Vista Group in the Box Seat for the Future of Movies

Annual
Report
20
20
Vista Group
International
Limited

Contents
This report is dated 26 February 2021 and signed
on behalf of Vista Group International Limited by
Susan Peterson and Murray Holdaway.
Murray Holdaway
Director
Susan Peterson
Chair
Enhancing the
moviegoer experience
02 Letter from the Chair and CEO
06 Our Board
07 Key themes for 2021
08 Group overview
10 Customer focused innovation
16 The Vista Cloud journey
18 Our climate, people and community
24 Group trading overview
33 Corporate governance
54 Financial statements
109 Independent auditor’s report
116 Corporate information

Dear Shareholder,
Welcome to the Annual Report
for Vista Group International
Limited (Vista Group) for
the financial year ended
31 December 2020.
There is no doubt that 2020 has been
an unprecedented year as the COVID-19
pandemic impacted the lives of us all.
We extend our best wishes to you and
trust that those you care about are safe
and well.
For Vista Group, the 2020 year started
strongly. However, by March it had
become apparent that the global
environment was rapidly changing as
the impact of the pandemic escalated
around the world. While many things
became very different, we continued
to focus on the same things we have
always prioritised.
For us, it has always been about
focusing on the wellbeing of our people,
relentlessly supporting our customers
to be successful, and finding new ways to
increase our relevance to more customers.
Our team
Our people have been terrific — they have
remained resilient and engaged despite
all that 2020 threw at us. As we prioritised
everyone’s health, the transition to
working from home was seamless
(though undoubtedly for our teams
in the Northern Hemisphere it is wearing
very thin) and the team maintained
their usual productivity. We found new
ways to care for our people, including
a particular focus on those who are
enduring extended lockdowns. We also
introduced an all employee share scheme
to give our team the opportunity to share
in the future success of Vista Group.
Our customers
We have sustained our unrelenting
focus on supporting our customers
by continuing to deliver the innovation
that has helped them most throughout
the year. For 2020, this meant that we
have been most focused on supporting
our customers to be resilient.
The work on Vista Cloud, in raising the
priorities of the digital product suite,
and in Movio with Cinema Essentials
(making it easier for cinemas to reach
the next moviegoer) and Research 2.0
(to create efficiency for Vista Group
and our customers) has been impressive.
This work not only maintains our lead in
product development but also establishes
a new platform for expanding our
customer relevance moving forward.
We wish to thank all of our customers —
studios, distributors, and the community
of exhibitors both large and small around
the world — who, despite the challenges
they have been facing, have supported
us throughout.
Letter from the Chair and CEO • 32

We can’t think of a tougher
year than what was thrown
at us in 2020, nor can we
think of a better group of
people with whom to face
such a year — to rise to the
challenge and collectively
see our way through.
Sales and business development
We have continued to see a consistent
trend of sales and business development
activity — in particular with our studio
and distributor customers. Naturally the
level of activity was subdued compared
to previous years, but new customers
were won in all territories, with a solid
level of follow-on business anticipated.
The major implementation at Odeon
Cinemas in the UK and Ireland concluded
the roll-out (with all cinema software
implemented) in late November 2020, and
the first phase of the project is planned
to finish during the first quarter of 2021.
This was achieved despite the challenges
of lockdown protocols in that region
throughout most of the year.
With the SaaS portion of our business
continuing to grow, we are moving to
reporting our operating financials and
performance metrics on a SaaS basis
going forward. This is an important part
of our transformation as it provides a
more integrated customer proposition,
and also enables our team to prioritise
those activities that deliver us the
greatest value.
Strong balance sheet
Despite the support we have provided our
customers to help them remain resilient,
their challenges have still had a significant
impact on the financial performance
of our businesses. The actions we have
taken during 2020 to maintain our strong
balance sheet have served us well.
We were delighted with the support that
we received for our successful capital
raise in April and, while the organisational
restructure that we implemented across
Vista Group was tough on our team,
the new structure was an important
enabler for the successful delivery of
our integrated customer strategy. These
changes have also enabled us to maintain
positive cashflow from operating activities
for the full year, maintain our cash draw
within our forecast range, and end the
year with a $67m cash balance — more
than enough to see us through 2021.
The future
We are confident that the cinema
experience will rebound at some point
during the year, and we are in good
shape to help lead that rebound.
The trajectory in China has demonstrated
the rebound — cinemas in China were
able to reopen in late July and have
been well patronised. Since that time
90%+ of cinemas in China have remained
open — heavily reliant on local content to
drive box office. In the rest of the world,
we saw reopening increase as the
Northern Hemisphere summer progressed
to the point where by October 75% of
cinemas were open. However the onset
of the second wave in autumn and winter
saw the year end with only just over
50% of rest of world cinemas open —
propped up by a strong performance
in Asia Pacific.
The rebound in China (and in Australia,
New Zealand, and Japan) supports
our positive view of the future — when
cinemas open and content flows — people
flock back to the cinema experience.
Leadership changes
We would like to take this opportunity to
recognise the contribution that Kirk Senior
has made to our team. As Executive Chair
from the time of our IPO in 2014, Kirk’s
stewardship through all circumstances
has earned him the admiration of all
with whom he has worked. We’re very
pleased to retain Kirk’s contribution
as a Non-Independent Director.
In early 2021, we will farewell
Brian Cadzow, one of the founders of
Vista Group. Brian’s vision, leadership and
humanity have been imprinted into Vista
Group’s DNA. We remain deeply grateful
to Brian for all that he has contributed
to making Vista Group so successful, and
we wish him well for his retirement.
Effective on 1 January 2021, we
welcomed Claudia Batten to the Board
as an Independent Director. Claudia
is an acknowledged “World Class
New Zealander” who is based in LA.
Claudia brings deep experience in
growing global technology companies
successfully around the world. Claudia’s
addition also means that we now have
a majority of Independent Directors on
the Board, including all chair roles.
We can't think of a tougher year than
what was thrown at us in 2020, nor can
we think of a better group of people
with whom to face such a year — to rise
to the challenge and collectively see our
way through. We can be rightly proud
of where we stand today. It comes down
to having a terrific team and enjoying
tremendous support from our customers,
shareholders and the communities that
we serve.
Thank you all again for your continued
support. We look forward to a full slate
of blockbusters, warm popcorn and
the experience of laughing, crying and
maybe being a little frightened by great
movies in 2021.
Lights, camera, action!
Kimbal Riley
CEO
Susan Peterson
Chair
Letter from the Chair and CEO • 54

Key themes
2021
Bring
moviegoers
back
Build beautiful and
powerful software
0102
Create value
through insights
03
Admired
company
04
Our Board
Our Board as of 1 January 2021 includes:
Susan Peterson
Independent Chair
Claudia Batten
Independent Director • NRC member
Brian Cazdow
Executive Director
Murray Holdaway
Executive Director
Cris Nicolli
Independent Director
NRC Chair • ARC member
James Ogden
Independent Director
ARC Chair • NRC member
Kirk Senior
Non-Independent Director
ARC member
Key themes for 2021 • 76 • Our board

Group overview
Vista Group’s mission is
to ‘enhance the moviegoer
experience’. We know that
if we keep the moviegoer’s
experience at the centre of
what we do, our customers
will continue to benefit
from the value we deliver
to their customers.
Vista Group businesses span the full value
chain of the film industry, from production
and distribution to cinema exhibition
and the moviegoer. The graphic on the
right illustrates how Vista Group views its
vertical market and the fit of its products.
Our products follow the film from its
creation through to screenings by the
moviegoer — the tracking of all the data,
interrelationships and information that is
needed by each party for the duration of
that journey. We report on the box office
performance of the movie — back through
the cinema exhibition channels — to the
entity that made and invested in the film
at the start.
The data aggregation and analysis
that is required by the film industry is
significant. This provides many additional
opportunities for Vista Group products
such as Movio, Numero and Powster.
It has also created the opportunity to
enable more efficient access to data for
industry participants leading to Vista
Group’s investment in movieXchange,
Movio Media and additional modules
within the Vista Cinema product set.
Despite the impact of the COVID-19
pandemic in 2020, we anticipate the
global cinema market will continue to
expand over time with the number of
cinema screens increasing and box office
revenue rebounding. Industry trends
of consolidation, premiumisation,
data-driven decisions and marketing,
drive the product functionality of
Vista Group to support industry
participants across the spectrum to
improve their service offerings.
Vista Group continues to lead the global
industry in creating innovation-focused
products and services that meet, and
aim to exceed, the needs and wants of
our customers and their moviegoers.
Our businesses
ProductionDistributionExhibitionMoviegoer
Vista Cinema
Movio
Numero • Maccs
Powster
Flicks
Core Businesses Additional Group Companies
Group overview • 98

Customer focused
innovation
Despite the disruption and
uncertainty that 2020 brought,
we continued our endeavors to
deliver innovative new features
and technology with one thing
in mind — our customers. With
a deep understanding of our
industry and the challenges
our customers were facing, we
adapted to deliver new products
and features that would make
a difference. We share some
highlights from across our Group
businesses, showcasing the variety
of innovation and technology
delivered throughout the year.
Customer focused innovation • 1110

Social Distance
Seating
The most difficult code to include in the
Vista Cinema system, was a revolutionary
seating solution which automatically
restricts seat reservations during
booking to ensure safe distances are
maintained between moviegoers.
The technology forces a two-seat
spacing between groups within a row,
as well as alternating rows to create
six feet of social distancing space to
the front and rear of a customer.
The Ultimate Cinema
Re-opening Kit
As cinemas started to re-
open for the first time around
the world, there was a strong
emphasis on adapting. Vista
Cinema had been preparing
for this moment, determining
the technology we could
package together to help
cinemas restart operations
or what missing pieces of
technology could be built.
After six weeks of development, the
Cinema Re-opening Kit was launched
in May, providing a series of products,
features and suggestions that exhibitors
could utilise as they resumed business.
The kit takes into consideration the
technology needed to support every
step of the moviegoer journey — from
booking tickets and seats at home to
ordering and picking up concessions,
and ensuring a safe experience once at
the cinema. Some highlights of the kit
include the following:
Full Self-Service
Food & Beverage
A strong emphasis for the technology
was on a contactless experience,
ensuring the safety of staff and
moviegoers. Self-service technology
enables moviegoers to purchase food
and beverages via exhibitors' websites,
mobile app or kiosk, removing the need
for direct interaction in the cinema. With
a combination of digital signage and app
notifications, customers can be notified
when their order is ready to restrict
queues and ensure minimal contact.
Contact Tracing
A concept relatively unknown at the
start of 2020, contact tracing is now
baked into Vista Cinema’s software.
Cinema operators can collect
moviegoers’ details from any sales
channel, even third parties. If contact
tracers ask an exhibitor for a list
of attendees at a specific showtime
and location, the cinema will have
it on hand through Vista’s system.
Customer focused innovation • 1312

Spotify AR
Attracting more
engaged audiences
Using volumetric capture and WebAR,
Powster created the first ever AR artwork
on Spotify in 2020. Fans could play Sam
Smith’s Diamonds and scan the cover art
to interact with a hologram of Sam Smith
dancing right on their mobile device.
Since launch, the activation has attracted
and engaged fans from around the globe.
As the first of its kind, the experience has
garnered attention from online publishers
including Rolling Stone and Musically,
as well as earning an FWA award.
mica
Supporting independent
distribution needs
In September 2020, Maccs launched
mica, a new system for independent
distributors. Purpose-built from the
ground up, mica meets the needs of the
under-served independent distributor
market at a crucial time in the global
cinema environment. The new product
takes the complexity out of operations
and allows distributors to focus on
sales and the running of the business
through the automation of key tasks
that previously were executed via
spreadsheets and emails. Built using
the latest in cloud technology, means
no on-site installation, seamless updates
and an interface optimised for PC,
mobile and tablet.
Madex
AI-driven tool to optimise
media investment
Madex (the Moviegoer Audience Data
Exchange) launched in Australia in 2020,
with the first campaign run through the
tool for the release of Tenet. The goal is to
allow exhibitors and distributors to easily
understand and connect with their ideal
audiences via digital and social media
channels, using advanced AI tools to
optimise their media investment.
The omni channel digital and social
solution supports Google, Facebook,
Twitter, Snapchat and will be used
for future digital options, such as
The Trade Desk or Connected TV.
Madex uses optimised versions
of Movio’s Propensity and
Similarity Algorithm to create
and target audiences.
mica
Spotify AR
Madex
Customer focused innovation • 1514

The Vista Cloud journey
Digital channels
• Rove - new mobile app for concession sales
• SaaS web ticketing platform
• SaaS digital sales API
Customer benefits
• Central identity management
• All-browser cinema management suite
Cloud engineering
• Continuous delivery pipeline
• Container support for digital sales API
• Customer onboarding support
• Secure Cloud connectivity
for POS, Kiosk devices
What we’ve achieved to date
On target to deliver SaaS
offer into market in 2021
60% of engineering resource
focused on Vista Cloud
Early adopter customer
framework defined
Overall on track and
within budget
Digital channels
• Full SaaS web sales platform
• Initial version of SaaS Kiosk
• Initial version of SaaS moviegoer app
Customer benefits
• Servers out of cinema
• Head Office servers in cloud
• Automated upgrades
Cloud engineering
• Licensing platform
• Rapid scalability for core services
• Localisation support for fiscal
compliance, custom integrations etc.
• Monitoring and
management improvements
• Cost-efficiency improvements
Where we are nowWhat’s coming in 2021
The Vista Cloud journey • 1716

Our climate, people
and community
Our climate
The COVID-19 global pandemic
fundamentally altered how we all
worked in 2020 and has raised questions
around how we will all work moving
forward. Early in 2020, we cancelled
all international business travel and
our teams successfully transitioned to
working from home. Our teams, outside
New Zealand, have continued to work
remotely throughout the rest of the
year. The environmental benefits of
this reduction in travel has reduced
our carbon footprint for 2020.
Vista Group understands that we need
to proactively manage the risks and
opportunities that arise from climate
change. Under the Risk Management
Framework, the Chief Executive Officer
and the Head of Risk and Sustainability
are responsible for the management
While 2020 provided unanticipated challenges,
we have remained focused on our goal
of nga mea pai me nga taangata pai —
doing good things with good people.
92%
of staff working
flexibly from home †
44%
of staff’s work-week
is at home †
33%
reduction in
car emissions *
Our New Zealand offices combined in October 2020
when we moved to a new city-centre location. This means
our team have access to more local transport options and
cycle lanes, significantly reducing our commute carbon
footprint. Our new building provided the opportunity
to move to a more efficient air conditioning system
and all our organics now go into a wormfarm on site.
Our New Zealand offices:
* Source: Reduction of commuting staff, based on car parking
† Not including COVID-19 pandemic lockdown periods
of climate risk, along with all other risks.
Vista Group has a dedicated Head
of Risk and Sustainability, who leads
the assessment of climate risk and
co-ordinates our response as part of
Vista Group’s wider ESG programme.
A management committee has been
established to monitor sustainability
market trends and regulatory change
and makes recommendations to the
Board on our responses to climate
related risks. These committee
meetings are attended by the Chief
Executive Officer and the Head of
Risk and Sustainability. The committee
is overseeing the programme of
work to prepare Vista Group for the
recommendations and guidance from
the Task Force on Climate-related
Financial Disclosures (TCFD).
Our climate, people and community • 1918

