2026 Notice of Annual Meeting

Notice of Annual
Meeting 2026
For Shareholders of
Sky Network Television Ltd
Commencing at:
11:00am (NZDT) Friday, 20 November 2026

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SKY NOTICE OF ANNUAL MEETING 2026
Agenda
Ordinary Business
Item 1: Chair’s Address
Item 2: Chief Executive’s Address
Item 3: 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 retires at the Annual Meeting and is eligible for re-election, be re-elected as a Director
of the Company.
Special Business
Item 4: Special Resolution
To consider and, if thought fit, to pass the following Special Resolution:
5. NRL Rights Transaction
That the NRL Rights Transaction described in the explanatory notes to this Notice of Annual Meeting is
approved for all purposes, including under and for the purposes of NZX Listing Rule 5.1.1(b) and section 129 of
the Companies Act 1993.
The Board unanimously supports resolutions 1-5 and recommends that Shareholders vote in favour of them at
the Annual Meeting.
Item 5: Shareholder Questions
To consider any other business, including shareholder questions that may properly be brought before the
Annual Meeting.
By order of the Board
Kirstin Jones
Company Secretary
21 October 2026
Notice is hereby given that the 2026 Annual Meeting of Shareholders of Sky Network Television Limited (Sky, or
the Company) is to be held at The Maritime Room, Princes Wharf, Auckland and online via the Computershare
meeting platform at https://meetnow.global/nz on Friday, 20 November 2026, commencing at 11:00am (NZDT).
Notice of Meeting

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SKY NOTICE OF ANNUAL MEETING 2026
Explanatory
Notes
Keith Smith retires in accordance with NZX Listing
Rule 2.7.1 and clause 9.4 of Sky’s constitution and,
being eligible, offers himself for re-election.
The Board considers Keith Smith to be an
Independent Director, as none of the factors set
out in Table 2.4 of the NZX Corporate Governance
Code apply to him and the Board is not aware of
any other relationship or circumstance that would
constitute a Disqualifying Relationship. The Board
unanimously supports his re-election.
Keith was appointed to the Board in April 2020.
He serves as Deputy Chair, Chair of the Audit and
Risk Committee and a member of the Content
Rights Committee and the Disclosure Committee.
He has a long-standing record of governance and
leadership as a director and advisor to companies
in a diverse range of industries, including the energy
sector, retail, rural services, printing, media and
exporting.
Keith is a director of several private companies
and is a past director and Chair of Goodman
Property Services (NZ) Limited. He is also a past
President of the Chartered Accountants Australia
and New Zealand.
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 (the
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 2027 (FY27).
Resolutions 2, 3 & 4:
Re-election of Directors
Ordinary Resolutions
NZX Listing Rule 2.7.1 and clause 9.4 of Sky’s
constitution 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.
Keith Smith
Independent Director

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SKY NOTICE OF ANNUAL MEETING 2026
Belinda Rowe retires in accordance with NZX Listing
Rule 2.7.1 and clause 9.4 of Sky’s constitution and,
being eligible, offers herself for re-election.
The Board considers Belinda Rowe to be an
Independent Director, as none of the factors set
out in Table 2.4 of the NZX Corporate Governance
Code apply to her and the Board is not aware of
any other relationship or circumstance that would
constitute a Disqualifying Relationship. The Board
unanimously supports her re-election.
Belinda was appointed to the Board in March
2023. She serves as a member of the People and
Remuneration Committee. Belinda has extensive
experience in C Level roles across digital, marketing
communications and the media sector in Global,
UK and Australian companies. She brings a strong
commercial focus on customer-centric growth,
digital innovation and expertise in strategy,
leadership and business transformation.
Belinda also successfully led the creation of a
content marketing and sport evaluation and
activation practice across 32 markets.
Belinda’s governance experience includes current
Non-Executive Director roles at ASX-listed
Australian media company ARN Media Ltd and
Temple & Webster Group. She is also on the
board of AFL club, Sydney Swans, and is an active
member of Chief Executive Women, Minerva
Network, AICD, Marketing Group Great Britain and
WACL UK.
Belinda Rowe
Independent Director
Mike Darcey retires in accordance with NZX Listing
Rule 2.7.1 and clause 9.4 of Sky’s constitution and,
being eligible, offers himself for re-election.
The Board considers Mike Darcey to be an
Independent Director, as none of the factors set
out in Table 2.4 of the NZX Corporate Governance
Code apply to him and the Board is not aware of
any other relationship or circumstance that would
constitute a Disqualifying Relationship. The Board
unanimously supports his re-election.
With an extensive track record of strategy
and delivery across television, publishing and
technology, Mike was appointed to the Board in
September 2017. He serves as a member of the
Content Rights Committee.
A New Zealander, he has lived and worked in the
UK since 1989. Fifteen of those years were spent at
Sky UK, initially as the Director of Strategy, then
six years as Chief Operating Officer. He played a
prominent role in most of Sky UK’s major strategic
decisions and its major commercial and regulatory
dealings during this period.
From 2013 to 2015, Mike was CEO of News UK.
Since 2015, Mike has had a series of governance
roles and these currently include Chair of British
Gymnastics. He is an internationally recognised
authority on media matters through his Tellynomics
blog, and active as a strategy advisor to a series of
major players in the media sector.
Mike Darcey
Independent Director

