Notice of Annual Meeting – 2024 Annual Meeting

2024 Notice of Annual Meeting

The 2024 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 2024 Annual Meeting.
On behalf of the SkyCity Board



Jo Wong
Company Secretary
Dear Shareholder
and/or Bondholder
20 September 2024
Annual Meeting of Shareholders
Date:Thursday 31 October 2024
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 of the SkyCity Board
B. Address from the Chief Executive Officer
C. Address from the Chair of the SkyCity Board
Transformation Sub-Committee
D. Resolutions
Shareholders will be asked to consider and, if
thought appropriate, pass the following ordinary
resolutions:
1. To re-elect Julian Cook
Julian Cook retires f rom office at the
Annual Meeting and, being eligible, offers
himself for re-election
2. To re-elect Chad Barton
Chad Barton retires f rom office at the
Annual Meeting and, being eligible, offers
himself for re-election
3. To authorise the directors to fix the fees
and expenses of the auditor of the company
E. 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

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.
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SKYCITY ENTERTAINMENT GROUP

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 Thursday 24 October 2024 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 Tuesday 29 October 2024.
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 or 3, the Chair will vote for that
resolution.
Recording
A recording of the Annual Meeting will be available on the
company’s website (www.skycityentertainmentgroup.com)
following the Annual Meeting.
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SKYCITY ENTERTAINMENT GROUP

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.
Julian Cook was appointed to the SkyCity Board in
June 2021 and elected by shareholders in October
2021. Accordingly, he retires at the Annual Meeting and
offers himself for re-election in accordance with NZX
Listing Rule 2.7.1.
The Board considers Julian to be an independent
director and unanimously recommends that
shareholders vote in favour of his re-election.
SkyCity Board Committees
• Chair of the People and Culture Committee
• Chair of the Governance and Nominations
Committee
• Member of the Audit Committee
• Member of the Risk and Compliance Committee
• Member of the Transformation Sub-Committee
• Non-executive director of the Board of SkyCity
Adelaide Pty Limited
Background
Julian was appointed to the SkyCity Board in June 2021
and as the Chair of the SkyCity Board in January 2022.
He took on the role of Executive Chair between March
and July 2024, with a core focus on debt refinancing,
capital structure and resolving SkyCity’s regulatory
matters, pending the arrival of Jason Walbridge as
Chief Executive Officer.
Resolutions
RESOLUTION 1
Re-election of
Julian Cook
Julian was Chief Executive Officer of Summerset
Group Holdings Limited f rom 2014 to March 2021
and, prior to becoming Chief Executive Officer,
Summerset’s Chief Financial Officer where he
oversaw the company’s transition to become
a publicly listed company on the New Zealand
and Australian stock exchanges. Prior to joining
Summerset in 2010, Julian was an Associate Director
at Macquarie Group where he gained significant
experience in the energy, industrial services, tourism
and aged care sectors over a 12-year career.
Julian is currently a director of WEL Networks
Limited, Winton Land Limited and Deakin TopCo
Pty Limited, and holds a Master of Finance f rom
Victoria University and a Master of Science f rom the
University of Waikato.
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SKYCITY ENTERTAINMENT GROUP
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RESOLUTION 3
Remuneration of Auditor
Section 207T of the Companies Act 1993 provides that
a company’s auditor is automatically re-appointed at
an annual meeting of shareholders of the company
unless there is a resolution or other reason for
the auditor not to be re-appointed. The company
wishes PricewaterhouseCoopers to continue as the
company’s auditor, and PricewaterhouseCoopers
has indicated its willingness to do so. Accordingly,
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 by the company at the annual meeting or
in the manner that the company determines at the
annual meeting. The SkyCity Board proposes that,
consistent with commercial and past practice, the
auditor’s fees should be fixed by the directors.
RESOLUTION 2
Re-election of
Chad Barton
Chad Barton was appointed to
the SkyCity Board in June 2021
and elected by shareholders in
October 2021. Accordingly, he
retires at the Annual Meeting and offers himself for
re-election in accordance with NZX Listing Rule 2.7.1.
The Board considers Chad to be an independent
director and unanimously recommends that
shareholders vote in favour of his re-election.
SkyCity Board Committees
• Chair of the Audit Committee
• Member of the People and Culture Committee
• Member of the Governance and Nominations
Committee
Background
Chad has over 25 years of senior executive experience
with both global and local listed corporations. His
extensive experience spans capital markets, finance,
mergers, acquisitions, and property development
across technology, entertainment, and services sectors.
In August 2024, Chad stepped down f rom his global
role as Chief Operating Officer and Chief Financial
Officer of Nuix Limited, following a highly successful
transformation. Previously, Chad served as Chief
Financial Officer at The Star Entertainment Group
Limited, Salmat Limited and Electronic Data Systems
(EDS) for Australia and New Zealand.
Chad founded and was the inaugural Chairperson of
Women in Gaming & Hospitality Australasia, aiming to
achieve gender equity and support the advancement
of women in the gaming industry. He previously served
on the Boards of NeuRA Foundation and Schizophrenia
Research Institute.
Chad is a member of the Australian Institute of
Company Directors and Chartered Accountants
Australia and New Zealand, and holds a Bachelor of
Business f rom the University of Technology, Sydney.
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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
Tuesday 29 October 2024.
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 or 3, the Chairperson
will vote for that resolution.
Signing Instructions if you are Completing this Form
INDIVIDUAL
Where the shareholding is in one name, the securityholder must sign
where provided overleaf.
JOINT HOLDING
Where the shareholding is in more than one name, all of the
securityholders should sign where provided overleaf.
POWER OF ATTORNEY
If this form is being signed under a power of attorney, a copy of
the power of attorney (unless already provided to SkyCity) and a
signed certificate of non-revocation of the power of attorney must
accompany this form.
COMPANIES
A duly authorised officer or attorney of the company must sign this
form. Persons who sign on behalf of a company must be acting with
that company’s express or implied authority.
Comments & Questions
If you have any comments or questions for SkyCity, please write them
on a separate sheet of paper and return it with this form.
PROXY/VOTING FORM FOR THE 2024 ANNUAL MEETING
Smartphone
Scan the QR code


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
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ENTERTAINMENT
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YOUR SECURE ACCESS INFORMATION
Control Number: 104135 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.
For your proxy appointment to be effective, it must be received by 11.00am (New Zealand time) on Tuesday 29 October 2024.
HYBRID MEETING
The 2024 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 platform.
Instructions and further details on how to attend and participate in the Annual Meeting are set out in the Explanatory Notes in
the 2024 Notice of Annual Meeting and the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz.

Ordinary Business
Item 1 To re-elect Julian Cook
Item 2 To re-elect Chad Barton
Item 3 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 Thursday 31 October 2024 commencing at 11.00am
(New Zealand time) and at any adjournment of that meeting.
hereby appoint
of
or failing him/herof
APPOINT A PROXY TO VOTE ON YOUR BEHALF
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 Thursday 31 October 2024 at 11.00am (New Zealand time).
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