31%
17%
10%
44%
Our people
Throughout the challenges
of the past year, we remained
focused on doing everything
we can to support our people.
Our team has been instrumental in our
historic success and are key to our future
recovery. At the end of 2020 all those
eligible were invited to take part in a new
employee share scheme, established to
reward, retain and motivate staff. Thanks
to the scheme we are now even more
invested in the future of our customers,
our industry and our company.
Half our team are based outside
New Zealand and Australia, including
COVID-19 pandemic hotspots. Many of
these people have had over nine months
in home lockdown and constant fear
for their health. Supporting this remote
team has been a key priority for the
company in 2020 through online social
events, weekly yoga and wellness
classes and the creation of a new
‘Wellness Advocate’ programme.
Our planned calendar of events was
adapted this year, but celebrations
were still held to recognise Pride,
Chinese New Year, Pink Shirt Day and
International Women’s Day. This year
we also joined together for a four-week
Wellness Challenge, which was held
remotely and on a global scale with
teams joining from around the world.
We built our challenge around a model
called Te Whare Tapa Whā, designed
by a leading Māori health advocate,
Sir Mason Durie. The notion of Te Whare
Tapa Whā underpins New Zealand’s
Mental Health Awareness Week, which
coincided with our Wellness Challenge
and was more important than ever for
many of our staff.
Finally, in December people from
across Vista Group in New Zealand
came together for our group-wide
Innovation Cup to focus on working
‘Better Together’, developing incredible
ideas and solutions in 24 hours or less.
We are pleased to see some
improvements in the representation
of women at senior levels of business.
As of 1 January 2021, our board now
comprises two women and five men.
We have one female now part of
the Executive Team and our Senior
Leadership Team is 44% female.
This year we also maintained our
New Zealand Rainbow Tick accreditation
and put in place some supporting
initiatives; changes to our IT systems
mean our team can now identify
as non-binary and use pronouns.
Age distribution
18 – 24 8%
25 – 34 45%
35 – 44 32%
45 – 54 9%
55 – 64 5%
308NZ
86USA
82UK
63Europe
53L ATA M
12Sth Africa
6Australia
3Malaysia
Regional distribution
32
languages
spoken
17
countries
our people
are spread
across
Female representation
2020 2019
All Staff
Our Board
Executive Team
Senior Leadership Team
30%
17%
0%
40%
Our climate, people and community • 2120

Our communityVista Foundation
Vista Group is passionate
about the New Zealand film
industry and its continuing
assistance to the Vista
Foundation is helping to
foster a viable, successful,
and inclusive local film
industry in New Zealand.
With financial support from Vista Group,
the original Vista founders and external
parties, the Foundation has been able
to grow its support of programmes
to educate aspiring filmmakers.
The Foundation also works to enable
individuals and groups who have a love
of film to participate and constructively
grow the industry.
During 2020 the Foundation has
strengthened its governance with the
addition of Cliff Curtis as co-patron
alongside Roger Donaldson, and the
appointment of John Barnett as the
new chair and Roseanne Liang as
a new trustee.
The Foundation has continued to support
programmes during 2020 and through
the COVID-19 pandemic lockdown it
used its partnership with organisations
to provide a special edition of the 48
Hour Film Festival — filmed at home of
course — and, to assist industry workers
affected by the lack of work, it funded
a counselling service with the Home
& Family Counselling Group to provide
support and guidance. This was especially
well received through the various
industry guilds.
The Foundation has also committed
to support the full 48 Hour Film Festival
in 2021 and has established a relationship
with Compton School in Australia to
run a Film Marketing Program in 2021.
This will provide guidance to groups and
individuals selected on the process to
get a film project through to a successful
theatrical release.
With established funding from the
founding shareholders of Vista Group,
the intent is to raise additional funds from
other successful industry participants.
The Vista Foundation is positioning itself
to meet its principal aims for many years
to come.
• We put on our best headgear
in support of Canteen NZ
Bandanna Day, which signifies
the importance of friendship,
staying connected and embracing
whanaungatanga — supporting
young people with cancer.
• Some brave team members took
part in Shave for a Cure — shaving
to raise funds for the Leukemia
& Blood Foundation.
• Our global team took part in
Pink Shirt Day, a day when people
wear mainly a pink shirt to symbolise
a stand against bullying.
• Our CEO took part in the Auckland
City Mission CEO Cook-Off. He cooked
alongside some of Auckland's top
chefs to prepare a three-course meal
for up to 200 Mission guests, as well as
fundraising to help provide emergency
food parcels for Aucklanders who
would otherwise go hungry.
• Our LATAM team bought care
package supplies for an organisation
that donates all earnings to local
indigenous communities.
• We donated LEGO from a Movio
Hackathon to our friends at
Stanhope Road School, we received
some amazing thank you letters
from the students.
• We donated food and Christmas
gifts to Auckland City Mission
Auckland's Angel Appeal.
• We donated a collection of
clothes for Dress for Success.
We are determined to make
a positive difference in
people’s lives and to foster
and develop community
initiatives in New Zealand
and across the world.
Some examples from
the past year include:
Our climate, people and community • 2322

Group trading
overview
Total Revenue
$ 87. 5 m 39%
Operating Profit
-$29.1m
Operating Cashflow
$3.0m 81%
Recurring Revenue
$65.5m 26%
EBITDA
-$11.4m
Vista Group continues
to be the global leader in
delivering software and data
analytics solutions to the film
industry with core businesses
Vista Cinema and Movio both
number one globally in their
respective market segments.
2020 was a year in which the
performance of Vista Group
was significantly impacted
by the COVID-19 pandemic.
This impact is best illustrated by reviewing
the proportion of cinemas closed across
the months of 2020. At the beginning
of January 100% of cinemas worldwide
were open — but by late March 98% had
shuttered their doors. In July 40% were
open (mainly in China); 70% were open
in August but only 50% in December,
with the key markets of North America
and EMEA 40% open and 20% open
respectively. Cinema customers who
are closed have endured significant
operational and financial stress, though
in 2020 there were relatively few
receiverships and business closures.
Though total revenue was down 39%,
recurring revenue was only down 26%
to $66m — a sign of the strength of the
maintenance and SaaS revenue streams
and Vista Group’s partnership status with
both theatrical and studio customers.
Non-recurring revenue, primarily new
on-premise licence sales in Vista Cinema,
was down 61%.
Vista Group has had positive operating
cash flow of $3m and maintained a strong
balance sheet throughout the year, with
support from banks and shareholders.
Vista Group completed a successful
capital raise in April 2020 and maintained
a healthy year end cash position.
This result underlines the key financial
and operating strengths of Vista Group:
• Consistent strong
customer relationships
• Strong annuity revenue
• Sustained underlying profitability
• Positive operating cash generation
• Leading global position in the
film industry
Despite the COVID-19 pandemic,
Vista Group continues to accelerate
its investment in innovation, in
particular in respect of Vista Cloud
and the Movio Madex solution.
Revenue
NZD millions
2020
2018
2016
2019
2017
2015
$87.5
$144.5
$130.7
$106.6
$88.6
$65.4
Group trading overview • 2524

Cinema
2020 has been a very difficult year for the
film industry globally and the theatrical
segment in particular. With various states
of closure throughout the year across
the world as noted above, Cinema’s
customers have operated under extremely
trying circumstances inspite of which the
industry remains largely intact. Where
sizeable portions of the theatrical market
are open, particularly in Asia Pacific, the
absence of blockbuster content has been
filled with local content which audiences
have widely supported. With the release
schedule pushed back because of the
second wave or awaiting critical mass of
the vaccine, little content has moved away
from the theatrical experience in favour of
other options.
Though the results have been significantly
impacted, especially new on-premise
licences, Cinema has completed several
new and existing projects and had a net
gain of sites during the year including
the completion of the Odeon UK/Ireland
roll out in Q4.
Cinema maintained a balance
between supporting customers with
our on-premise offering and sustaining
the pace of development of our new
SaaS platform. The Cinema Re-opening
Kit was distributed widely and the
associated functionality (dynamic
social distance seating, contactless
purchasing, contact tracing, etc)
enabled our customers to open under
the various restrictions imposed on
them globally. Development of the SaaS
platform — Vista Cloud — continues apace
and now represents approximately
half of all development. We are
convinced that the future, including
the successful recovery of the industry,
will demand new functionality that
can best be delivered through the
SaaS environment — seamlessly and
immediately — without customers having
to wait to upgrade their systems to get it.
Revenue was down 43% on 2019.
Enterprise: sites added
2015201620172018201920202014
0
800
600
400
-400
-600
200
-200
Direct India China
The Cinema segment is the largest within Vista Group and
represents two thirds of total revenue. Cinema has worked hard
to retain and support its customer base through the COVID-19
pandemic and has protected the majority of it’s recurring
revenue streams well over the second half of the year.
Vista Cinema’s purpose is ‘empowering a world of cinema’.
Enterprise: total site count
2015201620172018201920202014
0
8,000
6,000
4,000
2,000
Group trading overview • 2726

Cinema market share
86% Canada
2,044 / 2,390 screens
50% USA
17,041 / 34,164 screens
98% Central America
7,532 / 7,707 screens
40% South America
2,646 / 6,584 screens
38%
worldwide
51%
excl. China
64% Middle East
2,053 / 3,219 screens
33% Asia (ex China)
7,870 / 23,842 screens
98% Australasia
1,913 / 1,950 screens
88% Africa
835 / 953 screens
6% China
2,343 / 41,486 screens
40% Europe
8,557 / 21,362 screens
Vista Cinema percentage of the world market for
Cinema Exhibition Companies with 20+ screens.
Group trading overview • 2928

MovioAdditional Group Companies
Clearly a challenging year for Movio, with
limited releases to drive revenue or fill
the data models that allow studios and
distributors to plan and execute their
marketing plans. Suffice to say that the
Movio AI was underused in 2020.
Revenue was down 42% for the year,
ending slightly better than expected,
and there was no decline in the number
of cinema clients. Movio’s model is less
related to blockbuster releases — rather
it performs better with total numbers
of movies released.
The Movio team used the period of
subdued cinema and studio activity to
reimagine their full product suite, to
revisit the first principles that started the
business ten years ago, and to re-engineer
each of their core offerings.
Movio Cinema Essentials is not just
a refreshed, easier to use UI, but a
rethinking of how theatrical customers
use the power of Movio to bring in their
audience — to find the next moviegoer
for that movie. It automates much of the
search and selection process based on
years of learnings. Essentials will replace
Movio Cinema over time.
Research 2.0 received a similar rethink
and now enables studios and distributors
greater flexibility in creating their
comparison audiences and letting them
spend their marketing budgets with
greater purpose. Madex, which relies on
new movie releases, ran a successful first
campaign in Australia for Tenet and will
be at full speed once the slate settles
and movies are released regularly.
The Movio segment is the second largest segment within
Vista Group, a pure play SaaS business, it represents
around one fifth of total revenue. Movio’s purpose
is to ‘connect everyone with their ideal movie’.
The Additional Group Companies segment comprises
the businesses of two studio and distributor focused
businesses, Numero and MACCS — and two moviegoer
focused businesses, Powster and Flicks.
Numero • Maccs
Vista Group completed one of the major
aspects of the ‘simplification’ theme with
the acquisition of the remaining external
shareholding in our Maccs business.
The integration of this business with
the Numero business is well under way
and will increase the proportion of our
overall Group activities coming from
the studio and distributor segments.
Of all our businesses Maccs and
Numero were least impacted by the
COVID-19 pandemic, with sustained
engagement with customers in all
territories, and a healthy pipeline of
prospective business as the year ended.
Revenue was down 12% for the combined
Numero • Maccs business. Mica, the new
SaaS theatrical distribution system for
independent distributors, now has six
active customers and Numero continued
to extend its geographical coverage with
33 dashboards internationally, adding nine
during 2020. Sony Pictures International
selected Numero for the exclusive supply
of box office data outside the USA.
Powster
Revenue for Powster was down 39% on
the previous year, with the showtimes
platform heavily impacted by the lack
of cinema showtimes as cinemas closed,
though this was somewhat lessened by
an uptick in creative project work.
Flicks
Flicks revenue was down 5% for the full
year and, though it is a small business
for Vista Group, it demonstrated its
ability to listen to its core customers and
adapt quickly to push its model back into
growth in the second half of the year.
The decision to include streaming content
in their movie destination sites has been
received positively both in New Zealand
and Australia.
Group trading overview • 3130

Vista China
Vista China’s 2020 was a year of two
halves — customers endured a long period
of lockdown from January through July,
then, compared to the rest of the world,
a good rebound in cinema opening with
strong, mostly local, content availability
and the moviegoers going to the cinema.
As at December 2020, approximately
90% of cinemas in China were open.
This was particularly important to their
business as most of the revenue of Vista
China is directly correlated with ticket
sales. Through a cautious and disciplined
cost management, Vista China reduced
its cash burn to a minimum during the
period of closure and has traded on
a break-even basis once the majority
of cinemas opened.
Revenue was down 62% for the year and
a loss after tax of $5.9m was recognised
(Vista Group’s share being $2.8m).
Stardust
Stardust is a social media platform that
enables users to connect with other fans
around their responses to film and TV
content. Stardust continues to operate
independently with ongoing funding
provided by third party shareholders.
Associates and joint ventures
Vista Group holds investments
in Vista China and Stardust
at year end.
Corporate
governance
The Investor Centre section of Vista
Group’s website (vistagroup.co.nz)
includes copies of the following
corporate governance documents
referred to in this section:
• Constitution
• Corporate Governance Code and
Appendices (the Code), including:
– Code of Ethics
– Audit and Risk Committee Charter
(ARC Charter)
– Nominations and Remuneration
Committee Charter (NRC Charter)
– Diversity and Inclusion Policy
• Continuous Disclosure Policy
• Share Trading Policy
• Risk and Compliance
Framework Summary
The Board recognises the importance of
good corporate governance, particularly
its role in delivering improved corporate
performance and protecting the interests
of all stakeholders.
The Board is responsible for establishing
and implementing Vista Group’s corporate
governance frameworks, and is committed
to fulfilling this role in accordance with
best practice while observing applicable
laws, the NZX Corporate Governance
Code (NZX Recommendations), the
Financial Markets Authority Corporate
Governance in New Zealand – Principles
and Guidelines handbook and the
Corporate Governance Principles and
Recommendations (4th edition) issued by
the ASX Corporate Governance Council.
The Company is listed on the NZX
and has a foreign exempt listing on
the ASX. As the NZX is Vista Group’s
home exchange, it is required primarily
to comply with the NZX Listing Rules
(Listing Rules), including in relation
to corporate governance.
This corporate governance statement has
been prepared against the eight principles
of the NZX Recommendations.
Corporate governance • 3332 • Group trading overview

Principle 1
Code of ethical behaviour
“ Directors should set high standards of ethical
behaviour, model this behaviour and hold
management accountable for these standards
being followed throughout the organisation.”
Recommendation 1.1 – The board should document
minimum standards of ethical behaviour to which

the issuer’s directors and employees are expected
to adhere (a code of ethics). The code of ethics
and where to find it should be communicated to
the issuer’s employees. Training should be provided
regularly. The standards may be contained in a single
policy document or more than one policy. The code
of ethics should outline internal reporting procedures
for any breach of ethics, and describe the issuer’s
expectations about behaviour, namely that every
director and employee:
a. acts honestly and with personal integrity

in all actions;
b. declares conflicts of interest and proactively

advises of any potential conflicts;
c. undertakes proper receipt and use of

corporate information, assets and property;
d. in the case of directors, gives proper attention

to the matters before them;
e. acts honestly and in the best interests of the

issuer, as required by law, and takes account of
interests of shareholders and other stakeholders;
f. adheres to any procedures around giving and
receiving gifts (for example, where gifts are given
that are of value in order to influence employees

and directors, such gifts should not be accepted);
g. adheres to any procedures about whistle blowing
(for example, where actions of a whistle blower

have complied with the issuer’s procedures,
an issuer should protect and support them,
whether or not action is taken); and
h. manages breaches of the code.
The Board maintains high standards of ethical conduct
and the Chief Executive Officer (CEO) is responsible

for ensuring that such high standards are maintained
by all Vista Group’s employees. Director responsibilities
and expectations with regards to conflicts of interest

are set out in the Code. The most recent version
of the Code is available on Vista Group’s website.
Code of Ethics
Vista Group has adopted the Code which includes
the Code of Ethics and plays a key role in establishing
the framework by which Vista Group’s Directors and
employees are expected to conduct themselves.