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SKY NOTICE OF ANNUAL MEETING 2026
Resolution 5: Approval of the
NRL Rights Transaction
Special Resolution
The following explanatory notes are provided
for the purpose of assisting Shareholders to
understand the effect of the proposed Special
Resolution to approve the NRL Rights Transaction
(the Special Resolution) and therefore to decide
how to exercise their voting rights. Certain
information in relation to the NRL Rights
Transaction is confidential to the parties or is
commercially sensitive to Sky and therefore will not
be disclosed. Sky considers that these explanatory
notes provide sufficient information to enable
Shareholders to determine whether or not to vote
in favour of the NRL Rights Transaction.
Capitalised terms used in these explanatory notes
have the meaning given in the Definitions on page 9
of these explanatory notes, or as otherwise defined
within these explanatory notes.
Directors’ recommendation to
approve the Special Resolution
The Board fully supports the Special Resolution and
unanimously recommends that Shareholders vote
in favour of the Special Resolution. Directors have
indicated they will vote all Sky shares they hold (or
in respect of which they hold discretionary proxies)
in favour of the Special Resolution.
Overview of the NRL Rights
Transaction
Sky and the Australian Rugby League Commission
(ARLC) have reached agreement on the terms of a
seven-year broadcast partnership, commencing 1
January 2028 following expiry of the Current NRL
Rights, and this agreement is conditional on Sky
Shareholder approval. Accordingly, Shareholders
are now being asked to approve the proposed
acquisition by Sky of the New Zealand media rights
for certain rugby league matches and competitions
played in the period from 1 January 2028 up to
31 December 2034 (referred to as the NRL Rights
Period) that are controlled by ARLC, which will
include rights for the Matches described below
(which is collectively referred to as the NRL Rights
Transaction).
The Matches are expected to include:
• All national men’s premiership rugby league
competition (NRL) and national women’s
premiership rugby league competition (NRLW)
matches (including all regular season and finals
series matches, including the Grand Final).
• All State of Origin series matches (including
Men’s, Women’s and underage matches).
• Pre-Season Challenge (official pre-season
matches between NRL clubs).
• World Club Challenge matches involving NRL
clubs, to the extent the ARLC holds such rights in
New Zealand.
• Men’s and Women’s Indigenous All Stars fixtures
(if played).
• All Men’s and Women’s Pacific Championships
matches (including the Pacific Bowl and Pacific
Championships).
• Australia vs New Zealand Men’s bilateral Test
Matches (excluding matches organised by the
International Rugby League, New Zealand Rugby
League (NZRL), or any third party, or matches
played as part of a multi-nation tournament).
• Australia v New Zealand Women’s bilateral Test
Matches.
• All Men’s and Women’s U20’s Australia vs New
Zealand Test Matches.
• Other Men’s and Women’s Australian bilateral
Test Matches, not involving New Zealand and not
part of a multi-nation tournament.
Key Terms of NRL Rights Transaction
The consideration payable for the NRL Rights
is confidential between the parties and is
commercially sensitive information for Sky and it
would not be in the best interests of Shareholders
to disclose that information. However, Sky provides
the following context for Shareholders as to the
value of the NRL Rights which will be paid by Sky
under the NRL Rights Transaction:
• Shareholder approval of Sky’s entry into the
NRL Rights Transaction is required under section
129 of the Companies Act because the value of
the assets to be acquired by Sky (being the NRL
Rights) is more than half the value of Sky’s assets
before the acquisition and because Sky will
incur obligations or liabilities (being principally

