2024 Notice of Annual Meeting

Notice of Annual
Meeting 2024
For Shareholders of
Sky Network Television Ltd
Commencing at:
10:30am (NZDT) Thursday, 14 November 2024

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SKY NOTICE OF ANNUAL MEETING 2024
Agenda
Ordinary Business
Item 1: Chair’s Address
Item 2: Chief Executive’s Address
Resolutions
Item 3: To consider and, if thought fit, to pass the following ordinary resolutions:
1. Auditor’s Remuneration
That the Board be authorised to fix the auditor’s remuneration for the financial year ending 30 June 2025.
2. Directors’ Remuneration
That, for the purposes of NZX Listing Rule 2.11.1 and all other purposes, the maximum aggregate amount of
remuneration payable by the Company to Directors (in their capacity as Directors) be increased by $165,000
per annum, from a total pool of $950,000 per annum to $1,115,000 per annum, effective from 1 December
2024, with such sum to be divided amongst the Directors as the Board may from time to time determine.
All resolutions to be put to the meeting are discussed in the explanatory notes.
The Board unanimously supports Resolutions 1 and 2 and recommends that shareholders vote in favor of them
at the Annual Meeting.
Other Business
To consider any other business, including shareholder questions, that may properly be brought before the
meeting.
By order of the Board
Kirstin Jones
Company Secretary
15 October 2024
Notice is hereby given that the 2024 Annual Meeting of Shareholders of Sky Network Television Limited (Sky, or
the Company) will be held at the Maritime Room, Princes Wharf, Auckland and via the Computershare online
platform at https://meetnow.global/nz on Thursday, 14 November 2024, commencing at 10:30am (NZDT).
Notice of Meeting

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SKY NOTICE OF ANNUAL MEETING 2024
Explanatory Notes
Whilst we propose to keep Director’s base
fees unchanged in FY25, the current headroom
constraint provides little ability to consider CPI
or similar incremental increases in future years.
There is also little ability to consider compensating
Directors for significant additional work, should
that arise, which was the case in FY24 where
additional time commitments and work undertaken
in relation to a non-binding indicative offer was not
compensated.
Sky is therefore asking shareholders to consider a
17% ($165,000) annual increase in the fee pool to
$1,115,000. This will provide headroom of $205,675,
18.4% or 1.9x the Non-Executive Director base fee.
EY was commissioned to provide expert advice
on Director fees and, recognising the need for
international representation on our Board, was
asked to consider New Zealand and Australian
comparator groups. Currently Sky has two New
Zealand based Directors, two Australian based
Directors and two international based Directors.
A copy of the report summary is available at www.
sky.co.nz/investor-centre/investor-information.
The Board considers Sky’s shares are undervalued
and therefore whilst comparator groups
were selected on the primary basis of market
capitalisation, information on revenue and assets
has also been included to allow comparison against
these metrics. The Board’s view on valuation is
reflected in both comparator groups showing
Sky’s relative market capitalisation is low (25th
percentile), whereas Sky’s revenue and assets are
high in comparison (75th percentile).
Resolution 1:
Auditor’s Remuneration
Ordinary Resolution
PricewaterhouseCoopers is the Company’s
auditor and is automatically reappointed under
section 207T of the Companies Act 1993. Under
section 207S of the Companies Act 1993, 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 PricewaterhouseCoopers for the financial year
ending 30 June 2025 (FY25).
Resolution 2:
Directors’ Fees
This Resolution seeks shareholder approval to
increase the aggregate amount of remuneration
(fee pool) that may be paid each year to the
Directors of the Company for their services by
$165,000 per annum, from a total fee pool of
$950,000 per annum to $1,115,000 per annum,
effective from 1 December 2024, with such sum to
be divided amongst the Directors as the Board may
from time to time determine. Shareholder approval
is required under NZX Listing Rule 2.11.1.
Background
Sky last sought shareholder approval for a fee pool
increase nine years ago in October 2015. Over the
intervening nine years, the available headroom
within the fee pool has fallen to just 7.4%.
Sky needs to ensure it can continue to attract and
retain appropriate skills and experience at board
level. In the case of Sky’s business, we are in a
category of one in New Zealand and therefore, the
ability to attract relevant international industry
experience to our Board is a key consideration.