The Code of Ethics is not intended to prescribe an
exhaustive list of acceptable and non-acceptable
behaviour, but rather to facilitate decisions that are
consistent with Vista Group’s values, business goals
and legal and policy obligations, thereby enhancing
performance outcomes. Directors and employees are
required to familiarise themselves with Vista Group’s
values, as they govern their behaviour while they are
engaged or employed by Vista Group. The Code of
Ethics covers, among other things, conflicts of interest
and receipt of gifts.
The Code of Ethics sets out:
• the practices necessary to maintain confidence

in Vista Group’s integrity;
• the practices necessary to take into account

Vista Group’s legal obligations and the reasonable
expectations of its stakeholders; and
• the responsibility and accountability of individuals

to report and investigate unethical practices.
Directors and the Executive Team are expected to lead
Vista Group according to the Code of Ethics and to
ensure that the standards set out in the Code of Ethics
are communicated to the people who report to them.
Any person who becomes aware of a breach or
suspected breach of the Code of Ethics is required to
report it immediately in accordance with the policy.
The Code of Ethics is provided to new employees as
part of their induction materials and the current version
is maintained on Vista Group’s internal web portal for
access by employees.
Conflicts of interest
The Code of Ethics outlines the Board’s policy on
conflicts of interest. Where conflicts of interest do
exist, Directors excuse themselves from discussions
and do not exercise their right to vote in respect of
such matters. Except as provided in the Listing Rules,
interested Directors do not vote on any Board resolution
for, or be counted in a quorum for the consideration of,
any matter in which that Director is interested.
Recommendation 1.2 – An issuer should have

a financial product dealing policy which applies
to employees and directors.
All Directors and employees are required to comply

with Vista Group’s Share Trading Policy in undertaking
any trading in Vista Group’s shares. The Share Trading
Policy is available on Vista Group’s website.
Principle 2
Board composition and performance
“ To ensure an effective board, there should be
a balance of independence, skills, knowledge,
experience and perspectives.”
Recommendation 2.1 – The board of an issuer

should operate under a written charter which sets
out the roles and responsibilities of the board.
The board charter should clearly distinguish and
disclose the respective roles and responsibilities

of the board and management.
The Board is the overall and final body responsible

for all decision making within Vista Group, having
a core objective to effectively represent and promote
the interests of its shareholders with a view to adding
long-term value to Vista Group.
The Code describes the Board’s role and responsibilities
and regulates internal Board procedures. The Board

has a responsibility to work to enhance the value
of Vista Group in the interests of Vista Group and
its shareholders.
The Board
The Board is responsible for directing Vista Group and
enhancing shareholder value in accordance with good
corporate governance principles. Further, the Board has
statutory responsibilities over the affairs and activities
of Vista Group, with the power to delegate those
responsibilities to the CEO and the Executive Team.
The main functions of the Board, the CEO and the
Executive Team are set out in the Code. There is

a clear delineation between the Board’s responsibility
for Vista Group’s strategy and activities, and the
day-to-day management of operations conferred
upon the Executive Team.
The Board reserves certain functions to itself.

These include:
• selecting and (if necessary) replacing the CEO;
• ensuring that Vista Group has adequate management
to achieve its objectives and to support the CEO so
that a satisfactory plan for management succession

is in place;
• reviewing and approving the strategic, business and
financial plans prepared by the Executive Team;
• reviewing and approving certain material

transactions, and making certain investment
and divestment decisions;
• approving and overseeing the administration of

Vista Group’s technology development strategy;
• monitoring Vista Group’s performance against

its approved strategic, business and financial plans
and overseeing Vista Group’s operating results;
• ensuring Vista Group, the Board and the Executive
Team’s behaviour is consistent with the Code of
Ethics, including compliance with the Constitution,
any relevant laws, the Listing Rules and regulations
and any relevant auditing and accounting principles;
• implementing, and from time to time reviewing,
the Code of Ethics, to foster high standards of
ethical conduct and personal behaviour, and hold
accountable those Directors, managers or other
employees who engage in unethical behaviour;
• ensuring the quality and independence of

Vista Group’s external audit process; and
• assessing from time to time Vista Group’s
effectiveness in carrying out the functions listed
above, and the other responsibilities of the Board.
Indemnities and insurance
In accordance with Section 162 of the Companies Act
1993 and the Constitution, Vista Group indemnifies the
Directors in relation to potential liabilities and costs
they may incur for acts or omissions in their capacity
as Directors. Vista Group also maintains Directors’ and
Officers’ liability insurance that covers risks normally
covered by such policies arising out of acts or omissions
of Directors and employees in their capacity as directors.
Certain actions are specifically excluded, for example,
the incurring of penalties and fines which may be
imposed in respect of breaches of the law.
Board meetings
In the year ended 31 December 2020 the Board met
formally eight times. At each scheduled meeting
the Board considers key financial and operational
information as well as matters of strategic importance.
Delegation
To enhance efficiency, the Board has delegated some

of its powers to Board Committees and other powers
to the CEO. The day-to-day leadership and management
of Vista Group is undertaken by the CEO and the
Executive Team.
The CEO is responsible for:
• recommending to the Board a vision and strategy

for Vista Group;
• implementing the Board approved strategy and vision;
• implementing the Board approved risk management
framework and ensuring compliance;
• providing management of the day-to-day

operations of Vista Group; and
• acting as the spokesperson for Vista Group.
The terms of the delegation by the Board to the CEO

are documented in the Code and in Vista Group’s
Delegated Financial Authority Manual. This manual

also establishes the authority levels for decision-making
within Vista Group’s Executive Team.
Corporate governance • 3534

The CEO has also formally delegated decision making
to members of the Executive Team within their
respective areas of responsibility and in accordance

with the Delegated Financial Authority Manual,
to ensure consistent and efficient decision making
across Vista Group.
Board committees
The Board has established and adopted charters

for two Committees to assist in the execution of the
Board’s responsibilities. Board Committees do not

act or make decisions on behalf of the Board unless
specifically mandated by prior Board authority to

do so. The current Board Committees are:
• the Audit and Risk Committee (ARC); and
• the Nominations and Remuneration Committee (NRC).
Directors who are not members of the Board
Committees may still attend Committee

meetings. Please see page 40 for further
information on the Board Committees.
Recommendation 2.2 – Every issuer should have

a procedure for the nomination and appointment
of directors to the board.
Nomination and appointment
The procedures for the appointment and removal of
Directors are governed by the Constitution and the
Listing Rules. The Board has established the NRC which
is governed by the NRC Charter. A copy of the NRC
Charter is included in the Code, which is available on
Vista Group’s website. The primary objectives of the
NRC in relation to the nomination and appointment

of Directors are:
• to ensure a formal and transparent procedure for

the nomination and appointment of Directors;
• to recommend Director appointments to

the Board; and
• to regularly review the composition of the Board

to ensure the appropriate balance is achieved.
The NRC does this by:
• making recommendations to the Board as to its size;
• reviewing the composition of the Board to ensure

the most appropriate balance of skills, qualifications
and experience;
• reviewing Board succession plans to maintain

an appropriate balance of skills, experience
and expertise on the Board;
• reviewing criteria for determining suitability of
potential Directors in terms of maintaining a balance
of relevant skills between Board members to ensure
the Board can meet Vista Group’s objectives;
• identifying and maintaining a list of suitably

qualified people who could be approached for
future Board positions;
• ensuring there is an appropriate induction

programme in place for all new Directors; and
• making recommendations to the Board about

the appointment and re-election of Directors.
When recommending suitable candidates for
appointment as Directors, the NRC will review the
candidate relative to the Board skills matrix to determine
whether they will augment the existing Board skillset
and in doing so will consider, among other things:
• the skills and capabilities required to ensure that

Vista Group remains ‘future fit’;
• the candidate’s independence, professional skills,
expertise and competencies; and
• the candidate’s experience as a Director.
Where the Board appoints a new Director, that person
is required to stand for election by Vista Group’s
shareholders at the next Annual Shareholders’ Meeting.
Shareholders are provided with relevant information

on Director candidates standing for election or
re-election in the relevant notice of meeting.
Composition of the Board
At 31 December 2020, the Board comprised six Directors:
–Kirk Senior (Chair)
–Brian Cadzow
–Murray Holdaway
–Cris Nicolli
–James Ogden
–Susan Peterson
In accordance with the Listing Rules, James Ogden and
Brian Cadzow retired by rotation and were re-elected
at the Annual Shareholders’ Meeting on 28 May 2020.
At that meeting both James Ogden and Brian Cadzow
advised that this would be their last term as Directors

of Vista Group.
On 30 October 2020, Vista Group announced that,

with effect from 1 January 2021, Claudia Batten would
join the Board as an Independent Director, and that
Director, Brian Cadzow, would retire from the Board

with effect from 31 March 2021.
On 1 December 2020, Vista Group announced that
Executive Chair, Kirk Senior, would step down as Chair,
and that the Board had appointed Independent Director,
Susan Peterson, to take over as Chair, in each case with
effect from 1 January 2021.
On 18 January 2021, Vista Group announced that

James Miller would join the Board as an Independent
Director with effect from 31 August 2021.
As at 1 April 2021, the Board will have six Directors,
comprised of:
• four Independent Directors: Susan Peterson (Chair),
Cris Nicolli, James Ogden and Claudia Batten; and
• two Non-Independent Directors: Kirk Senior and
Murray Holdaway.
Murray Holdaway is employed as Vista Group’s Chief
Product Officer. Kirk Senior resigned from his executive
role with Vista Group, with effect from 1 January 2021.
The Board has a broad range of IT, data, film industry,
financial, sales, business and other skills and expertise
necessary to meet its objectives and considers that
it has an appropriate mix of skills, experience and
independence to ensure that Vista Group is governed
in a manner that ensures that the interests of all
shareholders are represented and protected. The Board
has also ensured that appropriate processes are in place
to address the needs and expectations of stakeholders
with respect to independence in decision-making and
the management of any conflicts of interest.
Recommendation 2.3 – An issuer should enter into
written agreements with each newly appointed

director establishing the terms of their appointment.
New Directors are required to consent to act as

a Director and receive a formal letter of appointment
which sets out their duties, responsibilities, rights

and remuneration entitlements.
Executive Directors are employed under an individual
employment agreement which sets out the terms

on which they are employed, including details
of the executive’s duties, responsibilities, rights
and remuneration entitlements. The employment
agreement also sets out the circumstances in which
employment may be terminated by either the

Company or the executive.
Recommendation 2.4 – Every issuer should disclose
information about each director in its annual report

or on its website, including a profile of experience,
length of service, independence and ownership
interests and director attendance at board meetings.
Information about each Director including a profile

of experience and independence is available on
Vista Group’s website. The remaining disclosures
set out in this recommendation are included in
other sections of the Annual Report.
The length of service and independence of Directors

is set out in the table below:
DIRECTORINDEPENDENCEAPPOINTED
LENGTH OF SERVICE
TO 31 DEC 2020
Brian CadzowNon-Independent Director06 Aug 200317 yrs, 5 mths
Murray HoldawayNon-Independent Director06 Aug 200317 yrs, 5 mths
Kirk SeniorNon-Independent Director03 Jun 20146 yrs, 7 mths
Susan PetersonIndependent Director03 Jun 20146 yrs, 7 mths
James OgdenIndependent Director03 Jun 20146 yrs, 7 mths
Cris NicolliIndependent Director17 Feb 20173 yrs, 11 mths
Claudia BattenIndependent Director01 Jan 2021—
James Miller will be appointed as an Independent Director on 31 August 2021.
Corporate governance • 3736

Recommendation 2.5 – An issuer should have a written
diversity policy which includes requirements for the
board or a relevant committee of the board to set
measurable objectives for achieving diversity (which,
at a minimum, should address gender diversity) and
to assess annually both the objectives and the entity’s
progress in achieving them. The issuer should disclose
the policy or a summary of it.
2020 Diversity and Inclusion Policy
Vista Group values and respects the contributions,

ideas and experiences of people from all backgrounds
and is proud of its diversity, with employees from all
around the world. Vista Group has a formal Diversity

and Inclusion Policy, a copy of which is available on
its website. The Diversity and Inclusion Policy sets out
Vista Group’s commitment to achieving diversity in the
attributes and experiences of the Board, the Executive
Team and employees.
Vista Group set the following diversity objectives

for the year ended 31 December 2020:
Objective: Improve the representation of women

in senior positions within the business.
Outcome: As of 1 January 2021, our Board now
comprises of two women (including the Chair) and five
men. Our Executive Team now includes one female.
44% of the Senior Leadership Team are now female,
expanding our bench strength of talented female leaders.
Objective: Ensure the succession plan for all

Executive Team roles include at least one qualified
female potential successor.
Outcome: This objective was achieved for all but two
roles where there were no internal female candidates
with the required experience or skills. Consequently,

Vista Group supplemented its succession plan for
these roles with potential external female candidates.
Objective: 100% of shortlists for all Executive Team

roles must consist of one woman.
Outcome: The CEO of Maccs was the only Executive
Team role that was filled during 2020. This objective was
achieved in respect of the recruitment for that role, with
females comprising 40% of the shortlisted candidates.
Objective: Eliminate gender pay gaps for incumbents

in the same role.
Outcome: As a result of the impacts of the COVID-19
pandemic on the cinema industry, there was limited
salary movement during 2020. Consequently, Vista
Group did not conduct a full gender pay gap analysis

as part of the process this year. This will be a key focus
in 2021.
Objective: Build our Māori cultural competency

in our New Zealand leaders and staff.
Proactively work to encourage Māori and Pasifika

staff to move into technology careers.
Outcome: Vista Group plans to build greater Māori
cultural competency by creating a relationship with

the local Iwi, Te Reo language and culture training and
joining TupuToa were not fully delivered to in 2020,
primarily due to the lockdowns and broader disruptions
resulting from the COVID-19 pandemic. The 2020 plans
have been integrated into the 2021 People and Culture
plan with a view to delivering on this objective during
the course of 2021.
Objective: Celebrate our diverse staff and create

greater understanding.
Outcome: Global lockdowns resulted in Vista Group
needing to revise its planned calendar of events
and deliver celebrations primarily via remote virtual
mediums. Celebrations were held to recognise Pride,
Chinese New Year, Pink Shirt Day and International
Women's Day.
Objective: Maintain our Rainbow Tick accreditation

and support rainbow initiatives in our offices globally.
Outcome: The New Zealand Rainbow Tick accreditation
was maintained. Some of the supporting initiatives

that we implemented were to ensure our IT systems
support our people to identify as non-binary and to

use pronouns.
Gender diversity statistics at 31 December 2020
MALEFEMALE
31 DEC 2020NO.%NO.%TOTAL
Board583%117%6
Executive Team990%110%10
Total Company42669%18731%613
MALEFEMALE
31 DEC 2019NO.%NO.%TOTAL
Board583%117%6
Executive Team10100%00%10
Total Company54770%23130%778
* For the purposes of this annual report ‘Executive Team’ means the senior
management who report directly to the CEO. The Executive Team excludes
Executive Directors as they are captured in the ‘Board’ line.
2021 Diversity and Inclusion Policy
Vista Group has placed a high priority on improving its
diversity and ensuring it has an inclusive culture in 2021.
Vista Group’s key diversity objectives in 2021 are:
• Ensuring there is a minimum of two females on the
Board at all times.
• Implementing a target of 40:40:20* across all roles
and programmes (e.g. leadership training, recruitment
shortlists etc.). This will not be fully achieved across
the organisation in 2021, but progress will be reported
on annually going forward.
• Maintaining an inclusive culture and work environment
to ensure different points of view and backgrounds
are valued, and everyone feels safe and can bring

their whole self to work.
* 40:40:20 reflects a 40% male/female split with the remaining unspecified
to recognise that gender is non-binary and to ensure flexibility across other
diversity areas of focus.
Recommendation 2.6 – Directors should undertake
appropriate training to remain current on how to

best perform their duties as directors of an issuer.
All Directors are responsible for ensuring they remain
current in understanding their duties as Directors.
To ensure ongoing education, Directors are regularly
informed of developments that affect Vista Group’s
industry and business environment, as well as company
and legal issues that impact the Directors themselves.
Directors have access to the Executive Team and any
additional information they consider necessary for
informed decision making.
Board access to information and advice
The Chief Financial Officer (CFO), supported by the
General Counsel, is responsible for supporting the
effectiveness of the Board by ensuring that policies
and procedures are followed and coordinating the
completion and dispatch of the Board agendas and
papers. All Directors have access to the Executive Team,
including the CFO and the General Counsel, to discuss
issues or obtain information on specific areas in relation
to items to be considered at Board meetings or other
areas as they consider appropriate. Further, Directors
have unrestricted access to Vista Group’s records and
information. The Board, the Board Committees and each
Director have the right, subject to the approval of the
Chair of the Board, to seek independent professional
advice at Vista Group’s expense to assist them to carry
out their responsibilities as a Director or Committee
member. Further, the Board and Board Committee
members have the authority to invite external advisors
with relevant experience and expertise to attend Board
or Board Committee meetings.
Recommendation 2.7 – The board should