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SKY NOTICE OF ANNUAL MEETING 2026
the obligation to pay for the NRL Rights and
related production obligations) in excess of half
the value of Sky’s assets before the NRL Rights
Transaction. As at 30 June 2026, Sky’s total
assets in its Consolidated Balance Sheet was
$738,852,000.
• Shareholder approval to Sky’s entry into the NRL
Rights Transaction is also required under NZX
Listing Rule 5.1.1 because the “Gross Value” of
the assets to be acquired by Sky (being the NRL
Rights) exceeds 50% of Sky’s “Average Market
Capitalisation” (as those terms are defined in the
NZX Listing Rules).
As at 7 July 2026, Sky’s Average Market
Capitalisation was $443,795,395.
• Sky has maintained a focus on optimising
programming costs as a percentage of revenue,
and achieved its FY26 target for programming
costs of between 47% – 49% of revenue. Sky
expects Group programming costs to remain
at or below these levels in FY28, following
the commencement of the new NRL rights
agreement. Sky’s EBITDA guidance for FY27 of
between $155 to $165 million does not include
the costs associated with the NRL Rights
Transaction, which commences in January 2028.
The consideration payable under the NRL Rights
Transaction will be made in monthly instalments
spread over the term of the contract (84
months), and will be budgeted for and paid from
working capital.
As the holder of the NRL Rights, Sky will have the
responsibility for producing coverage of certain
matches played in New Zealand, including all NRL
and NRLW Premiership (including Finals Series),
State of Origin, Pacific Championships, Indigenous
v Māori All-Stars and New Zealand Warriors pre-
season fixtures that are played in New Zealand.
Sky will be able to distribute and exploit audio-
visual and/or audio only coverage of the Matches in
New Zealand via any and all media and on a
live and/or delayed basis and including via clips
and highlights.
While the NRL Rights will be granted on an
exclusive basis, there will be limited use rights
granted in favour of ARLC, NRL clubs and other
licensees of ARLC.
The NRL Rights Transaction will also give Sky
access to, and the right to distribute and exhibit
within New Zealand, audio-visual coverage of
Archive Matches on a non-exclusive basis.
Business As Usual
The NRL Rights Transaction represents an activity
undertaken by Sky in the ordinary course of
business and, importantly, is not the result of
any change or shift in Sky’s strategy or rights
acquisition activities. Sky has a longstanding
commercial relationship with the ARLC and has
held the NRL rights for more than 30 years.
The NRL Rights Transaction is consistent with Sky’s
business strategy of acquiring and distributing
content rights and is within the core expertise,
responsibility and accountability of Sky’s executive
management team and Board. Content acquisition
is a fundamental and essential aspect of Sky’s
business, of which Sky has 36 years’ experience.
Other considerations include:
• The NRL Rights Transaction does not involve
the immediate expenditure of large amounts
of Company funds given that payments will be
spread over the term of the contract starting
from 1 January 2028.
• Sky’s total programming costs are disclosed in
the annual and half year reports and are carefully
budgeted and managed by Sky’s executive
management team and the Board. If shareholder
approval is obtained and the NRL Rights
Transaction proceeds, the NRL Rights Transaction
will be included in the total programming costs in
SKT’s next applicable financial statements.
• The Directors have duties to act in the best
interest of Sky and have approved entry into
the NRL Rights Transaction on terms that they
believe are commercially sensible for Sky and in
its best interests.

