2025 Notice of Annual Meeting

Notice of Annual
Meeting 2025
For Shareholders of
Sky Network Television Ltd
Commencing at:
10:30am (NZDT) Friday, 21 November 2025

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SKY NOTICE OF ANNUAL MEETING 2025
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 Philip Bowman as a Director
That Philip Bowman, 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 Dame Joan Withers as a Director
That Dame Joan Withers, 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 Mark Buckman as a Director
That Mark Buckman, 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. NZ Rugby Rights Transaction
That the NZ Rugby 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.
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
22 October 2025
Notice is hereby given that the 2025 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, 21 November 2025, commencing at 10:30am (NZDT).
Notice of Annual Meeting

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SKY NOTICE OF ANNUAL MEETING 2025
Explanatory
Notes
Philip Bowman 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 that Philip Bowman is an
Independent Director. The Board unanimously
supports his re-election.
Philip Bowman was first appointed on 1 September
2019 and was most recently re-elected by
Shareholders on 2 November 2022. He serves as
Chair of the Board, Chair of the Content Rights
Committee and as a member of the Audit and Risk
Committee and the Disclosure Committee.
Philip is a distinguished businessman who has led
several major global companies and served on the
board of a significant number of public and private
companies. Philip brings knowledge of the media
sector, including having served on the board of Sky
UK for ten years. Other roles include Group Finance
Director of Bass, CEO of Bass Retail, CEO of Allied
Domecq, CEO of Scottish Power, CEO of Smiths
Group, senior non-executive director of Burberry,
Chair of Liberty, Chair of Coral Eurobet, Chair of
Miller Group, and non-executive director of Scottish
& Newcastle. He currently sits on the boards of two
other listed companies, KMD Brands and Ferrovial
SE. Philip has a degree with honours in Natural
Sciences (University of Cambridge) and Master in
Natural Sciences (University of Cambridge).
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. 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 PwC for the financial year ending 30 June 2026
(FY26).
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.
Philip Bowman
Independent Director

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SKY NOTICE OF ANNUAL MEETING 2025
Mark Buckman 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 that Mark Buckman is an
Independent Director. The Board unanimously
supports his re-election.
Mark Buckman was first appointed on 21 March
2022 and was re-elected by Shareholders on 2
November 2022. He serves as Chair of the People
and Performance Committee.
Mark is a highly skilled business leader based in
Australia with a deep background in technology
digital innovation, marketing, media and
broadcasting, and customer engagement. His
executive career has spanned North America, UK/
Europe, and APAC, with roles at Foxtel, Telstra, the
Commonwealth Bank of Australia and McCann.
Mark was the Group Managing Director of Telstra
Media overseeing the company’s PayTV and digital
platforms portfolio and Delegate Director across
Telstra’s media investments.
Mark is the Managing Partner, Leadership Advisory
at Hourigan International and specialises in board
and c-suite advisory. Mark is actively involved as
an advisor in tech startups and is a past advisor to
Tech Central. He is a senior advisor to Accenture
and his governance credentials include the boards
of OzTAM, the Australian free-to-air television
consortium, technology start-ups and social
enterprises. Mark has also completed postgraduate
studies in Sustainability and Circular Economy at
Cambridge, in Artificial Intelligence at MIT and in
Cybersecurity at Harvard University.
Mark Buckman
Independent Director
Dame Joan Withers 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 that Dame Joan Withers is
an Independent Director. The Board unanimously
supports her re-election.
Dame Joan Withers was first appointed on 17
September 2019 and was most recently re-elected
by Shareholders on 2 November 2022. She serves
as a member of the Audit and Risk Committee and
the People and Performance Committee.
Dame Joan brings a wealth of experience spanning
a 25-year career in the media industry, including
CEO positions at Fairfax and the Radio Network,
as well as being the former Chair of TVNZ. Joan’s
depth of governance experience includes her current
roles as Chair of The Warehouse Group and as
a director of ANZ Bank New Zealand and Origin
Energy. She has previously held Chair positions at
Auckland International Airport and Mercury NZ.
Joan is a Trustee of the Louise Perkins Foundation
and was formerly Chair of a steering committee
working to increase the percentage of South
Auckland Māori and Pacific Island students taking
up roles in the health sector. She holds a Master
of Business Administration from the University
of Auckland. In 2015, Joan was named Supreme
Winner in the Women of Influence Awards and
Chairperson of the Year in the Deloitte Top 200
Management Awards. In 2024, Joan was made
a Dame Companion of the New Zealand Order
of Merit for services to business, governance and
women.
Dame Joan Withers
Independent Director