have a procedure to regularly assess director,
board and committee performance.
Performance evaluation of the Board,

its Committees and individual Directors
The Chair of the Board must ensure that rigorous,
formal processes for evaluating the performance of
the Board, Board Committees and individual Directors
are in place and the Chair must lead such processes.
As part of that evaluation process the Board must
establish performance criteria for itself and review its
performance against those criteria (at least) annually.
The Board must also review its relationship with the
Executive Team annually. As part of the review process,
the Board will use, evaluate, and where necessary,
action the results of a Board performance questionnaire.
Further, the Board Committees undertake an annual

self-review of their objectives and responsibilities.
In addition, those objectives and responsibilities are
also reviewed by the Board and CEO against the
relevant Board Committee charter.
Performance evaluation of Executive Team members
The Board is responsible for constantly monitoring
the performance of the CEO against the Board’s
requirements. The NRC is responsible for evaluating
the performance of the CEO and oversees the CEO’s
evaluation of the Executive Team that report directly to
the CEO. The functions of the Committee are set out in
the NRC Charter. A copy of the NRC Charter is included
in the Code, which is available on Vista Group’s website.
Recommendation 2.8 – A majority of the board

should be independent directors.
As at 31 December 2020, the Board comprised

six Directors, three of which were Independent.
As part of its succession plan, the Board has announced
the appointment of two new Independent Directors,
Claudia Batten (effective from 1 January 2021) and
James Miller (effective from 31 August 2021) and the
resignation of co-founder and Director, Brian Cadzow
(effective from 31 March 2021). Following these changes,
the Board will comprise seven Directors, five of which
will be Independent Directors.
Recommendation 2.9 – An issuer should have an
independent chair of the board. If the chair is not
independent, the chair and the CEO should be

different people.
On 1 December 2020, the Board announced that

as part of its succession plan Non-Independent Chair,
Kirk Senior, would step down as Chair (but remain

a Director), and that Independent Director,
Susan Peterson, had been appointed as the new
independent Chair, with effect from 1 January 2021.
Corporate governance • 3938

Principle 3
Board committees
“ The board should use committees where this
will enhance its effectiveness in key areas,
while still retaining board responsibility.”
Recommendation 3.1 – An issuer’s audit committee
should operate under a written charter. Membership on
the audit committee should be majority independent
and comprise solely of non-executive directors of the
issuer. The chair of the audit committee should be an
independent director and not the chair of the board.
Audit and Risk Committee
The Board has an ARC, the primary objective of which

is to assist the Board in fulfilling its responsibilities, by:
• ensuring the quality and independence of

Vista Group’s external audit process;
• overseeing (among other things):
–the integrity of external financial reporting; and
–application of accounting policies, financial
management, and the risk management framework
and monitoring compliance with that framework.
• providing a formal forum for communication

between the Board and the Executive Team;
• regularly reviewing Vista Group’s internal controls

and systems;
• undertaking an annual self-review of the

Committee’s objectives;
• regularly reporting to the Board on the operation

of Vista Group’s risk management and internal
control processes; and
• providing sufficient information to the Board to

allow it to report annually to stakeholders on risk
identification and management procedures and
relevant internal controls of Vista Group.
Charter
The ARC Charter is included in the Code,

which is available on Vista Group’s website.
Composition of the Audit and Risk Committee
The ARC is chaired by Independent Director,

James Ogden.
As at 31 December 2020, the members of the ARC were
all Non-Executive Independent Directors, James Ogden
(Chair), Susan Peterson and Cris Nicolli.
From 1 January 2021, the members of the ARC comprise
a majority of Non-Executive Independent Directors,
James Ogden (Chair) and Cris Nicolli, and one

Non-Executive Non-Independent Director, Kirk Senior.
Recommendation 3.2 – Employees should only attend
audit committee meetings at the invitation of the

audit committee.
The ARC Charter provides that employees and

Executive Directors can only attend ARC meetings
at the invitation of the ARC.
Recommendation 3.3 – An issuer should have

a remuneration committee which operates under
a written charter (unless this is carried out by the
whole board). At least a majority of the remuneration
committee should be independent directors.
Management should only attend remuneration
committee meetings at the invitation of the
remuneration committee.
Nominations and Remuneration Committee
In addition to the objectives mentioned in
Recommendation 2.2, further primary objectives of

the NRC are to ensure that a formal and transparent
method of recommending Director remuneration
packages exists, and to assist the Board in the
establishment of remuneration policies and practices.
This includes setting and reviewing the remuneration

of the Directors (Executive and Non-Executive),
the CEO, and the Executive Team.
The NRC may invite such Executive Team members and
any other persons, including external advisers, as the
Committee considers necessary to provide information
and advice. The NRC Charter provides that employees
and Executive Directors can only attend NRC meetings
at the invitation of the NRC.
A copy of the NRC Charter is included in the Code,
which is available on Vista Group’s website.
Composition of the Nominations and

Remuneration Committee
As at 31 December 2020, the members of the NRC were
Susan Peterson (Chair), James Ogden, Cris Nicolli.
From 1 January 2021, the members of the NRC
comprised Cris Nicolli (Chair), James Ogden and

Claudia Batten.
At each of their respective dates, the members of the
NRC were all Non-Executive Independent Directors.
Recommendation 3.4 – An issuer should establish
a nomination committee to recommend director
appointments to the board (unless this is carried out
by the whole board), which should operate under a
written charter. At least a majority of the nomination
committee should be independent directors.
The NRC recommends Director appointments to

the Board. A copy of the NRC Charter is included in
the Code, which is available on Vista Group’s website.
Further information as to the primary objectives and
processes of the NRC in relation to the nomination and
appointment of Directors is set out in Recommendation
2.2. The composition of the NRC is described above

in Recommendation 3.3.
Recommendation 3.5 – An issuer should consider
whether it is appropriate to have any other

board committees as standing board committees.
All committees should operate under written
charters. An issuer should identify the members
of each of its committees, and periodically report
member attendance.
The Board has established a Disclosure Committee
in accordance with the Continuous Disclosure Policy
(Disclosure Committee). The Disclosure Committee
determines whether certain information is material
and whether it should be released in accordance with
the Continuous Disclosure Policy and Vista Group’s
obligations under the Listing Rules and relevant law.
The Disclosure Committee is made up of the CEO, CFO,
General Counsel and one Independent Director. Other
committees may be established from time to time.
The NRC held five formal meetings during the
year ended 31 December 2020 with other matters,
particularly the approval of grants under the long-term
incentive plan for employees dealt with by the full Board
in this period. The ARC met seven times during the year.
The auditors, PricewaterhouseCoopers, attended all

ARC meetings. The meetings of both the NRC and
ARC were attended by all members.
Recommendation 3.6 – The board should establish
appropriate protocols that set out the procedure to
be followed if there is a takeover offer for the issuer
including any communication between insiders

and the bidder. It should disclose the scope of
independent advisory reports to shareholders.

These protocols should include the option of
establishing an independent takeover committee,

and the likely composition and implementation
of an independent takeover committee.
Vista Group has considered its position in relation to
actions required in the event of a takeover offer for

Vista Group. Vista Group has established relationships
with appropriate legal and equity market advisors

to support Vista Group through any offer process.
Vista Group has considered the establishment of
a response team to manage any process and ensure
that all obligations under the Listing Rules and other
regulatory frameworks are met.
Principle 4
Reporting and disclosure
“ The board should demand integrity in financial
and non-financial reporting, and in the timeliness
and balance of corporate disclosures.”
Recommendation 4.1 – An issuer’s board should

have a written continuous disclosure policy.
Vista Group is subject to the disclosure requirements

of the laws in New Zealand and Australia and is required
to comply with the Listing Rules. As Vista Group

has a foreign exempt listing on the ASX, Vista Group
is required to immediately provide ASX with all the
information that it provides to NZX that is, or is to be,
made public.
Vista Group is committed to notifying the market
through full and fair disclosure to the NZX and ASX of
any material information that is required to be disclosed
by the Listing Rules. Vista Group is mindful of the need
to keep stakeholders informed through a timely, clear
and balanced approach which communicates both
positive and negative news. Announcements once

made are also available on Vista Group’s website.
Vista Group is also required to comply with the periodic
disclosure requirements under the Listing Rules.
Vista Group has adopted a Continuous Disclosure Policy
which establishes procedures that are aimed at ensuring
that the Directors and all employees of Vista Group are
aware of and fulfil their disclosure obligations under
the Listing Rules. A copy of Vista Group’s Continuous
Disclosure Policy is available on Vista Group’s website.
The Continuous Disclosure Policy has been
communicated internally to ensure that it is strictly
adhered to by the Board and Vista Group’s employees.
Information on the Disclosure Committee constituted
under the Continuous Disclosure Policy is set out in
Recommendation 3.5.
Recommendation 4.2 – An issuer should make its

code of ethics, board and committee charters and
the policies recommended in the NZX Code, together
with any other key governance documents, available

on its website.
Key governance documents are available in the

Investor Centre section of Vista Group’s website
(vistagroup.co.nz).
Corporate governance • 4140

Recommendation 4.3 – Financial reporting should
be balanced, clear and objective. An issuer should
provide non-financial disclosure at least annually,
including considering environmental, economic and
social sustainability factors and practices. It should
explain how operational and non-financial targets
are measured. Non-financial reporting should be
informative, include forward looking assessments,

and align with key strategies and metrics monitored
by the board.
Vista Group believes its financial reports and associated
investor presentations are balanced and provide an
objective view of the performance of Vista Group.
Vista Group has established a risk framework focused
on strategic issues within the business which is regularly
updated and reviewed by the ARC along with a health
and safety reporting process to ensure non-financial
measures important to the business are an integral

part of the operational management of Vista Group.
Vista Group is looking to evolve its disclosure of

non-financial information for future reporting periods.
Principle 5
Remuneration
“ The remuneration of directors and executives
should be transparent, fair and reasonable.”
Recommendation 5.1 – An issuer should recommend
director remuneration to shareholders for approval

in a transparent manner. Actual director remuneration
should be clearly disclosed in the issuer’s annual report.
Full details of the Directors’ remuneration is set out

in the disclosures section on page 49. In response to
the impact of the COVID-19 pandemic on Vista Group
and the cinema industry, the Directors elected to take
a 30% reduction in their fees or remuneration (as
applicable) between 1 April and 31 July 2020, with

the Non-Executive Directors electing to continue to
take a 15% reduction in their fees between 1 August
and 30 September 2020.
Until 31 October 2020, the Non-Executive Directors’
base fees were $80,000 per annum each, with

Non-Executive Directors receiving an additional
$10,000 where they Chaired the ARC or NRC, or
$5,000 where they were a member of the ARC or NRC
(without being the Chair). The Executive Directors
(including the Executive Chair of the Board, but
excluding Brian Cadzow after he resigned from his
executive role with Vista Group) received salaries from
Vista Group and were not paid any Directors’ fees.
The Non-Executive Directors’ base fees have remained
unchanged at $80,000 per annum since 2016, and the
Committee Chair and Committee membership fees
have remained unchanged since 2018. From 1 November
2020, in order to increase Vista Group’s ability to attract
suitable qualified Independent Director candidates,
the Board approved an increase in the Non-Executive
Directors’ base fees to $85,000 per annum, the
Committee Chair fees to $15,000 per annum and the
Committee membership fees to $10,000 per annum.
Directors are also entitled to be paid for reasonable
travel, accommodation and other expenses incurred

by them in connection with their attendance at
Board or shareholder meetings, or otherwise in
connection with the performance of their duties.
The Directors’ fee pool has remained unchanged

since Vista Group listed in 2014 and will be reviewed
in 2021 in connection with the increase of Independent
and Non-Executive Directors on the Board and the
appointment of an Independent Chair.
Recommendation 5.2 – An issuer should have a
remuneration policy for remuneration of directors

and officers, which outlines the relative weightings
of remuneration components and, where applicable,
relevant performance criteria.
The Board recognises it is desirable that the
remuneration of the Executive Team (including

Executive Directors) should include an element
dependent upon the performance of both the

Company and the Executive Team member.
Executive Team remuneration currently comprises
three components: fixed remuneration, short-
term performance incentives (STI) and long-term
performance incentives (LTI). This is to ensure
appropriate weighting of incentives between short

and longer-term performance, and to align Executive
Team members’ remuneration with longer-term
shareholder value.
Fixed remuneration
Fixed remuneration consists of base salary and benefits.
STI
For the year commencing 1 January 2021, the Executive
Team STI is an annual risk performance bonus expressed
as a specific percentage of each Executive Team
member’s base salary. The STI ranges from 20% to 50%
of base salary. Achievement of the STI is determined
based on financial performance (revenue and earnings)
of Vista Group (70%), customer measures (15%) and
employee engagement (15%).
LT I
Vista Group established an LTI plan for the Executive
Team and other senior employees in 2015. The LTI Plan
aims to further align the interests of Vista Group’s
employees with those of its shareholders, by giving
employees the opportunity to receive a proportion of
their remuneration in Vista Group shares on an ‘at-risk’
basis based on the achievement of defined performance
targets determined annually by the Board. Grants have
been made between 2015 to 2020 with commencement
dates predominantly being 1 January in each of

those years.
Shares vested in 2020 for Executive Team

members include:
• Tranche three of the 2018 LTI grant vested

and 19,018 shares were issued in April 2020,
representing a 100% vesting rate.
• Tranche three of the Group CEO retention

scheme 150,000 shares vested in April 2020.
• The Board approved a one-off grant of 15,000

to the Group CFO which vested in March 2020.
Vesting dates for the Executive Team in the

upcoming year are:
• March 2021 for tranche one to four of the Movio

CEO (Variable) grant, where the performance
conditions of these tranches have not been met.
Tranche one and two rights will lapse, along with

50% of tranche three and four. The remaining rights
for tranche three and four can be earned under

2021 performance conditions.
• April 2021 for tranche four to six of the 2018 LTI grant,
which will lapse as the conditions have not been met.
• April 2021 for tranche one to four of the 2019 LTI
grant, where the performance conditions of these
tranches have not been met. 100% of these rights

can be earned under 2021 performance conditions.
• April 2021 for tranche four of the Group CEO

retention scheme, where the conditions have been
met and 100% of the 200,000 rights will vest.
Vista Group’s remuneration policy is set out in the

NRC Charter, which is available on Vista Group’s website.
Recommendation 5.3 – An issuer should disclose

the remuneration arrangements in place for the
CEO in its annual report. This should include
disclosure of the base salary, short-term incentives
and long-term incentives and the performance criteria
used to determine performance based payments.
The elements of the current CEO’s remuneration

are set out below:
FOR THE YEAR ENDED 31 DEC 2020NZ$
Remuneration
Salary and fees371,940
Southern Cross5,709
Kiwisaver contributions11,844
Pay for performance
STI
1
22,860
LTI
2
158,944
Total remuneration571,297
1 STI for FY2019 performance paid in FY2020.
2 The CEO received 150,000 shares in April 2020 as part of the
Group CEO LTI Retention Plan and 7,215 shares in April 2020
from vesting under tranche 3 of the 2018 LTI Plan.
DESCRIPTION OF CEO STI AND LTI PLANS
FOR THE YEAR ENDED 31 DEC 2020
PLANDESCRIPTION
PERFORMANCE
MEASURES
%
ACHIEVED
STISet at 30%
of base
salary
50% weighting of
Vista Group revenue.
The threshold to
achieve was 85%
with pro-rata
payment through

to 100%, and over-
achievement to

150% was possible.
51%
50% weighting

of strategic goals
set by the Board.
33%
LT IAs a result of the COVID-19 pandemic,

Vista Group did not grant rights under
a 2020 LTI plan.
7,215 shares vested in April 2020 relating

to the 2018 LTI Plan.
Under the Group CEO LTI Retention Plan,
150,000 shares vested based on tenure in

April 2020.
Corporate governance • 4342

Principle 6
Risk management
“ Directors should have a sound understanding of
the material risks faced by the issuer and how to
manage them. The Board should regularly verify

that the issuer has appropriate processes that
identify and manage potential and material risks.”
Recommendation 6.1 – An issuer should have a

risk management framework for its business and
the issuer’s board should receive and review regular
reports. A framework should also be put in place

to manage any existing risks and to report the
material risks facing the business and how these
are being managed.
Risk Framework
The identification and effective management of

Vista Group’s risks are a priority of the Board. The CEO
is accountable for all operational and compliance risk
across all Vista Group’s operations and businesses.

