2023 Notice of Annual Meeting

Notice
of Annual
Meeting
2023
For Shareholders of
Sky Network Television Ltd.
Commencing at:
10:00am Wednesday
8 November 2023

Agenda
By order of the Board
Kirstin Jones
Company Secretary
10 October 2023
Notice is hereby given that the 2023 Annual Meeting of Shareholders of Sky Network Television
Limited (the Company) will be held at the Loyalty Lounge, West Stand at Eden Park, Walters Road,
Kingsland, Auckland and via the Computershare online web platform at meetnow.global/nz on
Wednesday 8 November 2023, commencing at 10:00a.m. (NZDT).
In the event that the Board determines a physical meeting is not appropriate for any reason, we may
decide to hold a virtual only Annual Meeting. If this occurs, we will provide shareholders with notice
through an announcement to the NZX, ASX and on our website.
Notice of Meeting
Ordinary Business
Item 1: Chair’s Address
Item 2: Chief Executive’s Address
Resolutions
Item 3: To consider and, if thought fit, to pass the following ordinary resolutions:
1. Auditor’s remuneration
That the Board be authorised to fix the auditor’s remuneration for the ensuing year.
2. To re-elect Keith Smith as a Director
That Keith Smith, who retires at the Annual Meeting and is eligible for re-election,
be re-elected as a director of the Company.
3. To re-elect Mike Darcey as a Director
That Mike Darcey, who retires at the Annual Meeting and is eligible for re-election,
be re-elected as a director of the Company.
4. To re-elect Belinda Rowe as a Director
That Belinda Rowe, who was appointed by the Board on 1 March 2023 and
retires at the Annual Meeting, be re-elected as a director of the Company.
Resolutions 1 - 4 will each be considered as a separate ordinary resolution, requiring approval
by a simple majority of the votes of shareholders entitled to vote and voting on each resolution.
All resolutions to be put to the meeting are discussed in the explanatory notes. The Board unanimously
supports resolutions 1-4 and recommends that shareholders vote in favour of them at the Annual
Meeting.
Other Business
To consider any other business, including shareholder questions, that may be properly brought before
the meeting.

Explanatory Notes
Resolution 1: Auditor’s
Remuneration
Ordinary Resolution
PricewaterhouseCoopers (PwC) is the
Company’s auditor and is automatically
reappointed under section 207T of the
Companies Act 1993 (Companies Act). Under
section 207S of the Companies Act, auditors’
fees and expenses must be fixed in the manner
determined at the Annual Meeting. Shareholder
approval is therefore sought under this
resolution for the Board to fix the audit fees
and expenses of PwC for the financial year
ending 30 June 2024.
Resolutions 2, 3 & 4:
Re-election of Directors
Ordinary Resolutions
NZX Listing Rule 2.7.1 and ASX Listing Rule 14.4
provide that a Director must not hold office
(without re-election) past the third annual
meeting following the Director’s appointment
or three years, whichever is longer. NZX Listing
Rule 2.7.1 also provides that any person who
is appointed as a director by the Board shall
retire from office at the next annual meeting
but shall be eligible for re-election at that
meeting. ASX Listing Rule 14.4 provides that a
director appointed to fill a casual vacancy or as
an addition to the Board must not hold office
(without re-election) past the next annual
general meeting of the entity.
Keith Smith retires in accordance with NZX
Listing Rule 2.7.1 and ASX Listing Rule 14.4 and
being eligible, offers himself for re-election.
The Board considers that Keith Smith is an
independent director. The Board unanimously
supports his re-election.
Keith Smith was first appointed on 21 April
2020 and was re-elected by shareholders on
13 October 2020. He serves as an independent
director and also as Board Deputy Chair, Chair
of the Audit and Risk Committee and a member
of the Content Rights Committee.
Keith 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.
Keith Smith
Independent Director

Belinda Rowe retires in accordance with NZX
Listing Rule 2.7.1 and ASX Listing Rule 14.4 and
being eligible, offers herself for re-election.
The Board considers that Belinda Rowe is an
independent director. The Board unanimously
supports her re-election.
Belinda Rowe was appointed by the Board
on 1 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.
Belinda Rowe
Independent Director
Mike Darcey retires in accordance with NZX
Listing Rule 2.7.1 and ASX Listing Rule 14.4 and
being eligible, offers himself for re-election.
The Board considers that Mike Darcey is an
independent director. The Board unanimously
supports his re-election.
Mike Darcey was first appointed on 19
September 2017 and was re-elected by
shareholders on 13 October 2020. He serves as
an independent director and also as a member
of the People and Performance Committee and
the Content Rights Committee. Mike has an
extensive track record of strategy and delivery
across television, publishing and technology.
A New Zealander, Mike 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.
Mike Darcey
Independent Director