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SKY NOTICE OF ANNUAL MEETING 2025
Resolution 5: Approval of the
NZ Rugby 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 NZ Rugby Rights
Transaction (the Special Resolution) and therefore
to decide how to exercise their voting rights.
Certain information in relation to the NZ Rugby
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 NZ Rugby Rights
Transaction.
Capitalised terms used in these explanatory notes
have the meaning given in the Definitions on page
10 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 NZ Rugby Rights
Transaction
Sky and NZ Rugby (on behalf of SANZAAR Rugby
Unions) have reached agreement on the terms of
a five-year broadcast partnership, commencing
January 2026 following expiry of the Current
SANZAAR Rights, which agreement is conditional
on Sky Shareholder approval and subject to final
documentation. Accordingly, Shareholders are now
being asked to approve the proposed acquisition
by Sky of the New Zealand media rights for certain
rugby matches and competitions played in the
period from 1 January 2026 up to 31 December
2030 (referred to as the
Next Rights Period) that
are controlled by the SANZAAR Rugby Unions
(including those secured from the Nations Cup
Unions), which will include rights for the Matches
described below (which is collectively referred to as
the
NZ Rugby Rights Transaction).
Under the NZ Rugby Rights Transaction, Sky
will secure the New Zealand media rights to an
impressive array of rugby for Sky customers,
including established competitions and tours and a
number of new competition formats.
The Matches are expected to include:
International competitions
• Every All Blacks match played in the SANZAAR
countries, including:
º The Bledisloe Cup and The Rugby
Championship, and
º New tours between the Springboks and All
Blacks.
• The new biennial men’s tournament featuring
12 teams across two conferences from the Six
Nations and Southern Hemisphere Unions,
culminating with a grand final series (the new
‘Nations Championship’ tournament, when
finalised).
• The 2029 British & Irish Lions tour to New
Zealand.
• More Black Ferns matches than ever before,
including all matches from:
º The Pacific Four Series
º New September/October internationals, and
º The British & Irish Lions Women’s tour in
2027.
• Māori All Blacks, All Blacks XV and Black Ferns
matches played in the SANZAAR countries.
Club and domestic competitions
• Every match from Super Rugby Pacific, Super
Rugby Aupiki and Super W (and any new
competition featuring Super Rugby teams).
• Every match from the National Provincial
Championship (NPC), selected matches from
the Farah Palmer Cup and the finals of the
Heartland Championship.