The Commercial Director has management accountability
for the effective implementation of the Board approved
Risk Framework (as defined below) across all
Vista Group’s businesses.
Vista Group has in place an overarching Risk and
Compliance Framework (Risk Framework), supported
by operating risk and compliance policies that aim to
ensure that Vista Group, its Directors and employees

comply with relevant legal and regulatory requirements.
The purpose of the Risk Framework is to ensure a
consistent approach to operating and compliance risk
across all Vista Group’s businesses in all geographies
where Vista Group operates. The Risk Framework

sets out the specific areas for which the CEO,
CFO and Commercial Director are accountable.
As outlined previously, the Board has established an
ARC whose primary objective is to assist the Board in
fulfilling its responsibilities. The ARC’s responsibilities

are set out in Recommendation 3.1.
Review of Risk Framework
In addition to the Risk Framework, the Code provides
that the ARC will regularly report to the Board on the
operation of Vista Group’s risk management and internal
control processes, and provide sufficient information
to the Board to allow the Board to report annually to
shareholders and stakeholders on risk identification,
management procedures and relevant internal controls
of Vista Group. The Executive Team reports regularly

on the established Risk Register and provides updates
to the Risk Register.
Recommendation 6.2 – An issuer should disclose

how it manages its health and safety risks and should
report on their health and safety risks, performance
and management.
Vista Group operates under a Health and Safety and
Wellness Policy that has been approved by the Board.

A report is provided by the Executive Team to the Board
on performance against the policy, policy initiatives and
incident reporting.
Principle 7
Auditors
“ The board should ensure the quality and
independence of the external audit process.”
Recommendation 7.1 – The board should establish

a framework for the issuer’s relationship with its
external auditors. This should include procedures:
a. for sustaining communication with the issuer’s
external auditors;
b. to ensure that the ability of the external auditors to
carry out their statutory audit role is not impaired,

or could reasonably be perceived to be impaired;
c. to address what, if any, services (whether by type

or level) other than their statutory audit roles may
be provided by the auditors to the issuer; and
d. to provide for the monitoring and approval by the
issuer’s audit committee of any service provided

by the external auditors to the issuer other than
in their statutory audit role.
The Board’s framework for Vista Group’s relationship
with its external auditors is in the External Audit

Policy set out in the Code, which is available on
Vista Group’s website. The External Audit Policy
covers matters relating to the appointment of auditors,
the independence of auditors, transparent dialogue

with auditors, rotation of the audit leader, reporting
on audit fees and non-audit work.
The ARC assists the Board in fulfilling its responsibility
to ensure the quality and independence of Vista Group’s
external audit process. Pursuant to the ARC Charter,
the Board has delegated the ARC the responsibility to
monitor all aspects of the external audit of Vista Group’s
affairs including:
• considering the appointment of auditors, audit fees
and any issues on an auditor’s resignation or dismissal;
• discussing with auditors, before the commencement
of each audit, the nature and scope of their audit;
• reviewing auditors’ service delivery plan;
• reviewing Vista Group’s letter of representation

to auditors; and
• discussing with auditors any problems, reservations,
or issues arising from the audit and referring matters
of a material or serious nature to the Board.
Vista Group’s current auditors are
PricewaterhouseCoopers. Vista Group rotated

audit partners at the beginning of 2020.
Recommendation 7.2 – The external auditor should
attend the issuer’s Annual Meeting to answer questions
from shareholders in relation to the audit.
The external auditor attends the Annual Shareholders’
Meeting. Shareholders are given a reasonable
opportunity at the meeting to ask the auditor questions
relevant to the conduct of the audit, the audit report,
Vista Group’s accounting policies and the independence
of the auditor.
Recommendation 7.3 – Internal audit functions

should be disclosed.
While Vista Group does not have an internal audit
function, Vista Group fosters a culture of excellence

in all areas of risk management and takes all operating
and compliance risk obligations seriously.
The CEO is accountable for all operational and
compliance risks across all Vista Group’s operations and
businesses. The Commercial Director is accountable for
the effective implementation of the Risk Framework
across all Vista Group’s businesses.
All individual employees of Vista Group are accountable
for their personal compliance with the Risk Framework
and supporting policies. At the time of employment,

all new employees are required to confirm that they
have read and are aware of Vista Group’s policies.
On an annual basis, all employees are required to
re-confirm awareness of and adherence to policies.
Principle 8
Shareholder rights and relations
“ The board should respect the rights of shareholders
and foster constructive relationships with shareholders
that encourage them to engage with the issuer.”
Recommendation 8.1 – An issuer should have a website
where investors and interested stakeholders can
access financial and operational information and key
corporate governance information about the issuer.
The Investor Centre section of Vista Group’s website,
provides information to shareholders and investors
about Vista Group. The website includes copies

of past annual reports, results announcements,
media releases and general company information.
Recommendation 8.2 – An issuer should allow
investors the ability to easily communicate with the
issuer, including providing the option to receive
communications from the issuer electronically.
Vista Group takes appropriate steps to keep
shareholders informed about its activities and to listen
to any issues or concerns raised by shareholders.
All shareholders have the option of electing to receive
Vista Group shareholder communications by email.
Vista Group’s share register is managed and maintained
by Link Market Services Limited. Shareholders can
access their shareholding details or make enquiries
about their current shareholding electronically by
contacting Link Market Services Limited.
All announcements made to the NZX and the ASX are
available to shareholders by email notification where

a shareholder has provided Link Market Services Limited
with an email address and elected to be notified of all
such announcements.
A section of the Code is dedicated to shareholder
participation. This section of the Code is designed to:
• highlight the Board’s accountability to shareholders;
• encourage shareholders to use the Annual
Shareholders’ Meeting to ask questions and make
comments on the performance of Vista Group;
• highlight that the Board welcomes input from
shareholders and encourages shareholders to submit
questions in writing prior to the Annual Shareholders’
Meeting; and
• indicate that the Board will ensure that Vista Group’s
external auditors are available for questioning by
shareholders at the Annual Shareholders’ Meeting.
Recommendation 8.3 – Shareholders should have the
right to vote on major decisions which may change

the nature of the company in which they are invested.
Vista Group will comply with its obligations under the
Companies Act 1993 to obtain shareholder approval
under a special resolution for any major transactions.
Vista Group will also comply with Listing Rule
requirements to obtain shareholder approval for any
transaction, or a series of transactions, that would
significantly change, either directly or indirectly, the
nature of Vista Group’s business or involves a gross

value above 50% of the average market capitalisation
of Vista Group.
Corporate governance • 4544

NAME OF DIRECTORENTITYNATURE OF GENERAL DISCLOSURE
Susan PetersonArvida Group Limited (NZX : ARV)Director
Property for Industry Limited (NZX : PFI)Director – Chair of Audit and Risk Committee
and member of the Remuneration Committee
Trustpower Limited (NZX : TPW)Director – Chair of People and Remuneration
Committee, and Audit and Risk Committee
Xero Limited (ASX : XRO) Director – Chair of People and Remuneration
Committee, and member of the Nomination
Committee
Organic Initiative LimitedCo-Chair and shareholder
NZ Markets Disciplinary TribunalMember
Global WomenTrustee
Peterson Mellsop Family TrustTrustee and beneficiary
Claudia BattenSerko Limited (NZX : SKO) Non-Executive Chair
Westpac New Zealand LimitedDigital Adviser to the Board
Brian CadzowB&J Associates Consulting LimitedDirector and shareholder
Invista Share Nominee LimitedDirector and shareholder
Kaha Software LimitedDirector and beneficial shareholder
Titirangi Golf Club Inc.Board member. Vista has provided some limited
sponsorship to the Titirangi Golf Club Inc.
Vista FoundationTrustee
A J Cadzow TrustTrustee
B&J Cadzow Family TrustTrustee
K A Cadzow TrustTrustee
Grandma’s TrustTrustee
Waiotahi TrustTrustee
Murray HoldawayInvista Share Nominee LimitedDirector and shareholder
Kaha Software LimitedDirector and beneficial shareholder
Lido Cinema LimitedBeneficial shareholder
Auckland United Football ClubChairman. As a result of the 2020 Auckland
office move, Vista Group donated chattels to
Auckland United Football Club. These chattels
had no resale value.
The Awhero Nui TrustTrustee
Holdaway and Geary TrustTrustee
Cris NicolliEmpired Limited (ASX : EPD)Non-Executive Director, and Chair of
Nominations and Remuneration Committee
Playside Studios LimitedNon-Executive Chair (from 1 November 2020)
ReadCloud LimitedNon-Executive Director
Kadasig Aid & Development

(Not For Profit Charity)
Treasurer
Nicolli Holdings Pty Ltd (Family Investment)Director
Nicolli Family Superannuation FundTrustee
Disclosures
Recommendation 8.4 – If seeking additional
equity capital, issuers of quoted equity securities
should offer further equity securities to existing

equity security holders of the same class on a
pro rata basis, and on no less favourable terms,
before further equity securities are offered to
other investors.
During the year ended 31 December 2020,

Vista Group undertook a capital raise of $65m
($62m net of transaction fees), by way of a $25m
underwritten placement to institutional investors

and a $40m 1 for 4.37 pro-rata non-renounceable
accelerated entitlement offer.
The Board took this recommendation into

account, along with a number of other factors,
when Vista Group undertook this capital raise.
Vista Group’s capital raise received strong support

from Vista Group’s shareholders, with an effective 90%
take up rate by Vista Group’s retail investors, including
by way of the oversubscriptions facility, and a 94.5%
take up rate by Vista Group’s institutional investors.
Ultimately, the Board considered what was necessary
and desirable to achieve the best outcomes for

Vista Group in its determination of the optimal
structure and delivery of the capital raise.
Recommendation 8.5 – The board should ensure
that the notices of annual or special meetings of
shareholders is posted on the issuer’s website

as soon as possible and at least 20 working days
prior to the meeting.
Once the date of the Annual Shareholders’ Meeting

is confirmed, Vista Group notifies the market by
way of announcements made to the NZX and ASX.
This notification is also available on Vista Group’s
website. Vista Group provides notice of the Annual
Shareholders’ Meeting to shareholders in accordance
with the requirements of the Companies Act 1993 and
the Listing Rules. The notice is sent to shareholders,
notified to the market by way of announcements

made to the NZX and ASX and made available on
Vista Group’s website at least 20 working days prior
to the date of the meeting.
Vista Group’s Annual Shareholders’ Meeting will

be held in Auckland on 26 May 2021 at 3:00pm.
A notice of Annual Meeting and Proxy Form will
be circulated to shareholders in April 2021.
Directors
The names of Vista Group’s Directors in office

during the year ended 31 December 2020 and
as at the date of this report are as follows:
Susan Peterson, BCom, LLB (Independent Chair) –

appointed to Independent Chair with effect from
1 January 2021
Claudia Batten, BCom, LLB (Hons) (Independent
Director) – appointed to the Board with effect from

1 January 2021
Brian Cadzow, BCom (Executive Director) –

retiring with effect from 31 March 2021
Murray Holdaway, BSc, BCom (Executive Director)
Cris Nicolli, BMBS, FAICD (Independent Director)
James Ogden, BCA Hons, FCA, CFInstD

(Independent Director)
Kirk Senior, BCom, CA (Non-Independent Director) –
resigned as Executive Chair with effect from

1 January 2021
Directors were in office for this entire period unless
otherwise stated.
Stock exchange listings
Vista Group’s ordinary shares are listed

and quoted on the NZX and on the ASX
(as an ASX Foreign Exempt Listing).
Entries recorded in the interests register
Vista Group maintains an Interests Register in
accordance with the Companies Act 1993 and the
Financial Markets Conduct Act 2013 and associated
regulations. The following are particulars of entries

made in the Interests Register during the year
ended 31 December 2020.
Directors’ interests, Directors’ disclosed interests,

or cessations of interest, in the following entities
pursuant to section 140 of the Companies Act 1993
during the year ended 31 December 2020:
Corporate governance • 4746

NAME OF DIRECTORENTITYNATURE OF GENERAL DISCLOSURE
James OgdenSummerset Group Holdings Limited
(NZX : SUM)
Director, and Chair of Audit and Risk Committee
Foundation Life (NZ) LimitedDirector
NZ Markets Disciplinary TribunalMember, Chair of Special Division
Crown Forest Rental TrustMember of the Audit and Risk Committee
Pencarrow Private Equity FundIndependent Chair of the Investment Committee
Pencarrow Bridge Fund GP Limited (General
Partner of the Pencarrow Bridge Fund)
Director
Kirk SeniorOutpost Central Ltd (trading as Wildeye) Consultant
Kirk Senior Pty LimitedDirector and shareholder
Senior Family Super Fund Pty LimitedDirector and shareholder
Honey For Life Pty LtdShareholder
Kirk Senior Family TrustTrustee
Share dealings of Directors
Directors disclosed, pursuant to section 148 of the Companies Act 1993 and section 304 of the Financial Markets
Conduct Act 2013, the following acquisitions and disposals of relevant interests in Vista Group shares during the

year ended 31 December 2020:
NAME OF DIRECTOR
DATE OF
ACQUISITION
OR DISPOSAL
NO. OF ORDINARY
SHARES ACQUIRED
OR (DISPOSED)
NATURE OF
RELEVANT INTEREST
CONSIDERATION PAID
OR RECEIVED (NZ$)
Brian Cadzow13 May 20201,142,858Beneficial as a trustee of the
B&J Cadzow Family Trust
1,200,001
Murray Holdaway13 May 20201,048,551Beneficial as trustees of the

Holdaway and Geary Trust
1,100,978
Cris Nicolli13 May 20209,609Beneficial as a beneficiary

of the Nicolli Family
Superannuation Fund
10,089
13 May 202047,543Legal and beneficial owner49,920
James Ogden13 May 2020142,996Legal and beneficial owner150,146
Susan Peterson13 May 202033,365Legal and beneficial owner35,033
Kirk Senior14 April 20204,216Legal and beneficial ownerAcquired as part of LTI Plan
13 May 20208,785Legal and beneficial owner9,224
13 May 2020230,886Beneficial – Director and shareholder
of Kirk Senior Pty Limited as trustee

of the Kirk Senior Family Trust
242,430
As disclosed at the relevant time, Vista Group’s founders, Directors and members of the Executive Team,

together committed to subscribe for approximately $4.7m of new shares, as part of Vista Group’s
capital raise in 2020, with the balance of the capital raise fully underwritten.
Shareholdings of Directors at 31 December 2020
NAME OF DIRECTORDIRECTLY HELD
HELD BY
ASSOCIATED PERSONS
Brian Cadzow—7,049,065
Murray Holdaway— 6,786,000
Cris Nicolli47,54339,609
James Ogden522,996—
Susan Peterson122,271—
Kirk Senior 36,210825,726
Directors fees and remuneration for Executive Directors
Details of the total remuneration of, and the value of other benefits received by, each Director of Vista Group during
the year ended 31 December 2020 are as follows:
DIRECTOR (NZ$)BOARD FEESARC FEESNRC FEES
TOTAL
DIRECTOR
FEES
1
EXECUTIVE
REMUNERATION
COST TO
VISTA
GROUP
Brian Cadzow53,125 - - 53,125 52,163 105,288
Murray Holdaway - - - - 171,039 171,039
Cris Nicolli70,833 5,208 5,208 81,250 - 81,250
James Ogden70,833 9,583
2
5,208 85,625 - 85,625
Susan Peterson70,833 5,208 9,583
2
85,625 - 85,625
Kirk Senior - - - - 349,536 349,536
Total265,625 20,000 20,000 305,625 572,738 878,363
1 Within Directors Fee Pool.
2 During the year ended 31 December 2020, James Ogden was the Chair of the ARC and Susan Peterson was the Chair of the NRC.
Brian Cadzow and Kirk Senior have resigned from their executive roles with Vista Group. Brian Cadzow resigned
effective 31 March 2020, with all fees paid subsequent to this date being classified as Director fees. Kirk Senior
resigned effective 31 December 2020, such that all fees during 2020 are classified as executive remuneration.
In response to the impact of the COVID-19 pandemic on Vista Group and the cinema industry, the Directors

elected to take a 30% reduction in their fees or remuneration (as applicable) between 1 April and 31 July 2020,
with the Non-Executive Directors electing to continue to take a 15% reduction in their fees between 1 August
and 30 September 2020.
Corporate governance • 4948

