Notice of Annual Meeting – 2025 Annual Meeting

Notice of Annual Meeting
2025

The 2025 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 2025 Annual Meeting.
On behalf of the SkyCity Board

PHIL LEIGHTLEY
Company Secretary
30 September 2025
Dear Shareholder
and/or Bondholder
ANNUAL MEETING OF SHAREHOLDERS
Date:Friday 31 October 2025
Time:10.00am (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. Resolutions
Shareholders will be asked to consider and,
if thought appropriate, pass the following
ordinary resolutions:
1. To re-elect Kate Hughes
Kate Hughes retires f rom office at the Annual
Meeting and, being eligible, offers herself for
re-election
2. To re-elect Glenn Davis
Glenn Davis 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
D. General Business and Questions from
Shareholders and Bondholders
Response to questions submitted prior to the
Annual Meeting (to the extent the questions have
not already been addressed in the above addresses)
and questions raised at the Annual Meeting
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.
23
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.
45
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
Wednesday 29 October 2025 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 10.00am (New Zealand time) on
Wednesday 29 October 2025.
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
resolution 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.
67
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.
Kate Hughes was appointed to the SkyCity Board
in September 2022 and elected by shareholders
in October 2022. Accordingly, she retires at the
Annual Meeting and offers herself for re-election in
accordance with NZX Listing Rule 2.7.1.
The Board considers Kate to be an independent
director and unanimously recommends that
shareholders vote in favour of her re-election.
SKYCITY BOARD COMMITTEES
• Chair of the Risk and Compliance Committee
• Member of the Governance and Nominations
Committee
• Member of the Audit Committee
• Member of the Transformation Sub-Committee
BACKGROUND
Kate is an experienced non-executive director,
holding board and committee roles across a diverse
portfolio.
Kate is currently on the Boards of the Australian
Maritime Safety Authority, SuniTAFE and Lower
Murray Water. She is also the Chair of ClinicTech
and chairs the Audit and Risk Committees for the
Victorian Department of Health and the Australian
Prudential Regulation Authority.
Resolutions
RESOLUTION 1
Re-election of
Kate Hughes
Prior to embarking on a governance career,
Kate held executive roles in risk management,
governance, and compliance across various sectors,
including financial services, agribusiness, fast
moving consumer goods, telecommunications, and
tertiary education. Her private sector experience
is complemented by regulatory experience at the
Australian Securities and Investments Commission
and NSW Treasury.
Kate holds tertiary qualifications in commerce,
applied finance and occupational health and safety,
and is a graduate of the Australian Institute of
Company Directors.
89
SKYCITY ENTERTAINMENT GROUP

RESOLUTION 2RESOLUTION 3
Re-election of
Glenn Davis
Remuneration of Auditor
Glenn Davis was appointed
to the SkyCity Board in 2022
and elected by shareholders in
October 2022. 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 Glenn to be an independent
director and unanimously recommends that
shareholders vote in favour of his re-election.
SKYCITY BOARD COMMITTEES
• Member of the Risk and Compliance Committee
• Member of the Governance and Nominations
Committee
• Member of the Transformation Sub-Committee
• Non-executive director and Chair of the SkyCity
Adelaide Board
BACKGROUND
Glenn has practised as a solicitor in corporate and risk
throughout Australia for over 35 years with expertise
and experience in the execution of large transactions,
risk management and in corporate activity regulated
by the Australian Corporations Act and ASX.
Glenn has extensive board experience across the
public, private, family and government sectors. Upon
stepping down f rom the Board of Adrad Holdings
Limited in September 2025, Glenn holds three
directorships, allowing him to devote sufficient time
to his role on the Board of SkyCity. As well as being
a SkyCity director, Glenn is also currently a director
of ASX-listed entities Elders Limited (as Chair f rom 1
November 2025), and iTech Minerals Limited (as Chair).
He has broad board experience over many years in the
manufacturing, resources, retail, property, seafood, and
primary production industries.
Glenn holds tertiary qualifications in law and
economics and is a fellow of the Australian Institute of
Company Directors.
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.
1011
SKYCITY ENTERTAINMENT GROUP

skycityentertainmentgroup.com

---

YOUR SECURE ACCESS INFORMATION
Control Number: 108103 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.
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 Chair of the Annual 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 10.00am (New Zealand time) on
Wednesday 29 October 2025.
The Chair of the Annual Meeting is willing to act as proxy for any
securityholder who wishes to appoint him/her for that purpose
– simply insert 'the Chair' 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 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.
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 2025 ANNUAL MEETING
Smartphone
Scan the QR code
For your proxy appointment to be effective, it must be received by 10.00am (New Zealand time) on Wednesday 29 October 2025.


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
HYBRID MEETING
The 2025 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 2025 Notice of Annual Meeting and the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz.

Ordinary Business
Item 1 To re-elect Kate Hughes
Item 2 To re-elect Glenn Davis
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 Chair of the Annual Meeting or another director of SkyCity Entertainment Group Limited, please ensure that you provide
their contact details (phone and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting
for your proxy.
Proxy contact details (Phone): and (Email):
ForAgainst
Proxy
Discretion
Abstain
Securityholder 1 Securityholder 2 Securityholder 3
STEP 1
Please note: Shareholders can still attend the meeting even if they have appointed a proxy (although they will not be able
to vote if a proxy has been appointed).
Contact Name Contact Daytime Telephone Date
Please note: If you mark the 'abstain' box for any resolution, you are directing your proxy NOT to vote on your behalf on
that resolution and your vote will not be counted when calculating the required majority for that resolution.
ITEMS OF BUSINESS - VOTING INSTRUCTIONS/BALLOT PAPER
SIGNATURE OF SECURITYHOLDER(S) This section must be completed.
as my/our proxy to attend and vote for me/us on my/our behalf in accordance with the following directions at the Annual
Meeting of SkyCity Entertainment Group Limited to be held in the SkyCity Theatre, Level 3, SkyCity Auckland, corner of
Wellesley and Hobson Streets, Auckland, and via an online platform on Friday 31 October 2025 commencing at 10.00am
(New Zealand time) and at any adjournment of that meeting.
hereby appoint
of
or failing him/her
of
APPOINT A PROXY TO VOTE ON YOUR BEHALF
ATTENDANCE SLIP
STEP 2
SIGN
PROXY/CORPORATE REPRESENTATIVE FORM
The Chair of the Annual 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 Chair as your proxy by inserting 'the Chair' below.
I/We, being a shareholder/s of SkyCity Entertainment Group Limited,
This form is to be used to vote as follows on the following:
CSN/Securityholder Number:
Number of Shares:
CSN/Securityholder Number:
Number of Shares:
Annual Meeting of SkyCity Entertainment Group Limited to be held in the SkyCity Theatre,
Level 3, SkyCity Auckland, corner of Wellesley and Hobson Streets, Auckland,
on Friday 31 October 2025 at 10.00am (New Zealand time).