
shareholders if Donna Cooper is
appointed to the Board by directors
prior to the Annual Meeting.
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SKYCITY ENTERTAINMENT GROUP

RESOLUTION 3
Re-election of
Sue Suckling
Sue Suckling announced her intention to retire f rom
the Board in August 2022, but has agreed to remain as a
non-executive director on the Board until all necessary
regulatory approvals have been obtained in relation to
Donna Cooper’s appointment to the Board and Donna’s
appointment to the Board is formalised.
Under NZX Listing Rule 2.7.1, a director must not hold
office (without re-election) past the third annual
meeting following the director’s appointment or three
years, whichever is longer. Sue was appointed to the
Board in May 2011 and was last elected by shareholders
in October 2020. Accordingly, she retires at the Annual
Meeting and offers herself for re-election in accordance
with NZX Listing Rule 2.7.1.
The Board considers Sue to be an independent director
and unanimously recommends that shareholders vote
in favour of her re-election.
SkyCity Board Committees
• Member of the Risk and Compliance Committee
• Member of the Governance and Nominations
Committee
Background
Sue is an independent director and consultant with
over 25 years in commercial corporate governance.
She is recognised for her leadership in the technology
innovation space and her deep governance experience.
Sue is currently the Chair of the Insurance & Financial
Services Ombudsman Scheme Commission, Jacobsen
Holdings Limited, 5th Element Limited, Rubix Limited,
Jade Software Corporation Limited, Taska Prosthetics
Limited and Boulcott Hospital.
Sue is a Chartered Fellow of the New Zealand Institute
of Directors and a Companion of the Royal Society of
New Zealand, and holds an OBE for her contribution to
New Zealand business.
This resolution will only
be put to shareholders if
resolution 2 is not put to
shareholders.
RESOLUTION 4
Increase in Non-executive Directors’
Fee Pool
At the company’s 2018 Annual Meeting, shareholders
voted in favour of a total pool for payments to
non-executive directors of $1,440,000 (plus GST, if any)
for each financial year f rom 1 July 2018. Prior to this,
shareholders approved a total pool for payments to
non-executive directors of $1,365,000 (plus GST, if any)
for each financial year at the company’s 2014 Annual
Meeting.
At the time shareholder approval was last sought in
2018, the Board noted its intention to seek shareholder
approval for increases to the non-executive directors’
fee pool on an annual basis to more closely align
non-executive director remuneration with market
movements and to benchmark SkyCity’s non-executive
director remuneration against a comprehensive
comparator group every three years to ensure market
competitiveness to attract and retain qualified, highly
capable directors. However, due to the impacts of
COVID-19, the company has not sought shareholder
approval to increase the non-executive directors’ fee
pool since the company’s 2018 Annual Meeting.
1110
SKYCITY ENTERTAINMENT GROUP

Position
Fees per
financial year
(plus GST, if any)
Board
Chair$280,000
Non-Executive
Director
$128,500
Audit Committee
Chair$35,000
Member$15,000
Risk and Compliance
Committee
Chair$35,000
Member$15,000
People and Culture
Committee
Chair$35,000
Member$15,000
Governance and
Nominations Committee
All non-executive directors are
members of this Committee, but
receive no additional fees for this
Committee
Position
Fees per
financial year
(plus GST, if any)
Board
Chair$130,000
Non-Executive
Director
$65,000
Resolution 4 proposes an increase in the total pool for
non-executive director fee allocation f rom $1,440,000
(plus GST, if any) to $1,540,000 (plus GST, if any) for each
financial year, being an increase to the pool of $100,000
(plus GST, if any) or approximately 7%, and that such
increase takes effect f rom 1 July 2023. This increase will
provide the Board with sufficient headroom to appoint
a seventh non-executive director to the SkyCity Board
over the coming year and to meet the fees payable
to the independent non-executive directors on the
separate SkyCity Adelaide Pty Limited Board and any
additional or ad-hoc SkyCity Board Committee fees.
The increase will not be used to increase the existing
non-executive director fees outlined in the table on
page 12 during the financial year ending 30 June 2024.
Shareholder approval for the proposed increase in the
fee pool is required pursuant to NZX Listing Rule 2.11.1.
In accordance with NZX Listing Rule 6.3.1, the company
will disregard any votes cast on resolution 4 by any
director of SkyCity and any of their associated persons
(as defined in the NZX Listing Rules), except where
any such vote is cast by that director or one of their
associated persons as proxy for a person who is entitled
to vote and that director or that associated person votes
in accordance with express instructions to vote for or
against that resolution on the proxy form or online
proxy instructions.
The Board intends to seek shareholder approval to
increase the non-executive directors’ fee pool at the
company’s 2024 Annual Meeting to ensure
non-executive director fees remain appropriate as base
non-executive SkyCity director fees were last increased
by 2% at the company’s 2018 Annual Meeting and,
since then, the New Zealand Consumer Price Index
has increased by more than 18% and the median fees
across comparator companies in both New Zealand and
Australia have increased by up to 16%.
Since the company’s 2018 Annual Meeting, the
regulatory landscape in which the company operates
has also continued to change, with increased regulatory
risk and obligations resulting in increased demand
on directors’ time (including enhanced operational
oversight by the Board of SkyCity Adelaide Pty Limited
for which additional director fees are now paid to some
of the non-executive directors) and broadening their
scope of responsibilities in monitoring and assessing
Current fees for SkyCity non-executive directors,
allocated f rom the approved annual pool of
$1,440,000 (plus GST, if any), are as follows:
SkyCity Entertainment Group Limited
Non-executive Director Fees
(effective f rom 1 July 2018)
SkyCity Adelaide Pty Limited*
Non-executive Director Fees
(effective f rom 1 January 2023)
* SkyCity Adelaide Pty Limited is an Australian incorporated
subsidiary of SkyCity Entertainment Group Limited and the
operator of the SkyCity Adelaide casino.
1213
SKYCITY ENTERTAINMENT GROUP