Analysis of shareholdings at 31 January 2021
RANGE
NO. OF
HOLDERS
ISSUED
CAPITAL
ISSUED
CAPITAL %
1 – 1,0001,361758,1670.33
1,001 – 5,0001,8184,665,2372.04
5,001 – 10,0005424,014,3431.76
10,001 – 50,00056711,792,9695.16
50,001 – 100,000523,518,0701.54
> 100,00076203,866,02689.17
Total4,416228,614,812100.00
Employee remuneration
The following table shows the number of employees
whose remuneration and benefits for the year ended

31 December 2020 were within the specified bands
above $100,000. The remuneration figures shown in the
table include all monetary payments actually paid during
the year ended 31 December 2020. The table does not
include amounts paid post 31 December 2020 that
related to the year ended 31 December 2020, such as
STI bonuses. The table below includes the remuneration
of Murray Holdaway, Brian Cadzow and Kirk Senior.
No Director of a subsidiary receives or retains any
remuneration or other benefits from Vista Group for
acting as such.
EMPLOYEE REMUNERATION (NZD$)NUMBER OF EMPLOYEES
100,000-110,00061
110,001-120,00040
120,001-130,00035
130,001-140,00018
140,001-150,00020
150,001-160,0009
160,001-170,0009
170,001-180,00010
180,001-190,0003
190,001-200,0004
200,001-210,0004
210,001-220,0006
220,001-230,0001
230,001-240,0002
240,001-250,0003
250,001-260,0001
260,001-270,0001
280,001-290,0001
290,001-300,0001
310,001-320,0002
320,001-330,0002
340,001-350,0001
350,001-360,0001
400,001-410,0001
410,001-420,0002
480,001-490,0001
530,001-540,0001
540,001-550,0003
560,001-570,0001
Total 244
Twenty largest shareholders at 31 January 2021
REGISTERRANKINVESTOR NAMETOTAL UNITS% ISSUED CAPITAL
NZL1Fisher Funds Management Limited34,180,502 14.95
NZL2HSBC Nominees (New Zealand) Limited16,078,212 7.0 3
AUS3J P Morgan Nominees Australia Pty Limited14,627,031 6.40
NZL4Citibank Nominees (New Zealand) Limited13,480,836 5.90
AUS5HSBC Custody Nominees (Australia) Limited11,749,343 5.14
AUS6National Nominees Limited8,630,675 3.78
NZL7Brian John Cadzow & Julie Ann Cadzow

& Peter Allen Lewis
7,049,065 3.08
NZL8Murray Lawrence Holdaway & Helen Rachel Geary

& Stephen John Mcdonald
6,786,000 2.97
NZL9BNP Paribas Nominees (NZ) Limited6,328,043 2.77
NZL10Hobson Wealth Custodian Limited5,800,891 2.54
NZL11New Zealand Depository Nominee5,738,469 2.51
NZL12National Nominees New Zealand Limited5,133,328 2.25
NZL13J P Morgan Chase Bank NA NZ

Branch-Segregated Clients Acct
5,040,505 2.20
AUS14Citicorp Nominees Pty Limited4,948,075 2.16
NZL15Accident Compensation Corporation4,659,986 2.04
NZL16MMC—Queen Street Nominees ACF Pie Funds4,068,457 1.78
NZL17T.E.A. Custodians Limited —

Client Property Trust Account
3,891,057 1.70
NZL18BNP Paribas Nominees (NZ) Limited3,863,548 1.69
NZL19HSBC Nominees a/c NZ Superannuation Fund
Nominees Limited
3,847,986 1.68
NZL20Bruce Alexander Wighton &

Marianne Bachler & Peter John Clark
3,668,995 1.60
Top 20 shareholders169,571,00474.17
Total shares on issue228,614,812100.00
Corporate governance • 5150

Substantial Product Holders
According to notices given under the Financial

Markets Conduct Act 2013, the following persons
were Substantial Product Holders in Vista Group
at 31 December 2020 in respect of the number
of voting securities set opposite their names:
NAME OF SUBSTANTIAL
PRODUCT HOLDER
NUMBER
OF SHARES
Fisher Funds Management Limited34,180,502
FIL Limited22,686,346
Harbour Asset Management Limited

and Jarden Securities Limited
12,824,515
Investment Services Group Limited12,569,073
Options
Nil
Performance Rights
In the year ended 31 December 2020, the following
changes occurred to Vista Group employee

share schemes:
• Vista Group Recognition Scheme: Vista Group issued
2,853,621 rights in 2020 to all employees (excluding
the Executive Team) with vesting conditional on
continued tenure through to November 2021.
• Group CEO Retention Plan: Vista Group issued
700,000 rights in 2018 and a further 500,000 in rights
in 2020. This plan is conditional on continued tenure
with shares vesting annually. In prior years 350,000 of
these rights have vested under this plan, with a further
150,000 vesting in April 2020. The remaining 700,000
rights are due to vest between 2021 and 2023.
• 2017 LTI Plan (TSR): Vista Group issued 418,010
performance rights in 2017 with 190,950 of these
rights already vested in April 2019. In 2020, the

total shareholder return performance condition
was not achieved with all remaining shares lapsing
in April 2020. This scheme is now closed.
• 2018 LTI Plan (Group Results): Vista Group issued
328,390 performance rights in 2018 with 190,760
of these rights already vested in April 2019. In April
2020, 50,414 performance rights under tranche three
vested. Tranches four to six of this plan can be earned
in April 2021 based on 2020 revenue and EBITDA,
however these performance conditions have not

been achieved and will lapse. This scheme will close
in April 2021.
• 2019 LTI Plan (Group Results): Vista Group issued
275,310 performance rights in 2019 with no rights yet
to vest. Tranches one to six of this plan can be earned
in April 2022 based on 2021 revenue and EBITDA.
• Segmental Results Plan: Vista Group issued 197,194
performance rights in 2018, with 54,857 rights vesting
in April 2020. The remaining shares have lapsed and
the scheme is now closed.
• Movio CEO (Variable) Plan: Vista Group issued

a variable amount of performance rights in 2019
with no rights yet to vest. Tranches one to five of
this plan can be earned in March 2022, and tranche
six can be earned in March 2023. Using variables
at 31 December 2020, an external valuation (using
a Monte Carlo model) project 85,172 rights may vest.
• Group CFO One-Off Award: Vista Group issued
15,000 rights in 2020 which vested in April 2020.

No more rights are due under this scheme.
The table below shows the grants and outstanding rights at 31 December 2020:
GRANT YEAR
VESTING YEAR
OUTSTANDING
RIGHTSPLAN TYPE202120222023
2018Group CEO Retention Plan200,000--200,000
2018LTI Plan (Group Results)164,640--164,640
2019LTI Plan (Group Results)183,54091,770-275,310
2019Movio CEO (Variable) Plan12,92942,58629,65685,172
2020Vista Group Recognition Scheme2,853,621--2,853,621
2020Group CEO Retention Plan-100,000400,000500,000
Total3,414,730234,356429,6564,078,743
The vesting of each tranche is subject to Vista Group
achieving certain performance hurdles contained

within the LTI Plan. Upon vesting each performance
right will entitle the holder to one ordinary share.
Auditor fees
Vista Group confirmed the re-appointment of
PricewaterhouseCoopers as its auditor at its Annual
Shareholders’ Meeting on 28 May 2020. The amount
payable to PricewaterhouseCoopers by Vista Group and
its subsidiaries for audit and non-audit services work for
the year ended 31 December 2020 is disclosed in section
2.3 to the financial statements. The Board considers that
due to the nature and quantum of the non-audit services
work the auditors’ independence is not compromised.
Subsidiary company Directors
The following people held office as Directors

of subsidiary companies at 31 December 2020:
• Kirk Senior: Numero (Aust) Pty Ltd, Powster Ltd

and Powster, Inc.
• Brian Cadzow: Book My Show Ltd, Book My Show
(NZ) Ltd and Vista Latin America, S.A. de C.V.
• Murray Holdaway: Vista Entertainment Solutions
(Spain). S.L.U., Book My Show Ltd, Book My Show
(NZ) Ltd and Vista Latin America, S.A. de C.V.
• Kimbal Riley: Vista Entertainment Solutions Ltd,
Virtual Concepts Limited, Movio Limited, Flicks
Ltd, Numero Ltd, MovieXchange International Ltd,
MovieXchange Ltd, Vista (IP) Limited, Movio (IP)
Limited, Vista Entertainment Solutions (USA), Inc,
Movio, Inc, Vista Entertainment Solutions (Canada)
Ltd, Vista Entertainment Solutions (UK) Ltd, Vista
Entertainment Solutions (NL) B.V., Vista Entertainment
Solutions (Spain). S.L.U., Vista International
Entertainment Solutions South Africa (PTY) Ltd,

Vista Entertainment Solutions (Asia) Sdn Bhd,
Numero (Aust) Pty Limited, Maccs US, Powster Ltd
and Vista Latin America, S.A. de C.V.
• Matthew Cawte: Vista Entertainment Solutions Ltd,
Virtual Concepts Limited, Movio Limited, Flicks
Ltd, Numero Ltd, MovieXchange International Ltd,
MovieXchange Ltd, Vista (IP) Limited, Movio (IP)
Limited, Vista Entertainment Solutions (USA), Inc,
Movio, Inc, Vista Entertainment Solutions (Canada)
Ltd, Vista Entertainment Solutions (UK) Ltd, Vista
Entertainment Solutions (NL) B.V., Vista Entertainment
Solutions (Spain). S.L.U., Vista International
Entertainment Solutions South Africa (PTY) Ltd,

Vista Entertainment Solutions (Asia) Sdn Bhd,
Maccs US, and Numero (Aust) Pty Limited.
• Kelvin Preston: Vista Entertainment Solutions Ltd,
Virtual Concepts Limited, Movio Limited, Flicks
Ltd, Numero Ltd, MovieXchange International Ltd,
MovieXchange Ltd, Vista Group Limited, Vista (IP)
Limited, Movio (IP) Limited, Vista Entertainment
Solutions (USA), Inc, Movio, Inc, Vista Entertainment
Solutions (Canada) Ltd, Vista Entertainment Solutions
(UK) Ltd, Vista Entertainment Solutions (NL) B.V.,
Vista Entertainment Solutions (Spain). S.L.U., Vista
International Entertainment Solutions South Africa
(PTY) Ltd, Vista Entertainment Solutions (Asia) Sdn
Bhd, Maccs US, and Numero (Aust) Pty Limited.
• Armando Mejias: Vista Latin America, S.A. de C.V.

and Senda DO Brasil Servios de Tecnologia LTDA.
• Gustavo Ortega: Vista Latin America, S.A. de C.V.

and Senda DO Brasil Servios de Tecnologia LTDA.
• Steven Thompson: Powster Ltd and Powster, Inc.
• Nicholas Patsides: Powster Ltd.
• Rajesh Chandrakant Balpande: Book My Show Ltd
and Book My Show (NZ) Ltd.
• Huang Swee Lin: Vista Entertainment Solutions

(Asia) Sdn Bhd.
Other disclosures
Vista Group did not apply for, nor did it have

granted, nor did it rely on any waivers from the
NZX during the year ended 31 December 2020.
NZX did not exercise any of its powers under

NZX Listing Rule 9.9.3 in relation to Vista Group
during the year ended 31 December 2020.
Vista Group has no credit rating.
Vista Group made donations of $103,399 (2019:
$114,246) during the 2020 financial year. This included

a donation of $100,000 to the Vista Foundation.
Vista Group did not make any donations to a political
party during the year ended 31 December 2020.
Corporate governance • 5352

Financial
statements
Directors’ report
The Board of Directors present the financial
statements of Vista Group for the year ended
31 December 2020 and the independent
auditor’s report thereon.
The Directors are responsible, on behalf of the
Company, for presenting these consolidated
financial statements in accordance with applicable
New Zealand legislation and Generally Acceptable
Accounting Practices in New Zealand in order
to present consolidated financial statements that
present fairly, in all material respects, the financial
position of Vista Group as at 31 December 2020
and the results of Vista Group’s operations
and cash flows for the year then ended.
For and on behalf of the Board of Directors
who approved these financial statements for
issue on 26 February 2021.
James Ogden
Chair Audit and Risk Committee
Susan Peterson
Chair
Income statement
For the year ended 31 December 2020
20202019
CONTINUING OPERATIONSSECTIONNZ$mNZ$m
Total revenue2.1, 2.28 7. 5 144.5
Sales and marketing expenses2.33.5 9.5
Operating expenses2.355.4 68.2
Administration expenses2.358.5 45.5
Foreign currency gains (0.8)(0.1)
Total expenses 116.6 123.1
Operating (loss) / profit
2
(29.1)21.4
Finance costs(2.2)(1.7)
Finance income0.7 0.6
Acquisition expenses(0.2)(0.1)
Share of equity accounted loss from associates and JVs5.3(3.0)(1.6)
Impairment charges2.3(28.4)(0.6)
Restructuring costs2.3(2.1)-
Capital gains and losses2.3- 0.4
(Loss) / profit before tax(64.3)18.4
Taxation6.17. 6 (5.6)
(Loss) / profit for the year (56.7)12.8
(Loss) / profit for the year is attributable to: 
Owners of the parent(51.4)10.8
Non-controlling interests (5.3)2.0
(Loss) / profit for the year (56.7)12.8
 
Basic and diluted earnings per share (cents)
1
7. 2($0.24)$0.06
Simplified EBITDA reconciliation
Operating (loss) / profit
2
(29.1)21.4
Depreciation and amortisation2.31 7.7 9.7
EBITDA
2
2.2(11.4)31.1
1 The comparative earnings per share have been re-presented following the rights issue detailed in section 7.2.
2 Operating (loss) / profit and EBITDA are non-GAAP measures. See section 2.2 for full definitions and reconciliations.
The above statement should be read in conjunction with the accompanying notes.
Financial statements • 5554

Statement of other comprehensive income
For the year ended 31 December 2020
20202019
NZ$mNZ$m
Items that may be reclassified subsequently to the income statement

Translation of foreign operations(2.9)(0.6)
Total other comprehensive loss
1
 (2.9)(0.6)
(Loss) / profit for the year (56.7)12.8
Total comprehensive (loss) / income for the year (59.6)12.2
Total comprehensive (loss) / income for the year is attributable to:
 
Owners of the parent(54.5)10.2
Non-controlling interests (5.1)2.0
Total comprehensive (loss) / income for the year (59.6)12.2
1 Items of other comprehensive income will be reclassified to the income statement when specific conditions are met.
Statement of changes in equity
For the year ended 31 December 2020
ATTRIBUTABLE TO THE OWNERS OF THE PARENT
2020SECTION
CONTRIBUTED
EQUITY
NZ$m
RETAINED
EARNINGS
$NZm
FOREIGN
CURRENCY
RESERVE
NZ$m
SHARE-
BASED
PAYMENT
RESERVE
NZ$m
TOTAL
NZ$m
NON-
CONTROLLING
INTERESTS
NZ$m
TOTAL
EQUITY
NZ$m
Balance at 1 January 202061.8 85.8 2.6 2.1 152.3 11.2 163.5
Loss for the year-(51.4)--(51.4)(5.3)(56.7)
Other comprehensive (loss) / income--(3.1)-(3.1)0.2 (2.9)
Total comprehensive loss-(51.4)(3.1)-(54.5)(5.1)(59.6)
Transactions with owners:
       
