SKY Network Television : 2022 Notice of Annual Meeting

Procedural Notes

Resolutions

Resolutions 1 to 4 will each be considered as a separate ordinary resolution, 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 75% of the votes of the shareholders entitled to vote and voting on the resolution.

Attendance at the Company's Annual Meeting

As at the date of the release of this notice, the Company intends to conduct a hybrid meeting whereby shareholders will be able to attend the meeting in person at the Maritime Room, Princes Wharf, Viaduct Harbour, Auckland or online.

Shareholders will be able to participate virtually through the Computershare online meeting platform at https://meetnow.global/nz. To access the meeting, click 'Go' under the Sky TV meeting and then click 'JOIN MEETING NOW'. You will need the latest version of Chrome, Safari or Edge to access the meeting. Please ensure your browser is compatible.

The Computershare online meeting platform enables shareholders to view the meeting and presentations as well as providing the opportunity to vote and ask questions. Instructions on how to participate are available in the Virtual Meeting Guide accompanying this notice and available on the Company's website at www.sky.co.nz/investor-centre/investor-information.

In the event that the Board determines a physical meeting is inappropriate in the circumstances as a result of COVID-19 restrictions or otherwise, the Company may decide to hold a virtual only Annual Meeting. If this occurs, the Company will provide shareholders with notice through an announcement to the NZX, ASX and on the Company's website.

Shareholder Questions

As well as being able to ask questions in person at the meeting venue or through the Computershare online meeting platform, shareholders unable to attend the Annual Meeting in either of these ways can submit questions in advance by emailing them to investorrelations@sky.co.nz.

Webcast

A recording of the Annual Meeting will be made available on the Company's website as soon as practicable following the meeting at www.sky.co.nz/investor-centre/investor-information.

Voting and Proxies

How to vote

There are three methods by which you can exercise your right to vote. Namely, by voting online in advance of the meeting, attending the meeting in person or via the Computershare Online Meeting Platform and voting during the meeting or by appointing a proxy to attend virtually or in person to vote in your place. A voting/proxy form is enclosed with this notice of meeting and contains additional details around voting and appointing a proxy.

All voting at the Annual Meeting will be by poll, as required under the NZX Listing Rules.

Voting at the in-person meeting

attend and vote in your place. A voting/proxy form is enclosed with this notice of meeting and contains additional details around voting and appointing a proxy or representative.

If you are entitled to vote and wish to do so in person at the Annual Meeting, please bring your voting/proxy form with you, as the barcode will assist with your registration.

Voting online prior to the meeting

You can choose to exercise your vote online at www.investorvote.co.nz. You will need to provide your CSN/Securityholder Number, which can be found on the proxy form. Online voting prior to the meeting is available until 10.00am on Monday 31 October 2022 (NZ time).

Voting at the virtual meeting

Those attending the virtual meeting via the Computershare Online Meeting Platform at https://meetnow.global/nzcan cast their vote online during the meeting. Instructions on how to complete this process are included in the Virtual Meeting Guide. If you wish to vote online during the meeting login as a shareholder using your CSN/ Securityholder Number, which can be found on your proxy form, for verification purposes.

Appointing a proxy or representative

If you are unable to attend the meeting in person or online, you may wish to appoint a proxy or representative (in the case of a corporate shareholder) to attend and vote on your behalf. If you wish to appoint a proxy or representative, you must complete the voting/proxy form which provides information on how to make this appointment and ensure it is received by Computershare no later than 10.00am on Monday 31 October 2022 (NZ time). While the completed proxy form can be sent to Computershare via mail or as an email attachment, the Company recommends lodging your proxy online at www.investorvote.co.nz. You will need to provide your CSN/ Securityholder Number, which can be found on your proxy form.

