Notice of Annual Meeting

VISTA GROUP INTERNATIONAL LIMITED
Annual Meeting of Shareholders
Notice of
Meeting
2020

2020 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS2
Due to the current COVID-19 pandemic, Vista Group International Limited (Vista Group) will hold its
2020 Annual Meeting of Shareholders online only.
Notice is given that the Annual Meeting of Shareholders of Vista Group will be held online at
www.virtualmeeting.co.nz/vgl20 on Thursday, 28th May 2020 at 3:00pm.
ITEMS OF BUSINESS
• Chair’s introduction and address
• Chief Executive Officer’s address
• Resolutions
• General business and shareholder discussion
RESOLUTIONS
To consider, and if thought fit, to pass the following ordinary resolutions:
Resolution 1
That the Board is authorised to fix the fees and expenses of PwC as auditor for the ensuing year.
Resolution 2
Having retired by rotation, that Brian Cadzow be re-elected as a Director of Vista Group.
Resolution 3
Having retired by rotation, that James Ogden be re-elected as a Director of Vista Group.
Further information relating to these resolutions is set out in the Explanatory Notes accompanying this
Notice of Meeting. Please read and consider the resolutions together with the Explanatory Notes.
By order of the Board of Directors.
Kirk Senior
Chair of the Board of Directors
Vista Group International Limited
28 April 2020
VISTA GROUP INTERNATIONAL LIMITED
NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS

2020 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS3
RESOLUTION 1: APPOINTMENT OF AUDITORS AND AUDITORS’ REMUNERATION
Pursuant to section 207T of the Companies Act 1993, PricewaterhouseCoopers is automatically re-appointed
as the auditors of Vista Group at the Annual Meeting. Shareholders are being asked to resolve that the Board
be authorised to fix the remuneration of PricewaterhouseCoopers as the auditors of Vista Group for the 2020
financial year.
RESOLUTIONS 2 AND 3: RE-ELECTION OF DIRECTORS
In accordance with NZX Listing Rule 2.7.1, Brian Cadzow and James Ogden retire by rotation and, each being
eligible, offer themselves for re-election.
The Board (other than Brian Cadzow and James Ogden in respect of their own positions) unanimously
recommends that you vote in favour of the re-election of each of Brian Cadzow and James Ogden as
Directors. The Board supports their re-election as the Board considers their experience and skill sets
contribute to the overall mix of functional and strategic competencies required by Vista Group.
For the purposes of the NZX Listing Rules, in the Board’s view:
• if Brian Cadzow is re-elected as Director, he will not qualify as an Independent Director; and
• if James Ogden is re-elected as Director, he will qualify as an Independent Director.
Brief biographical details of each of Brian Cadzow and James Ogden are set out below:
Brian Cadzow
Brian is one of the co-founders of Vista Group. He has had a long career in finance positions in the Industrial,
Media, Transport and Technology sectors for listed and private companies. He operated his own consulting
business for 10 years with Vista Group a major client before he joined them as a full-time employee in 2008.
Brian brings the experience of understanding the market in which Vista Group operates and the background
behind many of the transactions that have built up the combined Vista Group of companies.
Brian is also on the Board of the Titirangi Golf Club.
James Ogden
James brings strong financial expertise to the Board as well as governance experience across a broad range
of industries. James also chairs the Audit and Risk Committee for Vista Group. He has had a distinguished
career as an investment banker for over a decade and for eight years he worked in the New Zealand dairy
industry in chief executive and finance roles. In addition to Vista Group, James is also a director of Summerset
Group Holdings Limited. James chairs the special division of the New Zealand Markets Disciplinary Tribunal
and chairs the Investment Committee of Pencarrow Private Equity. James’ previous directorships include The
Warehouse Group Limited, Alliance Group Limited, New Zealand Post Limited and Kiwibank Limited. He was
also a Member of the Council of Victoria University of Wellington.
EXPLANATORY NOTES

2020 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS4
VIRTUAL ANNUAL MEETING OF
SHAREHOLDERS
Shareholders will only be able to attend and
participate in the Annual Meeting virtually
via an online platform provided by our share
registrar, Link Market Services Limited, at www.
virtualmeeting.co.nz/vgl20. Shareholders
attending and participating in the Annual Meeting
virtually via the online platform will be able to vote
and ask questions during the Annual Meeting.
More information regarding virtual attendance at
the Annual Meeting (including how to vote and ask
questions virtually during the Meeting) is available
in the Virtual Annual Meeting Online Portal Guide
available at https://bcast.linkinvestorservices.
co.nz/generic/docs/OnlinePortalGuide.pdf.
PROXIES
Any shareholder who is entitled to attend and
vote at the Annual Meeting may appoint a proxy,
who need not be a shareholder, to attend and
vote instead of that shareholder by completing
and returning the enclosed proxy form. If a
shareholder appoints a proxy that shareholder
may either direct the proxy how to vote or give
the proxy discretion to vote as that proxy sees
fit. If the shareholder wishes to give the proxy
discretion then the shareholder must mark the
appropriate boxes on the proxy form to grant the
proxy that discretion. If the shareholder does not
tick any box for a particular resolution, then the
instruction will be to “abstain”. Shareholders can
elect to vote their proxies on-line by visiting
www.virtualmeeting.co.nz/vgl20 or by
scanning the QR code on the proxy form using a
smartphone.
NZX REGISTER HOLDERS
Shareholders will need to enter their CSN/Holder
Number and Authorisation Code (FIN) to securely
complete the proxy appointment.
ASX REGISTER HOLDERS
Shareholders will need to enter their Holder
Number and postcode to securely complete their
proxy appointment. If a shareholder wishes to
mail the proxy form then it should be sent to our
share registry, Link Market Services Limited,
using the freepost envelope incorporated into the
form. Alternatively, shareholders can scan and
email the completed proxy form to meetings@
linkmarketservices.co.nz, or New Zealand
based shareholders may fax the form to (09) 375
5990 and overseas shareholders may fax it to
+64 9 375 5990. The completed proxy form must
be received by the share registry no later than
3.00pm (New Zealand time) on 26 May 2020. Any
proxy form received after that time will not be valid
for the Annual Meeting.
VOTING
Voting on all of the resolutions will be by way
of poll, meaning that each shareholder of Vista
Group has one vote for each ordinary share in
Vista Group held by that that shareholder.
Voting entitlements for the meeting will be
determined as at 7.00pm (New Zealand time) on
26 May 2020. Registered shareholders at that
time will be the only persons entitled to vote at the
meeting (either in person or by proxy) and only the
shares registered in those shareholders’ names at
that time may be voted at the Annual Meeting
Resolutions 1, 2 and 3 are ordinary resolutions
and must be passed by a simple majority of
the votes of those shareholders of Vista Group
entitled to vote and voting on the resolutions.
MORE INFORMATION
If you have any questions, or require any further
information, please contact Vista Group’s General
Counsel and Company Secretary, Kelvin Preston,
on +64 21 108 9376.
IMPORTANT NOTICE

Vista Group International Limited
Level 3, 60 Khyber Pass Road
Newton, Auckland 1023
Phone: +64 9 984 4570
Email: info@vistagroup.co.nz
Website: www.vistagroup.co