Annual Shareholders’ Meeting 2021 - Notification of Updated Constitution

ASX Listing Rules 15.4 and 15.5

Sky New Zealand

PO Box 9059

28 October 2021Newmarket

Auckland 1149

New Zealand

10 Panorama Road

Mt Wellington

Auckland 1060

New Zealand

T. [phone]

sky.co.nz

SKT - Amended Constitution

At Sky Network Television Limited's Annual Shareholders' Meeting, held via a virtual meeting on Thursday 28 October 2021, shareholders passed a special resolution to amend the Company's constitution in the manner described in the explanatory notes of the Notice of Meeting, with effect from the close of the Annual Meeting.

The amended constitution is attached to this notice.

ENDS

Authorised for release by James Bishop, Company Secretary

Queries may be directed to:

James Bishop

Company Secretary

P: [phone]

E: [e-mail]

Constitution Of Sky

Network Television

Limited

CONSTITUTION OF SKY NETWORK TELEVISION LIMITED
CONTENTS
1	INTERPRETATION	1
2	RELATIONSHIP WITH RULES	2
3	SHARES	3
4	DISTRIBUTIONS	4
5	CALLS, FORFEITURE AND LIENS	4
6	TRANSFER OF SHARES	5
7	SHARE BUYBACKS	5
8	SHAREHOLDER MEETINGS	6
9	DIRECTORS	6
10	BOARD MEETINGS	7
11	INDEMNITY AND INSURANCE	8
12	CONTRACTING BY THE COMPANY	8
13	LIQUIDATION	8
SCHEDULE 1 - SHAREHOLDER MEETINGS	9
SCHEDULE 2 - DIRECTORS' MEETINGS	12
SCHEDULE 3 - CALLS, FORFEITURE AND LIENS	14

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CONSTITUTION OF SKY NETWORK TELEVISION LIMITED

1 INTERPRETATION

1. Definitions
   In this Constitution, unless the context otherwise requires: Act means the Companies Act 1993.
   ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
   ASX Listing Rules means the listing rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX, and any reference to any ASX Listing Rule shall be construed accordingly.
   Company means Sky Network Television Limited.
   Director means a person appointed as a director of the Company in accordance with this Constitution.
   NZX means NZX Limited, its successors and assigns and, as the context permits, includes any duly authorised delegate of NZX.
   NZX Listing Rules means the listing rules applying to the NZX Main Board (or any successor to that market) as altered from time to time by NZX, subject to any ruling or waiver relevant to the Company granted by NZX from time to time, and any reference to any NZX Listing Rule shall be construed accordingly.
   Rules means the ASX Listing Rules and the NZX Listing Rules. Share means a share in the Company.
   Shareholder means a person whose name is entered in the share register of the Company as the holder for the time being of one or more shares.
2. Interpretation
   In this Constitution, unless the context requires otherwise (whether or not expressed with an initial capital letter):
3. 1. subject to clause 1.1, words or expressions:
   2. 1. which are defined in the Act have the same meanings as in the Act; or
      2. which are defined in the Rules have the same meanings as in the Rules;
   3. References to:
   4. 1. clauses and Schedules are to clauses of and Schedules to this Constitution; and

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1. 1. paragraphs in a Schedule are to the paragraphs in that Schedule;
2. the headings to clauses are inserted for convenience only and shall be ignored in interpreting this Constitution;
3. the word including and other similar words do not imply any limitation;
4. the plural includes the singular and vice versa;
5. a reference to any legislation (including any Act or legislative or other instrument) includes any legislative or other instrument made under that legislation and amendments to or replacements of any of them from time to time; and
6. a reference to a Rule or the Rules includes that Rule or the Rules as from time to time amended or substituted.

2 RELATIONSHIP WITH RULES

1. Incorporation of NZX Listing Rules:
   While the Company is Listed, this Constitution is deemed to incorporate all provisions of the NZX Listing Rules required under the NZX Listing Rules to be contained or incorporated by reference in this Constitution, as those provisions apply from time to time (and as modified by any Ruling relevant to the Company).
2. Company must comply with NZX Listing Rules:
   While the Company is Listed, the Company must comply with the NZX Listing Rules. Subject to clause 2.3, if this Constitution contains any provision inconsistent with the NZX Listing Rules, then the NZX Listing Rules prevail.
3. NZX Rulings:
   If NZX has granted a Ruling in relation to the Company authorising any act or omission which in the absence of that Ruling would be in contravention of the NZX Listing Rules or this Constitution that act or omission will, unless a contrary intention appears in this Constitution, be deemed to be authorised by the NZX Listing Rules and by this Constitution.
4. Effect of failure to comply with NZX Listing Rules:
   Any failure to comply with the NZX Listing Rules does not affect the validity or enforceability of any transaction, contract, action or other matter whatsoever (including the proceedings of, or voting at, any meeting) done or entered into by, or affecting, the Company, except that a party to a transaction or contract who knew of the failure to comply with the NZX Listing Rules is not entitled to enforce that transaction or contract. This clause does not limit the rights of any holder of securities of the Company against the Company or the Board arising from failure to comply with the NZX Listing Rules.
5. Company must comply with ASX Listing Rules while listed by ASX: While the Company is admitted to the official list of ASX:
6. 1. notwithstanding anything contained in this constitution, if the ASX Listing Rules prohibit an act being done, the act shall not be done;

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