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SKY NOTICE OF ANNUAL MEETING 2026
Requirements for Shareholder
approval
Under section 129 of the Companies Act, a company
must not enter into a major transaction unless
the transaction is approved, or is conditional on
approval, by a Special Resolution of the company’s
Shareholders. A major transaction includes the
acquisition of, or an agreement to acquire, assets
the value of which is more than half the value of the
company’s assets before the acquisition. A major
transaction also includes a transaction that has, or
is likely to have, the effect of the company incurring
obligations or liabilities the value of which is more
than half the value of the company’s assets before
the transaction.
As noted above, the value of the NRL Rights and
the obligations or liabilities Sky will incur is in excess
of half the value of Sky’s total assets as at 30 June
2026. Accordingly, approval of Sky’s entry into the
NRL Rights Transaction is required under section
129 of the Companies Act by Special Resolution
of Shareholders.
Under NZX Listing Rule 5.1.1(b), a listed issuer must
obtain Shareholder approval by way of an Ordinary
Resolution of Shareholders for an acquisition of
assets in respect of which the Gross Value exceeds
50% of the issuer’s Average Market Capitalisation.
Where approval is also required by Special
Resolution under section 129 of the Companies
Act for that acquisition (as is the case for the NRL
Rights Transaction), the approval threshold under
NZX Listing Rule 5.1.1 is also a Special Resolution
of Shareholders. As noted above, the Gross Value
of the NRL Rights exceeds 50% of Sky’s Average
Market Capitalisation. Accordingly, approval of
Sky’s entry into the NRL Rights Transaction is also
required under NZX Listing Rule 5.1.1 by Special
Resolution of Shareholders.
Consequences if the Special
Resolution is passed
The NRL Rights Transaction agreements have
been entered into by Sky on a legally binding basis
but are conditional on Sky obtaining Shareholder
approval of the transactions described in those
agreements by or on the date of Sky’s 2026 Annual
Meeting (referred to as the Condition Precedent).
If Shareholders approve the Special Resolution by
the requisite majority, the Condition Precedent will
be fulfilled.
If the Special Resolution is passed, any Shareholder
who votes all of their shares against the Special
Resolution will be able to require Sky to purchase
their shares (or arrange for their purchase) as
further detailed under the Minority Buy-out Rights
section below.
Consequences if the Special
Resolution is not passed
If Shareholder approval of the NRL Rights
Transaction is not obtained, the Condition
Precedent will not be satisfied and the NRL
Rights Transaction agreements will automatically
terminate. In this scenario, the Board will continue
to have discretion to acquire the NRL Rights but
only for a total consideration which does not trigger
the requirement to obtain Shareholder approval
under the Companies Act or the NZX Listing Rules.
In this case, it becomes more unlikely that Sky will
be able to acquire the NRL Rights. This is because
Sky anticipates the market value of the NRL Rights
and their purchase price could be higher than the
relevant thresholds and details of what Sky can bid
will become transparent, allowing competitors to
anticipate and outbid Sky.
To date, the NRL Rights cannot be replicated from
other sources and have always been granted on
an exclusive basis in New Zealand, reflecting the
value and commercial opportunity that exclusivity
provides. This maximises the value of the NRL
Rights, as it creates certainty for the rights holder,
and it is likely that this will continue (other than
with the specific carve-outs mentioned above).
As a result, if the Special Resolution is not approved
and Sky does not become the holder of the NRL
Rights, Sky expects there would be no alternative
means of acquiring the NRL Rights as they are likely
to be sold to another party on an exclusive basis
and/or exploited direct to consumer by ARLC.
This is expected to have an adverse impact on Sky
and Shareholders.

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SKY NOTICE OF ANNUAL MEETING 2026
Minority Buy-out Rights
Section 110 of the Companies Act may confer
minority buy-out rights on Shareholders who vote
against the Special Resolution.
For a Shareholder to exercise those minority buy-
out rights, the Shareholder must cast all the votes
attached to shares registered in the Shareholder’s
name and having the same beneficial owner
against the Special Resolution. If the Special
Resolution is nevertheless passed, a Shareholder
who wishes to exercise minority buy-out rights
must, within 10 working days of the passing of
the Special Resolution, give written notice to Sky
that the Shareholder requires Sky to purchase the
Shareholder’s shares.
Within 20 working days of receipt of the notice,
the Board of Sky must:
a. Agree to the purchase of the relevant shares by
Sky; or
b. Arrange for some other person to agree to
purchase the relevant shares; or
c. Apply to the court for an order exempting Sky
from the obligation to purchase the relevant
shares on the grounds that the purchase would
be disproportionately damaging to Sky or that
Sky cannot reasonably be required to finance the
purchase or it would not be just and equitable
to require Sky to purchase the relevant shares
or on the grounds that the Board has resolved
that the purchase of the relevant shares by Sky
would result in it failing to satisfy the solvency
test and Sky has, having made reasonable efforts
to do so, been unable to arrange for the relevant
shares to be purchased by another person; or
d. Arrange for the Special Resolution to be
rescinded by Special Resolution of Shareholders,
or decide in the appropriate manner not to take
the action concerned, as the case may be; and
e. Give written notice to the Shareholder of the
Board’s decision as to which of the above actions
it will take.
Where the Board agrees to the purchase of the
relevant shares by Sky, it must give notice to the
relevant Shareholder within five working days
after the written notice of the Board’s decision
referred to in the preceding paragraph, setting out
the price the Board offers to pay for those shares
and certain information relating to how that price
was calculated. That price must be a fair and
reasonable price (as at the close of business on
the day before the Special Resolution was passed)
for the relevant shares held by the Shareholder,
calculated (subject to the following two sentences)
using a default methodology described in the
Companies Act designed to allocate to the relevant
shares held by the Shareholder a pro rata portion
of the fair and reasonable value of all shares in Sky
adjusted to exclude any fluctuation in the value of
all shares that occurred and that was due to, or in
expectation of, the NRL Rights Transaction.
The Board may use a different methodology to
calculate the fair and reasonable price if using
the default methodology would be clearly unfair
to the Shareholder or Sky (and in that case the
Board must also state in the notice that a different
methodology has been used and why calculating
the price under the default methodology would be
clearly unfair).
A Shareholder may object to the price offered by
the Board by giving written notice to Sky no later
than 10 working days after the date the Board
gave written notice to the Shareholder of the price
offered by the Board. If, within that 10-working
day period, no objection to the price offered by the
Board has been received by Sky, it must purchase
the relevant Shareholder’s shares at the nominated
price. If, within that 10-working day period, an
objection to the price has been received by Sky, the
fair and reasonable price offered by the Board must
be submitted to arbitration. Sky must within five
working days of receiving the objection pay to the
Shareholder on a provisional basis the price offered
by the Board.
The arbitration is to be conducted in accordance
with the Arbitration Act 1996. If the price
determined by the arbitrator:
a. Exceeds the provisional price paid by Sky,
then the arbitrator must order Sky to pay the
balance owing to the Shareholder; or
b. Is less than the provisional price paid by Sky,
then the arbitrator must order the Shareholder
to pay the excess to Sky.
Except in exceptional circumstances, the arbitrator
must award interest on any balance payable or
excess to be repaid.