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SKY NOTICE OF ANNUAL MEETING 2025
The Matches secured as part of the NZ Rugby
Rights Transaction will complement Sky’s strong
offer of world class Rugby rights, including Men’s
and Women’s World Cups.
Key Terms of NZ Rugby Rights Transaction
The consideration payable for the Next NZ Rugby
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 Next NZ Rugby Rights which will be
paid by Sky under the NZ Rugby Rights Transaction:
• Shareholder approval to Sky’s entry into the
NZ Rugby Rights Transaction is required under
section 129 of the Companies Act 1993 because
the value of the assets to be acquired by Sky
(being the Next NZ Rugby Rights) is more
than half the value of Sky’s assets before the
acquisition and because Sky will incur obligations
or liabilities (being principally the obligation to
pay for the Next NZ Rugby Rights and related
production obligations) in excess of half the value
of Sky’s assets before the transaction. As at 30
June 2025, Sky’s total assets in its Consolidated
Balance Sheet was $672,867,000.
• Shareholder approval to Sky’s entry into the NZ
Rugby 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
Next NZ Rugby Rights) exceeds 50% of Sky’s
“Average Market Capitalisation” (as those
terms are defined in the NZX Listing Rules).
As at 21 August 2025, Sky’s Average Market
Capitalisation was $410,271,530.
• Sky remains committed to its target of
maintaining its total programming costs to
between 47% and 49% of Sky’s annual revenue.
Sky’s revenue guidance for FY26 of between $745
to $770 million includes the costs associated with
the NZ Rugby Rights Transaction in FY26. The
consideration payable under the NZ Rugby Rights
Transaction is expected to be made in monthly
instalments spread over the term of the contract
(60 months), and will be budgeted for and paid
from working capital.
As the holder of the Next NZ Rugby Rights, Sky
will have the right to access the venues at which
Matches are played during the Next Rights Period,
for the purpose of accessing or producing audio-
visual and audio-only coverage of those matches,
together with the ability and right to distribute and
exhibit that coverage in New Zealand. Sky will also
have responsibility for producing coverage of those
matches played in New Zealand (or alternatively
will have the right to access coverage of those
matches).
Sky will be able to distribute and exploit audio-
visual and/or audio only coverage of the Matches
in New Zealand by the licensed platforms and
distribution methods, which will include:
• Various forms of television, including pay and
free-to-air television, and radio;
• Distribution via streaming services, mobile,
broadband, satellite and digital territorial
transmissions;
• Distribution live, delayed and via highlights; and
• Distribution on an on-demand basis.
While the Next NZ Rugby Rights will be granted on
an exclusive basis:
• There will be limited use rights granted in favour
of the SANZAAR Rugby Unions (e.g. to help
promote the game) and other parties such as
Rugby Union sponsors and other licensees of the
SANZAAR Rugby Unions;
• To support the visibility and growth of domestic
rugby, the NZ Rugby Rights Transaction will
enable the sublicense of a selection of live
domestic matches to free-to-air broadcaster
TVNZ (with Sky also providing that content via
Sky’s pay channels and services); and
• NZ Rugby has reserved the right to play up to
five offshore All Blacks and Black Ferns matches
respectively over the five-year term from outside
the scheduled competitions, to support its efforts
to increase its revenue base. New Zealand rights
to broadcast such matches will be negotiated on
a match-by-match basis at the time.
The NZ Rugby Rights Transaction will also give Sky
access to, and the right to distribute and exhibit
within New Zealand, audio-visual coverage of
Archive Matches.

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SKY NOTICE OF ANNUAL MEETING 2025
Business As Usual
The NZ Rugby 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 SANZAAR Rugby
Unions and has held the SANZAAR Rights since
1996. In this time, Sky has always been successful in
acquiring the SANZAAR Rights and has done so in
six five-year blocks covering the periods 1996-2000,
2001-2005, 2006-2010, 2011-2015, 2016-2020 and
2021-2025. The NZ Rugby Rights Transaction will
involve acquiring the Next NZ Rugby Rights for the
Next Rights Period.
The NZ Rugby Rights Transaction is consistent
with Sky’s business strategy of acquiring and
distributing content rights and is very much 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, which Sky has 35 years’
experience of.
Other considerations include:
• The NZ Rugby 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.
• 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. As noted
above, Sky remains committed to achieving its
target for programming costs of between 47%
and 49% of revenue, which is consistent with its
FY26 forecasts.
• The Directors have duties to act in the best
interest of Sky and have approved entry into the
NZ Rugby Rights Transaction on terms that they
believe are commercially sensible for Sky and in
its best interests.
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. For the purposes of the Companies
Act, 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 at 30 June 2025, Sky’s total assets in its
Consolidated Balance Sheet was $672,867,000.
As noted above, the market value of the asset it
wishes to acquire (being the Next NZ Rugby Rights)
and the value of the obligations or liabilities it will
incur (being the obligation to pay for the Next NZ
Rugby Rights and related production obligations)
pursuant to the NZ Rugby Rights Transaction is
more than half the market value of Sky’s total
assets. Accordingly, approval to Sky’s entry into
the NZ Rugby 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”
(as those terms are defined in the NZX Listing
Rules), provided that where approval is required
by special resolution under section 129 of the
Companies Act for that acquisition (as is the case
for the NZ Rugby Rights Transaction) the approval
threshold under NZX Listing Rule 5.1.1 will also be a
special resolution of Shareholders. As at 21 August
2025, Sky’s Average Market Capitalisation was
$410,271,530. As noted above, the Gross Value of
the assets to be acquired by Sky (being the Next
NZ Rugby Rights) exceeds 50% of Sky’s Average
Market Capitalisation. Accordingly, approval to
Sky’s entry into the NZ Rugby Rights Transaction
is required under NZX Listing Rule 5.1.1 by special
resolution of Shareholders.
Shareholder approval was given by way of special
resolution on 17 October 2019 for Sky to acquire the
Current SANZAAR Rights.