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SKY NOTICE OF ANNUAL MEETING 2024
The EY report shows that:
• Current headroom is low against both
comparator groups (25th percentile in New
Zealand and below that in Australia).
• Overall, the fee pool is equivalent to the 75th
percentile in New Zealand terms but low (25th
percentile) against Australia.
• Non-Executive Director fees are positioned
above the 75th percentile of the New Zealand
comparator group and aligned to the median of
the Australian comparator group.
• The Chair fees are positioned above the 75th
percentile of the New Zealand comparator
group and aligned to the median of the
Australian comparator group.
• The Audit & Risk Committee (ARC) Chair
is aligned to the 75th percentile of the New
Zealand comparator group and aligned to the
median of the Australian comparator group.
• The People & Performance Committee (PPC)
Chair is between the 25th percentile and
median of the New Zealand comparator group
and below the 25th percentile of the Australian
comparator group.
• There is no relevant comparator committee
to benchmark against for the Content Rights
Committee (CRC), and so an internal reference
to the PPC which has a similar workload has
been used.
• International based Directors are not
compensated for time spent travelling to attend
physical meetings.
Proposed fee changes in FY25
We are proposing three changes to Directors’
remuneration rates in FY25:
The first is to bring the fees for the PPC Chair into
line with the market benchmark:
• Current PPC Chair $12,000.
• Increase by $4,000 to a new total of $16,000,
positioning the fees at slightly above 75th
percentile of the NZ comparator group and
slightly below the median of the Australian
comparator group.
The second is to bring the fees for the CRC into line
with the PPC:
• We introduced a new committee in December
2022 with fees initially set at the low level of
$5,000, primarily due to the lack of headroom
in the fee pool. However, the critical importance
of content rights on business outcomes and the
significant workload undertaken by members of
the CRC are not appropriately reflected in the
current level of fees.
Thirdly, our Board Chair also serves as Chair of the
CRC at the same time. The Board Chair is currently
being paid a separate fee for this role and we
intend to combine the CRC fee and the Board Chair
fee, and at the same time increase the Board Chair
fee by 3.6%:
• Current Board Chair fee: $220,500
• Combining with the CRC fee of $16,000 to
increase to $236,500
• Plus $8,500 fee increase (+3.6%) to a new total
of $245,000.
All other Director base fees and committee fees are
to remain unchanged for the duration of FY25.

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SKY NOTICE OF ANNUAL MEETING 2024
The Proposed Increase
If the proposed increase is approved by shareholders, the Board will have discretion to divide the fee pool
amongst the Directors as it sees fit. However, the current intention is for the proposed increase to be allocated
as follows:
In future we would expect to review headroom more frequently and revert to shareholders with a
recommendation for an increase in the fee pool should headroom fall to below 10% or 1x the Non-Executive
Director base fee.
Recommendation
The Board recommends shareholders approve the proposed $165,000 increase to the fee pool for Non-
Executive Directors. The Board considers the proposed increase to be fair and reasonable, and in the best
interests of the Company.
Current and Proposed Board fees
RoleFY24 FeesProposed FY25
Fees per role
Proposed FY25
Fees*
Board Chair$220,500$245,000$245,000
#1
Deputy Chair$143,325$143,325$143,325
Non-Executive Director (x 4)$110,250$110,250$441,000
Chair Audit and Risk Committee $20,000$20,000$20,000
Member Audit and Risk Committee
(x 1 + 1 unpaid position for Board Chair)
#1
$12,000$12,000$12,000
Chair People and Performance
Committee
$12,000$16,000$16,000
Member People and Performance
Committee (x 2)
$8,000$8,000$16,000
Chair Content Rights Committee
#1
$5,000$16,000#1
Member Content Rights
Committee (x 2)
$5,000$8,000$16,000
Total Fees for all roles and
committee members
#2
$879,825$909,325
Total Fee pool$950,000$1,115,000
Headroom$70,174$205,675
Headroom Percentage7.4%18.4%
Notes:
#1. The Board Chair is an unpaid member of the ARC and under the proposed change, the fee previously paid as the Chair of the CRC will be increased to
$16,000 and incorporated into the increased Board Chair fee to a new total of $245,000.
#2. Actual fees paid in FY25 would be lower as the fee increases are to be applied from 1 December 2024 with pro-rata adjustments made to fees for the
FY25 year.

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SKY NOTICE OF ANNUAL MEETING 2024
Procedural Notes
Resolutions
Resolutions 1 and 2 will each be considered
as separate ordinary resolutions, requiring
approval by a simple majority of the votes of
shareholders entitled to vote and voting on
each resolution.
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 at the Maritime Room, Princes
Wharf, Auckland or online.
Shareholders will also be able to participate
virtually through the Computershare online
platform at https://meetnow.global/nz. To
access the meeting, click ‘Go’ under the Sky TV
meeting and then click ‘JOIN MEETING NOW’.
The online 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 www.sky.co.nz/investor-
centre/investor-information.
We recommend that you read the Virtual
Meeting Guide, and log in 15 minutes in
advance of the Annual Meeting to ensure
you are familiar with it and ready to start at
10.30am (NZDT).
Shareholder Questions &
Comments
As well as being able to ask questions in person at
the meeting venue or through the online platform,
shareholders can submit questions or comments 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 www.sky.co.nz/investor-
centre/investor-information.
Eligibility to Vote
If you are a shareholder whose name is recorded in
the Sky TV share register at the close of business
on Tuesday, 12th November 2024, you are entitled
to attend the Annual Meeting and vote either in
person or by proxy (subject to the time limits for
returning proxy/voting forms).
In accordance with NZX Listing Rule 6.3.1, a
Director and any Associated Person of a Director
is disqualified from voting on Resolution 2,
except where any such votes are cast in favour
of Resolution 2 by the Director or any Associated
Person of a Director as proxy or attorney for a
person who is entitled to vote and the Director
or that Associated Person votes in accordance
with express instructions to vote for a particular
resolution on the voting/proxy form.