If you wish to appoint a proxy:

• The proxy does not need to be a shareholder.
• You may direct your proxy how to vote, or give your proxy discretion to vote as they see fit. If you wish to give your proxy that discretion, you should mark the appropriate box online or on the voting/proxy form. If you do not mark any appropriate box online or on the voting/proxy form then your proxy may vote or abstain from voting as they see fit.
• The Chair of the meeting, or any other director, is willing to act as proxy. If you appoint the Chair of the meeting or any other director as proxy but do not direct them how to vote on a particular resolution then they will vote your shares in favour of each of the resolutions 1-5.
• If you have not named a proxy, or your named proxy does not attend the meeting, and you have directed how you wish to vote, the Chair will be your proxy.

NZ RegCo Review

NZ RegCo has confirmed it has no objection to this notice of meeting, but takes no responsibility for any statement made in this notice of meeting.

Explanatory Notes

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 (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 2023.

Resolutions 2, 3 & 4 -

Re-election of Directors

Ordinary Resolution

NZX Listing Rule 2.7.1 and ASX Listing Rule 14.4 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.

NZX Listing Rule 2.7.1 also provides that any person who is appointed as a director by the Board shall retire from office at the next annual meeting, but shall be eligible for re-election at that meeting. ASX Listing Rule 14.4 provides that a director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the entity.

Geraldine McBride will stand down from the Board with effect from close of the Annual Meeting. The Board wishes to recognise her service to the Company over the past nine years.

Joan Withers

Joan Withers retires in accordance with NZX Listing Rule 2.7.1 and ASX Listing Rule 14.4 and being eligible, offers herself for re-election.

The Board considers that Joan Withers is an Independent director. The Board unanimously supports her re-election.

Joan Withers was first appointed on 17 September 2019 and was re-elected by shareholders on 19 October 2019. She serves as an Independent director and also as a member of the Audit and Risk Committee and People and Performance Committee.

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, a Director of ANZ Bank New Zealand, a Director of Origin Energy Limited and she has previously held Chair positions at Auckland International Airport and Mercury NZ Limited. Joan is a Trustee of the Louise Perkins Foundation, and is Chair of a steering committee working to increase the percentage of South Auckland Maori and Pacific Island students taking up roles in the health sector. She holds a Master's Degree in Business Administration from the University of Auckland. In 2015 Joan was named Supreme Winner in the Women of Influence Awards and was named as Chairperson of the Year in the Deloitte Top 200 Management Awards.

Philip Bowman

Philip Bowman retires in accordance with NZX Listing Rule 2.7.1 and ASX Listing Rule 14.4 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 re-elected by shareholders on 19 October 2019. He serves as an Independent director and also as Chair of the Board and a member of the Audit and Risk 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, Chairman of Liberty, Chairman of Coral Eurobet, Chairman of Miller Group, and Non-executive Director of Scottish & Newcastle. He currently sits on the boards of two other listed companies, KMD Brands Limited and Ferrovial SA. Philip has a degree with honours in Natural Sciences (University of Cambridge) and Master in Natural Sciences (University of Cambridge). He is also a Fellow of the Institute of Chartered Accountants of England and Wales.

Mark Buckman

Mark Buckman retires in accordance with NZX Listing Rule 2.7.1 and ASX Listing Rule 14.4 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 appointed by the Board on 21 March 2022. He serves as an Independent director.

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. 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.

Resolution 5 -

Capital Return

Background

On 25 August 2022, the Company announced its intention to undertake a capital return to shareholders, on a pro rata basis, of approximately NZ$70 million. The amount to be paid out under the proposed capital return will be funded by cash reserves.

The Board has determined that this return of capital should be effected by way of a Court approved arrangement under Part 15 of the Companies Act (Scheme). The terms of the Scheme are set out in the Scheme of Arrangement Document included in this notice of meeting. The Board considers the proposed Scheme to be fair to all shareholders as it achieves a return of capital on a pro rata basis, with the result that the transaction does not alter the shareholders' relative voting and distribution rights.