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SKY NOTICE OF ANNUAL MEETING 2025
Consequences if the Special Resolution
is passed
If Shareholders approve the Special Resolution
by the requisite majority, Sky will take steps
to formally document the NZ Rugby Rights
Transaction on terms materially consistent with
those detailed in these explanatory notes.
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 to the NZ Rugby Rights
Transaction is not obtained, the Board will continue
to have discretion to acquire the Next NZ Rugby
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 Next NZ Rugby
Rights. This is because Sky anticipates the market
value of the Next NZ Rugby 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. While this is a matter for
the SANZAAR Rugby Unions to determine, in Sky’s
opinion, it is likely that the SANZAAR Rugby Unions
will either wish to sell the Next NZ Rugby Rights
in one transaction to one primary rights holder,
as they have done since 1996, rather than splitting
those rights up into different packages, or choose
to exploit those rights direct to consumer.
To date, the SANZAAR 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 rights
since it creates certainty for the rights holder, and
it is likely that this will continue (other than with
the specific carve-outs mentioned above, including
a free-to-air sublicence for provincial matches). As
a result, if the Special Resolution is not approved
and Sky does not become the holder of the Next
NZ Rugby Rights, Sky expects there would be no
alternative means of acquiring the Next NZ Rugby
Rights as they are likely to be sold to another party
on an exclusive basis and/or exploited direct to
consumer by one or more of the SANZAAR Rugby
Unions. This is expected to have an adverse impact
on Sky and Shareholders.
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

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SKY NOTICE OF ANNUAL MEETING 2025
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 NZ Rugby 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.
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.
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 2025
Definitions
Archive Matches
Matches played during the period from 1 January 1996 to 31 December
2025.
Current SANZAAR Rights
The rights secured from NZ Rugby (on behalf of the SANZAAR Unions)
for the 5-year period from 1 January 2021 to 31 December 2025. These
currently relate to The Rugby Championship, other test matches played
in South Africa, New Zealand and Australia, Super Rugby Pacific, Super
Rugby Aupiki and the domestic competitions in South Africa, New Zealand
and Australia.
Matches
The rugby matches to be played during the Next Rights Period that
are covered by the NZ Rugby Rights Transaction, as summarised in the
Overview above. The Matches do not include the Six Nations matches or
matches controlled by World Rugby (such as the Rugby World Cup and
HSBC World Sevens Series matches), that have been secured separately
by Sky.
Next NZ Rugby Rights
The rights secured from NZ Rugby (on behalf of the SANZAAR Unions)
under the NZ Rugby Rights Transaction.
Next Rights PeriodThe period from 1 January 2026 up to 31 December 2030.
NZ Rugby Rights
Transaction
The acquisition of the Next NZ Rugby Rights (and/or any subset of those
rights) for the Next Rights Period, and Sky’s entry into any agreements or
arrangements to enable or support that acquisition (including any rights
contracts with the SANZAAR Rugby Unions and/or other entities, and any
production and distribution arrangements).
SANZAAR Rights
The rights to access grounds in order to produce, and distribute and
exhibit within New Zealand, audio-visual and/or audio only coverage of the
matches.
SANZAAR Rugby Unions
The four national governing bodies for rugby in South Africa, New Zealand,
Australia and Argentina and/or their successors and related entities

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SKY NOTICE OF ANNUAL MEETING 2025
Procedural Notes
Attendance at Sky’s
Annual Meeting
As at the date of the release of this notice, Sky
intends to conduct a hybrid meeting whereby
Shareholders will be able to attend the meeting
in person 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 10:30am
(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 either during or 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, 19 November 2025, 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.
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.

12
SKY NOTICE OF ANNUAL MEETING 2025
• 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:
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
10:30am on Wednesday, 19 November 2025 (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 10:30am on Wednesday, 19 November 2025
(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.

---

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 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.
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, 21 November 2025, commencing at 10.30 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, 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 Wednesday, 19th November 2025.
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 Prox
y 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).
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,
21 November 2025, commencing at 10.30 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 Philip Bowman as a Director
That Philip Bowman, 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 Dame Joan Withers as a Director
That Dame Joan Withers, 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 Mark Buckman as a Director
That Mark Buckman, 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.NZ Rugby Rights Transaction
That the NZ Rugby Rights Transaction described in the explanatory notes to the 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 on Friday, 21 November 2025,
commencing at 10.30 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.