Procedural Notes
Attendance at Sky’s
Annual Meeting
As at the date of the release of this notice, Sky
intends to conduct a hybrid meeting whereby
shareholders will be able to attend the meeting
in person or online.
Attending in Person
The meeting will be held at the Loyalty Lounge,
West Stand at Eden Park, Walters Road,
Kingsland, Auckland. Eden Park is well served
by rail and bus services. There are also car
parks available through car park entrance B,
off Walters Road.
The West Stand is situated through Gate A.
Please make your way along the concourse and
take the lift or stairs to the Loyalty Lounge on
the second level.
In the event that the Board determines a
physical meeting is not appropriate due to
health and safety reasons, we may decide to
hold a virtual only Annual Meeting.
If this occurs, we will provide shareholders with
notice through an announcement to the NZX,
ASX and on our website.
To access the meeting, click ‘Go’ under the Sky
TV meeting and then click ‘JOIN MEETING
NOW’. You will need the latest version of
Chrome, Safari or Edge to access the meeting.
Please ensure your browser is compatible.
The Online Meeting Platform enables
shareholders to view the meeting and
presentations as well as providing the
opportunity to vote and ask questions.
Instructions on how to participate are available
in the Virtual Meeting Guide accompanying this
notice and available on Sky’s website at:
sky.co.nz/investor-centre/investor-information.
Shareholder Questions
As well as being able to ask questions in
person at the meeting venue or through
the Online Meeting Platform, shareholders
unable to attend the Annual Shareholder
Meeting in either of these ways can submit
questions in advance by emailing them to:
investorrelations@sky.co.nz.
Webcast
A recording of the Annual Meeting will be
made available on Sky’s website as soon as
practicable following the meeting at:
sky.co.nz/investor-centre/investor-information.
Voting and Proxies
How to vote
There are three methods by which you can
exercise your right to vote. Namely, by voting
online in advance of the meeting, attending the
meeting in person or via the Online Meeting
Platform and voting during the meeting or by
appointing a proxy to attend virtually and vote
in your place. A voting/proxy form is enclosed
with this notice of meeting and contains
additional details around voting and appointing
a proxy. All voting at the Annual Meeting will be
by poll, as required under the NZX Listing Rules.
Attending Online
Shareholders will be able to participate virtually
through the Computershare Online Meeting
Platform at: https://meetnow.global/nz.

• The proxy does not need to be a
shareholder.
• You may direct your proxy how to vote or
give your proxy discretion to vote as they
see fit. If you wish to give your proxy
that discretion, you should mark the
appropriate box online or on the voting/
proxy form. If you do not mark any
appropriate box online or on the voting/
proxy form then your proxy may vote or
abstain from voting as they see fit.
• The Chair of the meeting, or any other
director, is willing to act as proxy. If
you appoint the Chair of the meeting
as proxy but do not direct the Chair
how to vote on a particular resolution
then the Chair of the meeting will vote
your shares in favour of each of the
resolutions 1-4.
• If you have not named a proxy, or your
named proxy does not attend the
meeting, and you have directed how you
wish to vote, the Chair will be your proxy.
If you wish to appoint
a proxy:
Voting at the in-person meeting
You can exercise your right to vote at the
physical meeting in two ways. Namely, by
being present and voting in person or by
appointing a proxy or representative (in the
case of a corporate shareholder) to attend
and vote in your place.
A voting/proxy form is enclosed with this
notice of meeting and contains additional
details around voting and appointing a proxy
or representative.
If you are entitled to vote and wish to do
so in person at the Annual Meeting, please
bring your voting/proxy form with you, as the
barcode will assist with your registration.
Voting online prior to the meeting
You can choose to exercise your vote online at:
investorvote.co.nz. You will need to provide
your CSN/Security holder Number, which can
be found on the proxy form. Online voting prior
to the meeting is available until 10.00am on
Monday 6 November 2023 (NZDT).
Voting at the virtual meeting
Those attending the virtual meeting via the
Online Meeting Platform can cast their vote
online during the meeting. Instructions on how
to complete this process are included in the
Virtual Meeting Guide. Log in as a shareholder
using your CSN/Security holder Number,
which can be found on your proxy form, for
verification purposes.
Appointing a proxy or
representative
If you are unable to attend the meeting in
person or online, you may wish to appoint
a proxy or representative (in the case of a
corporate shareholder) to attend and vote
on your behalf. If you wish to appoint a proxy
or representative, you must complete the
voting/proxy form which provides information
on how to make this appointment and ensure
it is received by Computershare no later than
10.00am on Monday 6 November 2023 (NZDT).
While the completed proxy form can be sent
to Computershare via mail, fax or as an email
attachment, we recommend lodging your proxy
online at investorvote.co.nz.
You will need to provide your CSN/Security
holder Number, which can be found on your proxy
form.