legal and regulatory compliance, particularly
in respect of anti-money laundering and host
responsibility matters.
To reflect the increased focus on regulatory matters,
the Board has been fully ref reshed over the last two
years in order to meet the governance needs of the
company today and going forward, and a dedicated
Risk and Compliance Committee was established
in August 2022. Payment of an appropriate level
of fees is important to attract and retain qualified,
highly capable directors f rom an Australasian talent
pool whose skills and experience are aligned to the
company’s requirements.
SkyCity’s policy on non-executive director
remuneration is available in the Investor Centre
section of the company’s website at
www.skycityentertainmentgroup.com.
RESOLUTION 5
Remuneration of Auditor
Section 207T of the Companies Act 1993 provides that
a company’s auditor is automatically re-appointed at an
annual meeting of shareholders of the company unless
there is a resolution or other reason for the auditor
not to be re-appointed. PricewaterhouseCoopers will
automatically be re-appointed as the auditor of the
company at the Annual Meeting.
Section 207S of the Companies Act 1993 provides that
the fees and expenses of the company’s auditor are to
be fixed in such a manner as the company determines
at each annual meeting.
The Board proposes that, consistent with commercial
practice, the auditor’s fees should be fixed by the
directors.
Authority for the directors to fix the fees and expenses
of the auditor is a resolution at each annual meeting of
shareholders of the company.
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SKYCITY ENTERTAINMENT GROUP