The Scheme involves the Company's shareholders having one share cancelled for every six shares held, and receiving a cash sum of NZ$2.40 for each share cancelled (with Australian shareholders being paid the Australian dollar equivalent as explained below). If the number of shares a shareholder owns is not divisible by six, then the number will be rounded up or down to the nearest whole number (with 0.5 rounded up).

The Company has set a cancellation price of NZ$2.40 per share cancelled after taking into account the Company's share price following announcement of the capital return on 25 August 2022. In order to return approximately NZ$70 million of capital to shareholders, applying the cancellation price of NZ$2.40 results in one share for every six shares held by shareholders being cancelled (subject to rounding).

On 31 August 2022, the Company applied to the High Court of

New Zealand for an order directing the Company to put the Scheme to shareholders. The Court made initial orders on 22 September 2022 which require (amongst other things) the Scheme to be approved by special resolution of shareholders (that is, a resolution passed by a 75% majority of the votes of all shareholders entitled to vote and voting at the meeting), and an IRD ruling confirming that the cash sum paid to shareholders under the Scheme is not in lieu of the payment of a dividend to be obtained. The Company will also be seeking a ruling from the Australian Taxation Office in relation to the tax effect of the capital return on Australian tax resident shareholders for Australian tax purposes. However, this is not a condition of the Scheme.

If the resolution is passed and the IRD ruling is obtained, the Company will seek final orders from the High Court sanctioning the return of capital. The final orders that will be sought by the Company sanctioning the Scheme are set out in the copy of the Company's application to the Court (dated 31 August 2022), which is available on the Company's website at www.sky.co.nz/investor-centre/investor-information.

If shareholders do not approve the Scheme or if the IRD ruling is not obtained, the Scheme will not proceed and the Company's application to the High Court will be discontinued. The Company may then consider alternative arrangements for a return of capital to shareholders, which it would notify to shareholders.

The Board unanimously recommends that shareholders vote in favour of the Scheme (Resolution 5).

Rationale for the Capital Return

As at 30 June 2022 the Company held approximately NZ$139 million of cash. This balance arose from both cash generated by the business and the sale of its Mt Wellington properties, which completed in March 2022. In addition, the Company has access to an undrawn banking facility of NZ$150 million.

Against this backdrop, and as previously signaled to the market, the Board undertook a detailed review of the Company's capital management strategy, taking into consideration likely capital needs and opportunities for investment, as well as future performance projections.

Through this process the Board established a capital allocation framework that included establishing a sustainable dividend policy, opportunities to re-invest in the business to support future growth and value creation and identifying any excess capital above these requirements. As signaled in the Company's full year results, current year profits have been separately distributed

by way of a final dividend, with a capital return being the preferred method to distribute excess capital to shareholders.

In determining the preferred form of capital return, the Company sought advice from its external legal advisers, financial advisers, and tax advisers, taking into account sizing, the nature of the Company's shareholder base, and other relevant considerations. In addition, the Company received feedback from a number of shareholders (both retail and institutional), which was also carefully considered.

All capital return methods were considered, including the payment of a special dividend, both on-market and off-market share buyback transactions, and the proposed Scheme, as well as combinations of these methods. After careful consideration by the Board, the preferred method adopted was the Scheme.

In reviewing the options for the return of capital, the Company's objectives included:

1. certainty that the return of capital would proceed with a low level of execution risk;
2. ensuring that the return of capital would be made in a timely manner, so that shareholders receive cash in the near term;
3. ensuring that the payment made to shareholders is appropriately treated as a return of capital for New Zealand tax purposes (see further information under the heading "Taxation - New Zealand" below). The Company will also be seeking a ruling from the Australian Taxation Office in relation to the tax effect of the capital return for Australian tax purposes on Australian tax resident shareholders (see further information under the heading "Taxation - Australia" below); and
4. adopting a method that ensured all shareholders are treated on the same basis and that the return of capital would not materially alter any shareholder's proportionate voting or distribution rights.