Issue of equity7.162.3 ---62.3 -62.3
Step acquisitions - Maccs
and Cinema Intelligence
7.10.6 ---0.6 (2.8)(2.2)
Share-based payments7.1, 7.51.3 --(0.8)0.5 -0.5
Dividends paid-----(1.4)(1.4)
Balance at 31 December 2020126.0 34.4 (0.5)1.3 161.2 1.9 163.1
2019
Balance at 1 January 201959.4 80.5 3.2 2.8 145.9 13.0 158.9
Profit for the year-10.8 --10.8 2.0 12.8
Other comprehensive loss--(0.6)-(0.6)-(0.6)
Total comprehensive income / (loss)-10.8 (0.6)-10.2 2.0 12.2
Transactions with owners:
Non-controlling interest change-----(1.3)(1.3)
Share-based payments7.1, 7.52.4 --(0.7)1.7 -1.7
Dividends paid7. 3-(5.5)--(5.5)(2.5)(8.0)
Balance at 31 December 201961.8 85.8 2.6 2.1 152.3 11.2 163.5
1 Items of other comprehensive income will be reclassified to the income statement when specific conditions are met.
The above statement should be read in conjunction with the accompanying notes.The above statement should be read in conjunction with the accompanying notes.
Financial statements • 5756

Statement of financial position
As at 31 December 2020
20202019
SECTIONNZ$mNZ$m
CURRENT ASSETS
Cash67.119.5
Trade and other receivables5.138.656.2
Income tax receivable 0.42.0
Total current assets106.17 7.7
NON-CURRENT ASSETS 
Property, plant and equipment5.24.87. 3
Lease assets5.720.821.8
Investment in associates and JVs5.313.631.6
Goodwill5.454.769.9
Other intangible assets5.535.127. 4
Deferred tax asset6.216.97. 9
Total non-current assets 145.9165.9
Total assets 252.0243.6
CURRENT LIABILITIES 
Borrowings - related party4.3-0.2
Trade and other payables5.617.913.2
Lease liabilities5.73.36.1
Deferred revenue5.819.022.9
Contingent consideration0.40.4
Provisions5.91.8-
Income tax payable 0.41.7
Total current liabilities42.844.5
NON-CURRENT LIABILITIES 
Borrowings - related party4.3-0.7
Borrowings - external4.318.110.9
Lease liabilities5.719.717.4
Deferred revenue5.80.50.2
Provisions5.90.10.6
Deferred tax liability6.27.75.8
Total non-current liabilities 46.135.6
Total liabilities 88.980.1
Net assets 163.1163.5
EQUITY 
Contributed equity7.1126.061.8
Retained earnings34.485.8
Foreign currency reserve(0.5)2.6
Share-based payment reserve 1.32.1
Total equity attributable to owners of the parent161.2152.3
Non-controlling interests 1.911.2
Total equity 163.1163.5
For and on behalf of the Board who authorised these financial statements for issue on 26 February 2021.
Statement of cashflows
For the year ended 31 December 2020
20202019
SECTIONNZ$mNZ$m
CASHFLOWS FROM OPERATING ACTIVITIES 
Receipts from customers86.6143.6
Payments to suppliers and employees(90.9)(118.0)
COVID-19 pandemic related wage subsidies2.35.9-
COVID-19 pandemic related tax deferrals4.24.0-
Taxes paid(0.9)(9.1)
Interest paid (1.7)(1.0)
Net cash inflow from operating activities4.13.015.5
CASHFLOWS FROM INVESTING ACTIVITIES 
Purchase of property, plant and equipment5.2(1.4)(4.1)
Purchase of internally generated software and other intangibles5.5(12.8)(12.6)
Interest received0.5-
Related party loan advance - Numero-(0.7)
Derecognition of Stardust cash balances-(1.5)
Step acquisitions - Maccs and Cinema Intelligence7.1(3.3)-
Numero acquisition, net of cash acquired3-0.2
Vista China acquisition deposit5.1-(0.4)
Vista China dividends received10.1-0.4
Net cash applied to investing activities (17.0)(18.7)
CASHFLOWS FROM FINANCING ACTIVITIES 
Issue of ordinary shares7.162.3-
Lease payments (principal elements)5.7(5.6)(3.7)
Loan repayment - related parties4.3(0.9)-
Loan repayment - ASB4.3(24.1)-
Loan drawdown - ASB4.331.2-
Loan drawdown - HSBC PPP4.33.2-
Loan establishment fees - ASB(0.2)-
Dividends paid to non-controlling interests(1.4)(2.5)
Dividends paid to the owners of the parent7. 3-(5.5)
Net cash inflow / (applied) to financing activities 64.5(11.7)
Net increase / (decrease) in cash 50.5(14.9)
Cash at beginning of year19.534.4
Foreign exchange differences(2.9)-
Cash at year end 67.119.5
Susan Peterson

Chair
James Ogden

Chair Audit and Risk Committee
The above statement should be read in conjunction with the accompanying notes.The above statement should be read in conjunction with the accompanying notes.
Financial statements • 5958

Notes to the financial statements
General information
The notes are consolidated into ten sections. Each section contains an introduction which is indicated by the
symbol on the left. The first section outlines general information about Vista Group International Limited (the
Company and its subsidiaries, collectively Vista Group) and guidance on how to navigate through this document.
Accounting policies
The principal accounting policies adopted in the preparation of these financial statements are set out
throughout the document, where applicable. These policies have been consistently applied to all years
presented, unless otherwise stated. Accounting policies are identified by the symbol above.
Significant accounting judgements and sources of estimation uncertainty
Significant accounting judgements are those judgements that Vista Group makes when applying its accounting
policies that may have a significant effect on amounts that are recognised in these financial statements.
Significant sources of estimation uncertainty relate to assumptions and estimates made at the end of the current
reporting year that have a risk of resulting in a material adjustment to the carrying amounts of assets and liabilities
within the next financial year.
In applying its accounting policies, Vista Group continually evaluates judgements and estimates based on

experience and other factors, including expectations of future events that may have an impact on Vista Group.
All judgements and estimates made are believed to be reasonable based on the most current set of circumstances
available to Vista Group. Actual results may differ from the judgements and estimates applied.
Significant accounting judgements and estimates made by Vista Group in the preparation of these

financial statements are outlined within the following financial statement notes:
Section 2.1 Revenue provisioning
Section 2.3 Recognition of government grants
Section 3 Fair value of intangible assets acquired in a business combination
Section 5.1 Expected credit loss provisioning
Section 5.3 Impairment of carrying value of investment in associates and joint ventures
Section 5.4 Impairment testing of goodwill
Section 5.5 Capitalisation of development costs
Section 5.5 Impairment testing of internally generated software
Section 6.2 Recognition of deferred tax assets
Information about the impact of the COVID-19 pandemic, the cancellation of the 2019 dividend and Vista Group’s
going concern assessment are included in section 10.3.
1. General information
These financial statements are for Vista Group which is a company incorporated and domiciled
in New Zealand, and whose shares are publicly traded on the New Zealand Stock Exchange (NZX)
and the Australian Securities Exchange (ASX).
The Company is registered under the Companies Act 1993 and is an FMC reporting entity under Part 7 of the

Financial Markets Conduct Act 2013. The financial statements of Vista Group have been prepared in accordance
with the requirements of Part 7 of the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules.
In accordance with the Financial Markets Conduct Act 2013, because financial statements are prepared

and presented for Vista Group, separate financial statements for the Company are not presented.
The principal activity of Vista Group is the sale, support and associated development of software

for the film industry. These financial statements were approved by the Board on 26 February 2021.
2. Financial performance
This section outlines further details of Vista Group’s financial performance by building on information presented
in the income statement.
2.1 Revenue
Vista Group recognises revenue when performance obligations have been settled. A performance obligation
is settled when the customer has received all the benefits associated with the performance obligation.
The following details revenue types recognised within each category:
Product: Within the Cinema segment, product revenue relates to fees charged for perpetual software licenses

and subscription-based software which is charged periodically.
Movio segment product revenue relates to annual access fees for cloud-hosted marketing and analytics platforms.
The Additional Group Companies segment recognises product revenue for perpetual and recurring licensing (Maccs)
and the website and marketing platform revenue (Powster).
Maintenance: Revenue relating to fees charged for support services and upgrades to software applications.
Maintenance services are billed in advance for a fixed term. Revenue is recorded within deferred revenue on the
statement of financial position and recognised on a straight-line basis over the term of the contract billing period,

as services are provided.
Service: Fees charged for one-off value-add services. Revenue is recognised when the service is complete

or on a stage of completion basis.
Development: Revenue associated with bespoke development effort as requested and paid for by customers.

This revenue is recognised on a stage of completion basis as the performance obligations are delivered.
Hardware: Revenue from the sale of hardware is recognised at a point in time when delivery has been made.
Other revenue: Other revenue comprise revenue earned primarily from advertising and variable processing fees.
Revenue by category
20202019
NZ$m%NZ$m%
Product33.9  41.1
Maintenance36.8  47.1
Revenue provision - credit risk(5.2) - 
Recurring revenue65.5 75%88.2 61%
Product7. 2  30.2
Services10.0  14.9
Development2.5  5.4
Hardware3.4  5.5
Revenue provision - credit risk(1.1) -
Other- 0.3  
Non-recurring revenue22.0 25%56.3 39%
Total revenue8 7. 5 100%144.5 100%
Notes to the financial statements • 6160

Recurring and non-recurring revenues
Recurring and non-recurring revenues are non-GAAP financial measures that the Chief Operating Decision Maker
(CODM) uses to help evaluate the financial performance of Vista Group and its operating segments. Recurring
revenue is the portion of revenues that are expected to give rise to recurring cash receipts that will continue until

the service is cancelled. Unlike non-recurring revenues, these revenues are predictable, stable and can be expected
to occur at regular intervals going forward with a relatively high degree of certainty.
No individual customer exceeded 10% of revenue in either the current or prior comparative year.
Revenue provisioning (significant judgement / estimate)
As a result of the COVID-19 pandemic, there is a risk that Vista Group is not able to recover all amounts billed due
to the financial distress of its customers. In accordance with NZ IFRS 15 Revenue from Contracts with Customers,
revenue can only be recognised when it is probable that the entity will collect the consideration. Accordingly, all
revenue recognised after 1 March 2020 (the month when the COVID-19 pandemic forced worldwide cinema closures)
has been treated as variable consideration as on average, the amount of consideration to which Vista Group
ultimately collects is expected to be less than the price stated in the contract.
At 31 December 2020, Vista Group applied judgement in determining the amount of consideration expected to be
received from its customers. Such revenue provisioning is highly subjective due to it not being clear when cinemas
will operate at normal capacity levels, nor is the financial position of customers necessarily known. Judgements made
in the revenue provisioning include:
• Concession discounts: Many of Vista Group’s core customers are located in regions which have been affected by
the spread of the COVID-19 pandemic (such as North America, Europe and Asia), where the majority of cinemas
have been closed. To ensure timely payment, or to facilitate support to customers, Vista Group have granted
concessions to payment terms or discounts to recurring fees. Vista Group has worked closely with its customer
base to provide appropriate relief, whilst seeking to reserve its position in respect of amounts contractually owed.
At 31 December 2020, concession discounts are only recognised when they have been agreed, or where the
customer has a reasonable expectation of being entitled to a discount. Vista Group has applied judgement when
determining the customers who have a reasonable expectation to receive a concession discount.
For agreed concession discounts, a reduction in revenue and trade receivables were recognised throughout the
year. For expected concession discounts, a reduction in revenue was recognised with a corresponding recognition
of a concession discount provision, as presented in section 5.1.
The revenue presented in the previous table is net of agreed and expected concession discounts.
• Credit risk – specific: For revenue recognised after 1 March 2020, Vista Group applied judgement in assessing

each of its customers for any known risk that may impact the ability to collect the associated consideration and
their ability to pay the amounts invoiced. Where these facts are known, judgement has been applied to assess

the amount that will probably be collected.
• Credit risk – general (core businesses): On top of the specific provision above, Vista Group applied judgement in
determining a general provision for collectability to account for customers not currently known to be experiencing
financial distress. Accordingly, Vista Group determined approximately 15% of trade receivables and accrued
revenues in the Cinema and Movio segments, where customers are predominantly cinemas, may not be collectible.
• Credit risk – general (Additional Group Companies segment): Customers in this segment are predominantly
studios, each of whom have more diversified revenues (i.e. video on demand, television etc.). These customers

have predominantly continued settling their invoices during the COVID-19 pandemic and are not anticipated to
have the same level of collectability issues. Accordingly, only minimal provisioning has been required on

a customer-by-customer basis (within the specific provision).
The total credit risk provision as presented in the previous table reduces the net revenue after concession

discount by $6.3m.
See section 5.1 for further details of the revenue provisions at 31 December 2020, including how these provisions

add to the expected credit loss (ECL) provisions to show the proportion of total provisions against trade receivables
and accrued revenues. A sensitivity analysis of credit risk is also available in section 9.4.
Due to the statement of financial position spot exchange rates being significantly different to the income statement
average exchange rates, the values recognised as part of the trade and other receivables on the statement of

financial position will not tie to those recognised within revenue. For example, the difference between the USD
and GBP spot/average rates at 31 December 2020 are 11% and 5%, respectively.
Process and policy
The tables below provide further information on the application of NZ IFRS 15, across the most significant
revenue streams of Vista Group.
Vista Cinema Segment
REVENUE TYPEDESCRIPTIONKEY JUDGEMENTSOUTCOME
TIMING OF REVENUE
RECOGNITION
Product –
Cinema
Non-recurring revenue
Perpetual ERP software
license targeted at
larger cinema circuits.
Determining the
distinct performance
obligations and
whether items
are required to be
bundled to form a
distinct performance
obligation.
Providing a software
license is a distinct
performance
obligation and is
not required to
be bundled with
other performance
obligations.
Point in time
Recognised at the

point in time when
the software goes
live, which is when
the customer can
benefit from using

the software.
Product –
Veezi
Recurring revenue
Subscription-based
software targeted at
small and independent
theatres. Revenue
includes a fixed
monthly fee plus a
variable component
based on the number

of tickets sold.
Determining whether
a sales-based license
of intellectual
property exists.
Determining whether
there is a sales-based
variable component.
The subscription to
Veezi is a sales-based
license of intellectual
property. There is a
sales-based variable
component.
Point in time
Recognised at the
end of each month,
once the sales-based
variable usage

is known.
Maintenance
– Cinema
Recurring revenue
Basic support and

any enhancements
or upgrade to
the software.
No major judgement
required, other than
confirming the scope
and period of the
maintenance contract.
N /AOver time
Benefits are
simultaneously
received and
consumed; revenue is
recognised over the
maintenance term.
Services and
Development
Non-recurring revenue
Value-add services,
implementation
services and bespoke
development of

the software.
Determining whether
the services and
development
provided are a
distinct performance
obligation.
Services and
development are a
distinct performance
obligation as they are
not highly dependent
or interrelated to
other performance
obligations in

the contract.
Over time
Recognised when

the service or
development is
complete or

on a stage of
completion basis.
Notes to the financial statements • 6362

Movio Segment
REVENUE TYPEDESCRIPTIONKEY JUDGEMENTSOUTCOME
TIMING OF REVENUE
RECOGNITION
Product –
Cinema
Recurring revenue
Movio Cinema
cloud-hosted data,
marketing and analytics
platform. Customers

are charged an
annual access fee
to platform plus a
variable component
(see below).
Determining whether
the platform access

is a distinct
performance
obligation.
Access to the
platform is a distinct
performance
obligation and is
not required to
be bundled with
other performance
obligations.
Over time
Platform access is
recognised over
time as benefits
are simultaneously
received and
consumed.
Recurring revenue
Variable revenue based
on the number of active
members managed
and the number of
promotional messages
sent during a given
period.
Determining if a
usage-based license
of intellectual
property exists.
The variable revenue
is a usage-based
license of intellectual
property.
Point in time
Variable license
revenue is recognised
at the end of
each month once
usage-based