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Turn over to complete the form to vote
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN//Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.
Annual Meeting Admission and Proxy/Voting Form
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
Signing Instructions for Proxy/Voting Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
In the case of joint shareholders, only one shareholder is required to sign this
form, providing all joint shareholders have authorised the signatory to do so.
Power of Attorney
If this form has been signed under a power of attorney, a copy of the power of
attorney (unless already deposited with the Registrar) and a signed certificate
of non-revocation of the power of attorney must be produced to the Registry
with this form.
Companies
This form should be signed by a director jointly with another director, or a sole
director can also sign alone. Please sign in the appropriate place and indicate
the office held.
Comments & Questions
If you have any comments or questions for the Company, please write them on
a separate sheet of paper and return with this form.
How to Vote on Items of Business
All your shares in Sky Network Television Limited (the Company) will be voted in
accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. A proxy need not
be a shareholder of the Company. The Chair of the meeting, or any other director,
is willing to act as proxy for any shareholder who wishes to appoint them for that
purpose. To do this, enter ‘the Chair’ or the name of your proxy in the space allocated
in ‘Step 1’ of this form.
If you do not name a person as your proxy, but otherwise complete the proxy form in
full, or your named proxy does not attend the meeting, the Chair will be
appointed your proxy and will vote in accordance with your express direction (subject
to any voting prohibitions).
The Chair and the other directors intend to vote all discretionary proxies in favour of
all resolutions.
Please note that you may still attend the meeting virtually should you appoint a proxy
noting that you will not be able to vote if a proxy has been appointed.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote or abstain from voting as
they choose to the extent permitted by law and the relevant listing rules. If you mark
more than one box on an item your vote will be invalid on that item.
Attending the Meeting
If you propose to attend the Annual Meeting in person, please bring this Proxy Form
to the meeting. All shareholders must register with the Company’s registration staff
prior to entering the meeting room. If a representative of a corporate security holder
or proxy is to attend the meeting, they may need to provide evidence of your
authorisation to act prior to admission.
All shareholders will have the option to attend, vote and participate in the Annual
Meeting online via an internet connection using a laptop, tablet or smartphone.
For further details see the Virtual Meeting Guide that accompanies this form.
Lodge your proxy
The Annual Meeting of Sky Network Television Limited will be held as a hybrid meeting in The Loyalty Lounge, West Stand
at Eden Park, Walters Road, Kingsland, Auckland and online on Wednesday, 8 November 2023, commencing at 10:00 am (NZ time).
To attend the meeting online please go to https://meetnow.global/nz.
Online
www.investorvote.co.nz
By Email
corporateactions@computershare.co.nz please use
“SKT Proxy” in the subject line
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your vote or proxy online, 24 hours a day, 7 days a week:
For your proxy to be effective it must be received by 10.00 am (NZ time) on Monday, 6 November 2023.
Sky Network Television Limited

STEP 2
For
Against
Abstain
Proxy
Discretion
Items of Business - Voting Instructions/Ballot Paper
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted.
If you mark the Proxy Discretion box, your proxy may vote or abstain from voting as they see fit (to the extent permitted by law and the relevant
listing rules). The Chair and the other directors intend to vote all undirected proxies in favour of each of the resolutions.
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions and to vote on any resolutions to amend any of the
resolutions, on any resolution so amended and on any other resolution proposed at the meeting (or any adjournment thereof) at the Annual Meeting of the shareholders
of Sky Network Television Limited (the “Company”) to be held in The Loyalty Lounge, West Stand at Eden Park, Walters Road, Kingsland, Auckland and online on
Wednesday, 8 November 2023, commencing at 10:00 am (NZ time).
hereby appoint of
or failing him/herof
Appoint a Proxy to Vote on Your Behalf
STEP 1
Signature of Shareholder(s) This section must be completed.
Shareholder 1Shareholder 2Shareholder 3
or Sole Director/Directoror Director (if more than one)
Contact Name Contact Daytime Telephone Date
SIGN
Proxy/Voting Form
Ordinary Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
1.Auditor’s remuneration
That the Board be authorised to fix the auditor’s remuneration for the ensuing year.
2. To re-elect Keith Smith as a Director
That Keith Smith, who retires at the Annual Meeting and is eligible for re-election, be re-elected as a director
of the Company.
3. To re-elect Mike Darcey as a Director
That Mike Darcey, who retires at the Annual Meeting and is eligible for re-election, be re-elected as a director of the
Company.
4.To re-elect Belinda Rowe as a Director
That Belinda Rowe, who was appointed by the Board on 1 March 2023 and retires at the Annual Meeting, be
re-elected as a director of the Company.
The Board unanimously supports resolutions 1-4 and recommends that shareholders vote in favor of them
at the Annual Meeting.
I/We being a shareholder/s of Sky Network Television Limited
Annual Meeting of the shareholders of
Sky Network Television Limited (the “Company”) to be
held in The Loyalty Lounge, West Stand at Eden Park,
Walters Road, Kingsland, Auckland
and online on Wednesday, 8 November 2023,
commencing at 10:00 am (NZ time).
ATTENDANCE SLIP
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):

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