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SKY NOTICE OF ANNUAL MEETING 2026
If a balance is owing to the Shareholder, the
arbitrator may award to the Shareholder, in
addition to or instead of interest, damages for loss
attributable to the shortfall in the initial payment.
Where the Board agrees to the purchase of the
relevant shares by Sky, on the day on which the
Board gives written notice of the Board’s decision
to the purchase of the relevant shares by Sky, the
legal title to those shares passes to Sky and the
rights of the relevant Shareholder in relation to
those shares end.
Archive MatchesMatches played prior to the then-current season.
Current NRL Rights
The rights secured from ARLC for the 5-year period from 1 January 2023
to 31 December 2027.
Matches
The rugby league matches to be played during the NRL Rights Period that
are covered by the NRL Rights Transaction, as summarised in the Overview
above.
NRL RightsThe rights secured from ARLC under the NRL Rights Transaction.
NRL Rights PeriodThe period from 1 January 2028 up to 31 December 2034.
NRL Rights Transaction
The acquisition of the NRL Rights (and/or any subset of those rights)
for the NRL Rights Period, and Sky’s entry into any agreements or
arrangements to enable or support that acquisition (including any
production and distribution arrangements).
Definitions
If the Board arranges for some other person to
agree to purchase the shares, the process and
terms set out in the paragraphs above apply (with
such modifications as may be necessary) to the
purchase of shares by such person. In addition, Sky
must indemnify the Shareholder in respect of any
losses suffered by the Shareholder by reason of the
failure by the person to purchase the shares at the
price nominated or fixed by arbitration, as the case
may be.

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SKY NOTICE OF ANNUAL MEETING 2026
Procedural Notes
Attendance at Sky’s
Annual Meeting
The Annual Meeting will be held as a hybrid meeting
whereby Shareholders will be able to attend the
meeting in person at The Maritime Room, Princes
Wharf, Auckland.
Shareholders will also be able to participate online
via the Computershare meeting platform at
https://meetnow.global/nz. To access the Annual
Meeting, click ‘Go’ under the Sky meeting and then
click ‘JOIN MEETING NOW’.
The online platform enables Shareholders to
view the Annual 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 11:00am
(NZDT).

Shareholder Questions &
Comments
As well as being able to ask questions through
the online platform, Shareholders can submit
questions or comments by emailing them to
investorrelations@sky.co.nz in advance of the
Annual Meeting.
Webcast
A recording of the Annual Meeting will be made
available on Sky’s website as soon as practicable
following the Annual 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 share register at the close of trading on
Wednesday, 18 November 2026, you are entitled
to attend the Annual Meeting and vote either
yourself or via a proxy (subject to the time limits
for returning proxy/voting forms). No voting
restrictions apply to the resolutions.
Resolution
Resolutions 1 to 4 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.
Resolution 5 is a Special Resolution, requiring
approval by a majority of 75% or more of the votes
cast by Shareholders entitled to vote and voting on
the resolution.
Voting and Proxies
How to vote
There are three methods by which you can exercise
your right to vote. Namely, by attending the
Annual Meeting in person, appointing a proxy and
voting in advance of the Annual Meeting or via the
Computershare online platform and voting during
the Annual Meeting.
All voting at the Annual Meeting will be by poll, as
required under the NZX Listing Rules.