skycityentertainmentgroup.com

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Attending the Meeting In Person
If you wish to attend the meeting and vote in person, bring this form (which
includes your attendance slip and ballot paper) with you to the meeting.
Appointment of Proxy
If you do not plan to attend the meeting, you can appoint a proxy to
attend the meeting and vote on your behalf. A proxy need not be a SkyCity
shareholder.
You can appoint a proxy online at www.investorvote.co.nz or complete the
form overleaf and forward it to Computershare Investor Services Limited
at the contact details above. If, in appointing your proxy, you do not name a
person to be your proxy (either online or on this form), or your named proxy
does not attend the meeting, the Chairperson of the meeting will be your
proxy and may only vote in accordance with your express direction.
If returning your form by post, it must be received by Computershare
Investor Services Limited no later than 11.00am (New Zealand time) on
Wednesday 25 October 2023.
The Chairperson of the meeting is willing to act as proxy for any
securityholder who wishes to appoint him/her for that purpose
– simply insert 'the Chairperson' in 'Step 1' of this form overleaf.
Direct your proxy how to vote by marking the ‘for’, ‘against’ or ‘abstain’
box beside each resolution OR marking the ‘proxy discretion’ box. You can
direct your proxy in respect of one or more resolutions and give your proxy
discretion in respect of other resolutions. Note that:
• if your proxy is excluded from voting on a resolution for any reason and
you mark the ‘proxy discretion’ box, they will not be able to vote on that
resolution on your behalf, however they may vote if you give them a
voting direction;
• if you do not mark any box for a resolution, then the direction to your
proxy is to abstain from voting on that resolution; and
• if you mark more than one box for a resolution, your vote will be
invalid on that resolution.
If you appoint the Chairperson as proxy and have marked the ‘proxy
discretion’ box in relation to any of resolutions 1, 2, 3 or 5, the Chairperson
will vote for that resolution. However, the Chairperson will abstain from
voting where he/she has been given such discretion for resolution 4 (and
will only vote on that resolution in accordance with an express direction).
Signing Instructions if you are Completing this Form
INDIVIDUAL
Where the shareholding is in one name, the securityholder must sign
where provided overleaf.
JOINT HOLDING
Where the shareholding is in more than one name, all of the
securityholders should sign where provided overleaf.
POWER OF ATTORNEY
If this form is being signed under a power of attorney, a copy of
the power of attorney (unless already provided to SkyCity) and a
signed certificate of non-revocation of the power of attorney must
accompany this form.
COMPANIES
A duly authorised officer or attorney of the company must sign this
form. Persons who sign on behalf of a company must be acting with
that company’s express or implied authority.
Comments & Questions
If you have any comments or questions for SkyCity, please write them
on a separate sheet of paper and return it with this form.
PROXY/VOTING FORM FOR THE 2023 ANNUAL MEETING
Smartphone
Scan the QR code
For your proxy appointment to be effective, it must be received by 11.00am (New Zealand time) on Wednesday 25 October 2023.
HYBRID MEETING
The 2023 Annual Meeting of SkyCity Entertainment Group Limited will be a hybrid meeting,
which means that you can attend either in person or via an online platfrom.
Instructions and further details on how to attend and participate in the Annual Meeting are set out in the Explanatory Notes in
the 2023 Notice of Annual Meeting and the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz.
GO ONLINE TO APPOINT A PROXY OR TURN OVER TO COMPLETE THIS FORM
LODGE YOUR PROXY
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
New Zealand
FOR ALL ENQUIRIES
+64 9 488 8777
corporateactions@computershare.co.nz
www.investorvote.co.nz
Lodge your proxy online – 24 hours a day, 7 days a week
YOUR SECURE ACCESS INFORMATION
Control Number: CSN/Securityholder Number:
Please note: You will need your CSN/Securityholder Number and postcode (or country of residence if you
reside outside of New Zealand) to securely access InvestorVote and appoint your proxy online.

Ordinary Business
Item 1 To elect David Attenborough
Item 2 To elect Donna Cooper (if applicable)
Item 3 To re-elect Sue Suckling (if applicable)
Item 4 To approve an increase in non-executive directors' remuneration from
$1,440,000 (plus GST, if any) to $1,540,000 (plus GST, if any)
Item 5 To authorise the directors to fix the auditor's remuneration
and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the
meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she thinks fit or abstain from voting on
each such resolution. The proxy is appointed only in respect of the above meeting or any adjournment thereof.
If your proxy is not the Chairperson of the meeting or another director of SkyCity Entertainment Group Limited, please ensure that you provide
their contact details (phone and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting
for your proxy.
Proxy contact details (Phone): and (Email):
ForAgainst
Proxy
Discretion
Abstain
Securityholder 1 Securityholder 2 Securityholder 3
STEP 1
Please note: Shareholders can still attend the meeting even if they have appointed a proxy (although they will not be able
to vote if a proxy has been appointed).
Contact Name Contact Daytime Telephone Date
Please note: If you mark the 'abstain' box for any resolution, you are directing your proxy NOT to vote on your behalf on
that resolution and your vote will not be counted when calculating the required majority for that resolution.
ITEMS OF BUSINESS - VOTING INSTRUCTIONS/BALLOT PAPER
SIGNATURE OF SECURITYHOLDER(S) This section must be completed.
as my/our proxy to attend and vote for me/us on my/our behalf in accordance with the following directions at the Annual
Meeting of SkyCity Entertainment Group Limited to be held in the SkyCity Theatre, Level 3, SkyCity Auckland, corner of
Wellesley and Hobson Streets, Auckland, and via an online platform on Friday 27 October 2023 commencing at 11.00am
(New Zealand time) and at any adjournment of that meeting.
hereby appoint
of
or failing him/her
of
APPOINT A PROXY TO VOTE ON YOUR BEHALF
ATTENDANCE SLIP
STEP 2
SIGN
PROXY/CORPORATE REPRESENTATIVE FORM
The Chairperson of the meeting is willing to act as proxy for any securityholder who wishes to appoint him/her for that purpose. If you wish, you can
appoint the Chairperson as your proxy by inserting 'the Chairperson' below.
I/We, being a shareholder/s of SkyCity Entertainment Group Limited,
This form is to be used to vote as follows on the following:
CSN/Securityholder Number:
Number of Shares:
CSN/Securityholder Number:
Number of Shares:
Annual Meeting of SkyCity Entertainment Group Limited to be held in the SkyCity Theatre,
Level 3, SkyCity Auckland, corner of Wellesley and Hobson Streets, Auckland,
on Friday 27 October 2023 at 11.00am (New Zealand time).