quantities are known.
Product –
Media
Recurring revenue
Movio Media
cloud-hosted data,
marketing and

analytics platform.
Determining whether
the platform access is
a distinct performance
obligation.
Access to the
platform is a distinct
performance
obligation and is
not required to
be bundled with
other performance
obligations.
Over time
Platform access is
recognised over
time as benefits
are simultaneously
received and
consumed.
Non-recurring revenue
Targeted marketing
campaigns, digital
advertising and reports.
No major

judgement
required.
N /APoint in time
Revenue is recognised
when the campaigns
and reports

are completed.
ServicesNon-recurring revenue
Value-add services,
data scientist

services and setup
and configuration.
Determining
whether the services
provided are a
distinct performance
obligation.
The services are
distinct performance
obligations as they are
not highly dependent
or interrelated to
other performance
obligations in

the contract.
Over time
Recognised when the
services are complete
or on a stage of
completion basis.
Additional Group Companies Segment
REVENUE TYPEDESCRIPTIONKEY JUDGEMENTSOUTCOME
TIMING OF REVENUE
RECOGNITION
Product –
Showtimes
Platform
Recurring revenue
Website and marketing
platform for feature
films, incorporating
Showtimes data.
Determining the
distinct performance
obligations and the
requirements to
bundle performance
obligations.
Two distinct
performance
obligations exist:
Platform creation
and incorporating
Showtimes data.
Point in time
Recognised at a point
in time when the
Platform is live and
subsequently when

the Showtimes data
is incorporated.
Product –
Maccs
Non-recurring revenue
Perpetual theatrical
distribution software

for film distributors.
Determining the
distinct performance
obligations and
whether they are
required to be
bundled as one
performance
obligation.
Provision of the
software license is a
distinct performance
obligation but is
required to be
bundled with
development
where the license is
dependent on the
development.
Point in time
Recognised at a
point in time when
the territory is live on
the software and the
customer can benefit
from the software
license.
Maintenance
– Maccs
Recurring revenue
Basic support and

any enhancements
or upgrades of
the software.
No major judgement
required, other than
confirming the scope
and period of the
maintenance contract.
N /AOver time
Benefits are
simultaneously
received and
consumed; revenue
recognised over the
maintenance term.
Services and
Development
Non-recurring revenue
Value-add services,
implementation
services and bespoke
development of

the software.
Determining the
distinct performance
obligation and
whether the service
or development
is required to be
bundled to form a
distinct performance
obligation.
Where the services
and development are
highly interrelated
to a license, they
are bundled with
the license as a
single performance
obligation. Otherwise,
the services and
development are a
distinct performance
obligation.
Over time
Recognised when
the services and
development are
complete or on a stage
of completion basis.
Notes to the financial statements • 6564

2.2 Operating segments
Vista Group operates in the vertical cinema/film market via three reportable segments and a corporate segment.
Due to a significant overlap in current and expected customer base of the Early Stage Investments and Cinema
segments, Vista Group changed its operating segments during the year for management reporting purposes.

The previously reported Early Stage Investments segment is now included within the Cinema segment and
the comparative segmental disclosures below have been restated for the change in operating segments.
The Chief Executive and Board of Vista Group are collectively considered to be the CODM in terms of NZ IFRS 8
Operating Segments. These segments have been defined based on the reports regularly reviewed by the CODM

to make strategic decisions.
Cinema segment
Software associated with cinema management via the Vista software suite of products, plus the cloud based

Veezi product for smaller scale cinemas. This segment now also includes movieXchange and Share Dimension
(Cinema Intelligence), which were previously reported under the prior year Early Stage Investments segment.
Movio segment
Includes the Movio Cinema and Media products, both of which provide data analytics and campaign management.
Additional Group Companies segment (AGC)
An aggregation of Maccs, Powster, Flicks, plus the addition of Numero from 14 October 2019. None of these
businesses individually exceed the 10% threshold for segment revenue or profitability that would require

separate disclosure under NZ IFRS 8.
Corporate segment
The shared services functions associated with Vista Group, being legal, finance and senior management.

Revenue received from Vista China, an associate company, is recognised within this segment.
Full legal names of each entity can be obtained from section 8.3.
Operating segment performance
Vista Group has adjusted its definition of EBITDA
3
to also exclude restructuring costs due to it being a one-off,
non-trading related cost. The CODM also excludes these costs when measuring the performance of Vista Group.
More information on restructuring costs is available in section 2.3.
Year ended 31 December 2020
CINEMA
1
MOVIOAGC
2
CORPORATETOTAL
NZ$mNZ$mNZ$mNZ$mNZ$m
Recurring revenue39.1 13.5 11.4 1.5 65.5
Non-recurring revenue1 7.7 1.3 3.0 -22.0
Total revenue56.8 14.8 14.4 1.5 8 7. 5
Operating expenses(38.8)(8.5)(8.4)0.3 (55.4)
Sales, marketing and admin expenses(22.8)(6.1)(6.2)(9.2)(44.3)
Foreign currency gains / (losses)1.3 (0.3)(0.1)(0.1)0.8
EBITDA
3
(3.5)(0.1)(0.3)(7.5)(11.4)
EBITDA margin
4
-6%-1%-2%-13%
Year ended 31 December 2019 (restated)
Recurring revenue52.419.814.02.088.2
Non-recurring revenue46.85.93.6-56.3
Total revenue99.2 25.7 17.6 2.0 144.5
Operating expenses(49.9)(10.6)(7.5)(0.2)(68.2)
Sales, marketing and admin expenses(20.0)(8.4)(6.5)(10.4)(45.3)
Foreign currency gains / (losses)0.30.1(0.3)-0.1
EBITDA
3
29.6 6.8 3.3 (8.6)31.1
EBITDA margin
4
30%26%19% 22%
Reconciliation of EBITDA to (loss) / profit before tax
20202019
NZ$mNZ$m
EBITDA
3
(11.4)31.1
Depreciation and amortisation(17.7)(9.7)
Operating (loss) / profit
5
(29.1)21.4
Finance costs(2.2)(1.7)
Finance income0.7 0.6
Acquisition expenses(0.2)(0.1)
Share of equity accounted loss from associates and JVs(3.0)(1.6)
Impairment charges(28.4)(0.6)
Restructuring costs(2.1)-
Capital gains and losses-0.4
(Loss) / profit before tax(64.3)18.4
1 Includes results of Stardust until 25 February 2019, when it ceased to be a controlled entity.
2 Includes results of Numero from 14 October 2019, when control was obtained through the step acquisition (see section 3).
3 EBITDA is a non-GAAP measure and is defined as earnings before net finance costs, income tax, depreciation and amortisation, acquisition expenses, capital
gains/losses, impairment charges, restructuring costs and share of equity accounted results from associates and joint ventures.
4 EBITDA margin is a non-GAAP measure which the CODM regularly reviews and is calculated as EBITDA over total revenue.
5 Operating (loss) / profit is a non-GAAP measure and is defined as earnings before net finance costs, income tax, acquisition expenses, capital gains/losses,
impairment charges, restructuring costs and share of equity accounted results from associates and joint ventures.
Notes to the financial statements • 6766

Timing of revenue recognition by segment
Year ended 31 December 2020
CINEMAMOVIOAGCCORPORATETOTAL
NZ$mNZ$mNZ$mNZ$mNZ$m
At a point in time17.8 6.2 8.0 -32.0
Over time39.0 8.6 6.4 1.5 55.5
Total revenue56.8 14.8 14.4 1.5 8 7. 5
      
Year ended 31 December 2019 (restated)     
At a point in time40.89.53.9-54.2
Over time58.416.213.72.090.3
Total revenue99.2 25.7 17.6 2.0 144.5
Revenue by domicile of entity
Vista Group recognises revenue within entities across several jurisdictions. Revenue is allocated to geographical
regions based on where the sale is recorded by each operating entity within Vista Group. Independent resellers are
used to promote Vista Group’s products in multiple jurisdictions. The revenues recognised via these independent
resellers are not allocated geographically, rather they are shown within the New Zealand and United Kingdom
jurisdictions based on the location of the transacting Vista Group entity.
20202019
NZ$mNZ$m
New Zealand1 7.7 28.9
United States29.4 54.5
United Kingdom24.8 34.4
Mexico5.9 15.7
Other
1
9.7 11.0
Total revenue8 7. 5 144.5
Non-current assets by domicile of entity
Non-current operating assets by location of the reporting entity are presented in the following table.
20202019
NZ$mNZ$m
New Zealand59.6 55.7
United States21.4 25.7
United Kingdom10.0 12.5
Mexico10.8 11.7
Other
1
13.6 20.8
Non-current assets (excluding DTA and associates)115.4 126.4
As required by NZ IFRS 8, the table above excludes deferred tax assets and investments in associates
and joint ventures.
1 The ‘other’ category in the tables presented include entities in the Netherlands, Germany, Malaysia, Romania and South Africa.
2.3 Expenses
Impairment charges
20202019
SECTIONNZ$mNZ$m
Goodwill5.411.6 -
Intangible assets5.51.8 -
Investment in joint venture - Stardust5.31.3 -
Investment in associate - Vista China5.313.7 -
Investment in associate - Numero-0.6
Total impairment charges28.4 0.6
All impairment charges relating to goodwill and investments in associates are attributable to the Corporate operating
segment. The investment in Vista China is attributable to the Cinema operating segment. Of the impairment charges
relating to intangible assets, $1.2m relates to the Cinema operating segment, $0.4m relates to Movio and $0.2m
relates to AGC.
Capital gains and losses
20202019
NZ$mNZ$m
Capital gain – derecognition of Stardust- 0.1
Capital gain – step acquisition of Numero-0.3
Total capital gains and losses- 0.4
Restructuring costs
On 4 June 2020, Vista Group announced it had begun consultation with its New Zealand and United Kingdom
based staff around a proposed new structure for its core businesses (Vista Group, Vista Cinema and Movio).
Staff based in the United States were also included in this organisation restructuring in the second half of the year.
Vista Group incurred a total of $2.1m of restructuring costs which have been excluded from EBITDA (see section 2.2
for the EBITDA definition).
Auditor’s remuneration included in administration expenses
20202019
NZ$mNZ$m
Audit of financial statements
Audit and review of financial statements - PwC0.50.5
Total audit fees0.5 0.5
Vista Group engaged PwC to perform non-audit services relating to:
• Assurances services: Relating to a review of R&D growth grants $15k (2019: $15k).
• Advisory services: Tax advisory relating to long-term employee incentive schemes $89k (2019: $7k)

and the preparation of an immaterial subsidiary’s financial statements $nil (2019: $12k).
Fees paid to other audit firms for the audit of local subsidiary financial statements was less than $0.1m (2019:

less than $0.1m). The non-audit services provided by these firms was also less than $0.1m (2019: less than $0.1m).
Notes to the financial statements • 6968

Recognition of government grants (significant judgement / estimate)
Government grants are recognised when there is reasonable assurance that the grant will be received and all
attached conditions will be complied with. Government grants are recognised within the income statement
as an offset to either operating expenses or administration expenses.
Total government grants recognised in the income statement during the year were $8.5m (2019: $4.2m),

which is made up of:
• Wage subsidies: In the current year, Vista Group received $5.9m of wage subsidies from various governments
including New Zealand, Australia, Netherlands and United Kingdom. The purpose of these subsidies was to help
incentivise businesses to retain as many employees as possible. At 31 December 2020, all these grants have been
released to the income statement.
• Growth grants: During the year, Vista Group recognised a total of $2.6m (2019: $4.2m) of grants from Callaghan
Innovation in New Zealand (Callaghan) and Ministry of Economic Affairs (WBSO) in Netherlands to assist with
research and development.
At 31 December 2020, the Callaghan scheme includes a 10% retention amount of $0.2m (2019: $0.4m) yet to

be paid and subject to independent auditor review.
• HSBC PPP loan: In the current year, Vista Group entered into a US$2.0m loan arrangement with HSBC as part
of the US government paycheck protection program (PPP). This loan is a US government designed incentive for
businesses impacted by the COVID-19 pandemic to keep staff on their payroll. Vista Group can apply for this loan

to be forgiven if all employees are kept on the payroll for at least eight weeks and the money is used for payroll,
rent, mortgage interest, or utilities.
Application for forgiveness of this loan is expected to occur in 2021. However, as the rules of this scheme

continue to change, Vista Group does not yet have sufficient certainty that the loan will be forgiven.
Accordingly, the HSBC PPP loan will only be de-recognised and the income relating to forgiveness will
only be recognised if the application is accepted, with $nil recognised as a government grant in 2020.
See section 4.3 for more details of the HSBC PPP loan.
Other expenses
Sales and marketing expenses are those costs incurred by Vista Group in directly selling or marketing its products,
along with the associated personnel costs.
Operating expenses include those costs incurred by Vista Group in running its business operations. Such costs

include hosting, research, maintenance, development and the associated personnel costs. Vista Group has expensed
$20.0m of aggregated software related research and development expenditure that does not meet the capitalisation
criteria in section 5.5 (2019: $25.4m) within this operating expense line.
Administration expenses include the overhead costs incurred by Vista Group that are not directly associated with
sales, marketing or costs incurred in running its business operations. The following depreciation and amortisation
costs are also included within administration expenses.
20202019
SECTIONNZ$mNZ$m
Depreciation of property, plant and equipment5.23.82.1
Depreciation of lease assets5.76.63.9
Amortisation of intangible assets5.57. 33.7
Total depreciation and amortisation costs1 7.79.7
3. Business combinations
This section outlines the final acquisition accounting of Numero, which was acquired in 2019.
Business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether
equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary
comprises cash and the fair value of any asset or liability resulting from a contingent consideration arrangement.
Identifiable assets acquired as well as any liabilities and contingent liabilities assumed in a business combination

are, with limited exceptions, measured initially at their fair values at the acquisition date. Vista Group recognises
any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value
or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
Goodwill represents the excess of purchase considerations over the fair value of net assets acquired in a business
combination. Goodwill is allocated to cash generating units (CGUs), which are the lowest level of assets for which
separately identifiable cash flows can be attributed. See section 5.4 for more detail on the components of goodwill
recognised. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are
discounted to their present value at the date of exchange. The discount rate applied is the entity’s incremental
borrowing rate (being the rate at which a similar borrowing could be obtained from an independent financier

under comparable terms and conditions).
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability
are subsequently remeasured to fair value with changes recognised in the income statement.
If a business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously

held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising
from such remeasurement are recognised in the income statement.
Fair value of intangible assets acquired in a business combination (significant judgement /
estimate)
On 14 October 2019, Vista Group announced it had acquired the remaining 50% stake in Numero. This transaction
resulted in Vista Group obtaining control of Numero and it was therefore consolidated into Vista Group’s results

from the date of the transaction.
Due to the Numero transaction completing close to 31 December 2019, the fair value of net assets were provisional
which excluded the valuation of intangible assets acquired and the related deferred tax. Due to their significance,

the fair value of the acquired intangible assets amounting to $4.0m were determined by external valuation experts.
A $1.2m of deferred tax liability was also recognised.
As a result, the final goodwill recognised is $2.7m lower than the provisional goodwill (section 5.4).
Judgement was also required to determine how an external market participant would determine the fair value of

the Numero borrowings from Vista Group. While the total borrowings on the date of acquisition were $9.1 million,
Vista Group concluded the previously recognised provision for impairment on the receivable of $3.6 million at 30
June 2019 remained appropriate, meaning the fair value of the receivables owed to Vista Group by Numero were

$5.5 million. This fair value is confirmed using a 5-year discounted cash flow (DCF) of Numero’s future cash flows,
which is a level 3 fair value measurement technique.
Goodwill is attributable to future growth in Numero obtained from future operating synergies and the ability to
leverage Vista Group’s existing infrastructure and customer network. Lastly, the goodwill will include a portion

relating to the assembled workforce, which does not meet the NZ IAS 38 Intangible Assets recognition criteria.
Notes to the financial statements • 7170