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SKY NOTICE OF ANNUAL MEETING 2026
• 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 proxy
voting form. If you do not mark any
appropriate box online or on the proxy
voting form, then your proxy may vote or
abstain from voting as they see fit.
• The Chair of the Annual Meeting, or
any other Director, is willing to act as
proxy. If you appoint the Chair of the
Annual Meeting or any other Director
as proxy but do not direct your proxy
how to vote on the resolution, then the
Chair of the Annual Meeting or other
Director will vote your shares in favour
of the resolutions.
• If you have not named a proxy, or your
named proxy does not attend the
Annual 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 Annual
Meeting
You can exercise your right to vote at the physical
Annual 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 proxy/voting 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
proxy/voting form with you, as the barcode will
assist with your registration.
Appointing a Proxy or Representative
and Voting online prior to the Annual
Meeting
If you are unable to attend the Annual 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/voting form. Follow the prompts
to appoint a proxy or representative online. Online
voting prior to the Annual Meeting is available until
11:00am on Wednesday, 18 November 2026 (NZDT).
The Chair of the Annual Meeting and the Directors
will vote all discretionary proxies, for which they
have authority to vote, in favour of the resolutions.
Alternatively, you may complete the proxy/voting
form that is included with this Notice of Annual
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 11:00am on Wednesday, 18 November 2026
(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.
NZ RegCo Non-objection
NZX Regulation Limited (NZ RegCo) has
provided written confirmation that it does
not object to this Notice of Annual Meeting
pursuant to NZX Listing Rule 7.1.1. However,
NZ RegCo accepts no responsibility for any
statement in this Notice of Annual Meeting.

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SKY NOTICE OF ANNUAL MEETING 2026

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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 Computershare) and a signed certificate
of non-revocation of the power of attorney must be produced to Computershare
with this form.
Companies
This form should be signed by a director. 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 email them to investorrelations@sky.co.nz.
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/Voting 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).
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.
Voting Restrictions
No voting restrictions apply to the resolutions.
Attending the Meeting and voting in person
If you propose to attend the Annual Meeting in person, please bring this Proxy/Voting
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 Friday, 20 November 2026, commencing at 11.00 am (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, Victoria Street West,
Auckland, New Zealand 1142.
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 11.00 am (NZ time) on Wednesday, 18 November 2026.
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).
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 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
Friday, 20 November 2026, commencing at 11.00 am (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/Director
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 retires at the Annual Meeting and is eligible for re-election, be re-elected as a Director
of the Company.
Special Resolution
To consider and, if thought fit, to pass the following special resolution:
5.NRL Rights Transaction
That the NRL Rights Transaction described in the explanatory notes to this Notice of Annual Meeting is
approved for all purposes, including under and for the purposes of NZX Listing Rule 5.1.1(b) and section 129 of
the Companies Act 1993.
The Board unanimously supports resolutions 1-5 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 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 Friday, 20 November 2026,
commencing at 11.00 am (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)
For
Against
Abstain
Proxy
Discretion
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):

---

Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticat ed, th e home
screen will be displayed. You can watch the
webcast, vote, ask qu estion s, an d view meeting
materials in the documents folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
a
utomatically once the meeting has started.
Voting
Reso
lutions will be put forward once voting is
declared open by the Ch air. Once the voting
has opened, the resolution and voting options
will appear.
To vote, simply select your vot ing direction
f
rom
the options shown on scree n. You can vote for all
resolutions at once or by each resolution.
Y
our vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
requi red 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 t
he
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 complet e al l the relevant
fields including title, first name, last name an d
email address.
Pl
ease note, guests will not be abl e to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
Yo
u will receive an email invitation the day before
the meeting to access the onli ne meeting. Click
on the link in the invitat ion to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any issues accessing the
website please call +64 9 488 87 00.
A
ny eligible sharehold er/ proxy attending t
he
m
eeting remotely is eli gible to ask a question.
S
elect the Q&A tab and typ e your question int
o
the box at the bottom of the screen and press
'S
end
'.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If yo
u 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.