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SKY NOTICE OF ANNUAL MEETING 2024
• 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.
• 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 appoint a Director or Associated
Person of a Director as your proxy,
that person will only be able to vote
on Resolution 2 in accordance with
your express instructions, as set out
in your proxy/voting form. Subject to
the restrictions described above, the
Chair and the Directors will vote all
discretionary proxies, for which they
have authority to vote, in favour of each
resolution.
If you wish to appoint
a proxy:
Voting and Proxies
How to vote
There are three methods by which you can
exercise your right to vote. Namely, by attending
the meeting in person, appointing a proxy and
voting online in advance of the meeting, or via the
Computershare online platform and voting during
the meeting.
All voting at the Annual Meeting will be by poll, as
required under the NZX Listing Rules.
Voting at the in-person meeting
You can exercise your right to vote at the physical
meeting in two ways. Namely, by being present
and voting in person or by appointing a proxy
or representative (in the case of a corporate
shareholder) to attend and vote in your place. A
voting/proxy form is enclosed with this notice
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.
Appointing a Proxy or
Representative and Voting online
prior to the meeting
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.
You can choose to exercise your vote online at
www.investorvote.co.nz. You will need to provide
your CSN/Securityholder Number, which can be
found on the proxy form. Follow the prompts to
appoint a proxy or representative online. Online
voting prior to the meeting is available until
10.30am on Tuesday, 12 November 2024 (NZDT).
Alternatively, you may complete the proxy/voting
form that is included with this notice of meeting.
To be valid, a completed proxy/voting form (and
any power of attorney under which it is signed)
must be received by Computershare no later
than 10.30am on Tuesday, 12 November 2024
(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 www.investorvote.co.nz.

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SKY NOTICE OF ANNUAL MEETING 2024

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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.
Use this form to assist with your online registration. Any corporation that is a
shareholder of the Company may appoint a person as its representative to attend
the meeting and vote on its behalf, in the same manner as that in which it could
appoint a proxy.
Comments & Questions
If you have any comments or questions for the Company that you wish to be
addressed at the meeting, 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).
If you appoint a director or associated person of a director as your proxy, that person
will only be able to vote on resolution 2 in accordance with your express direction. For
resolution 1, directors intend to vote all discretionary proxies in favour of the resolution.
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 and voting in person
If you propose to attend the Annual Meeting in person, please bring this Proxy Form
to the meeting and hand this form to Computershare at the entrance to the meeting. 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.
Participating in the Annual Meeting online
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 at
The Maritime Room, Princes Wharf, Auckland and via the Computershare online web platform at https://meetnow.global/nz
on Thursday, 14 November 2024, commencing at 10:30 a.m. (NZDT time).
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 or vote to be effective it must be received by 10.30 am (NZ time) on Tuesday, 12 November 2024.
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). If you appoint
a Director or associated person of a director as your proxy, that person will only be able to vote on resolution 2 in accordance with your express direction. For
resolution 1, Directors intend to vote all discretionary proxies in favour of the resolution.
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions and to vote on any resolutions to amend any of the
resolutions, on any resolution so amended and on any other resolution proposed at the meeting (or any adjournment thereof) at the Annual Meeting of the shareholders of
Sky Network Television Limited (the “Company”) to be held at The Maritime Room, Princes Wharf, Auckland and via the Computershare online web platform at
https://meetnow.global/nz on Thursday, 14 November 2024, commencing at 10:30 a.m. (NZDT 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 financial year ending 30 June 2025.
2. Directors’ remuneration
That, for the purposes of NZX Listing Rule 2.11.1 and all other purposes, the maximum aggregate amount of
remuneration payable by the Company to Directors (in their capacity as Directors) be increased by $165,000 per
annum, from a total pool of $950,000 per annum to $1,115,000 per annum, effective from 1 December 2024,
with such sum to be divided amongst the Directors as the Board may from time to time determine.
The Board unanimously supports resolutions 1-2 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 at The Maritime Room, Princes Wharf, Auckland
on Thursday, 14 November 2024, commencing
at 10:30 a.m. (NZDT time).
ATTENDANCE SLIP
Elect Electronic Communications
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
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.