Notice of Annual Meeting

Notice of
Annual Meeting
2021
Vista Group
International
Limited
of Shareholders

Items of Business
• Chair’s introduction and address
• CEO’s address
• Resolutions
• General business and
shareholder discussion
Resolutions
To consider, and if thought fit, to pass
the following ordinary resolutions:
Resolution 1
That the Board is authorised to
fix the fees and expenses of
PricewaterhouseCoopers as
auditor for the ensuing year.
Resolution 2
That Susan Peterson be re-elected
as a Director of Vista Group.
Resolution 3
That Murray Holdaway be re-elected
as a Director of Vista Group.
Resolution 4
That Claudia Batten be re-elected
as a Director of Vista Group.
Resolution 5
That the maximum aggregate annual
remuneration payable to Non-Executive
Directors be increased by $225,000,
from $500,000 to $725,000 (plus GST
as appropriate).
Resolution 6
That the Vista Group Recognition
Scheme Rules be approved.
Further information relating to
these Resolutions is set out in the
Explanatory Notes accompanying this
Notice of Meeting. Please read and
consider the Resolutions together with
the Explanatory Notes.
By order of the Board of Directors.
Susan Peterson
Chair of the Board
Vista Group International Limited
28 April 2021
Notice of 2021 Annual
Meeting of Shareholders
Notice is given that the Annual Meeting of Shareholders
of Vista Group International Limited (Vista Group) will
be held online only at www.virtualmeeting.co.nz/vgl21
on Wednesday 26th May 2021 at 3:00pm.

Explanatory Notes
Resolution 1: Appointment
of auditors and auditors’
remuneration
Pursuant to section 207T
of the Companies Act 1993,
PricewaterhouseCoopers is
automatically re-appointed as the
auditors of Vista Group at the Annual
Meeting. Shareholders are being
asked to resolve that the Board be
authorised to fix the remuneration
of PricewaterhouseCoopers as the
auditors of Vista Group for the 2021
financial year.
Resolutions 2, 3 and 4:
Re-election of directors
In accordance with NZX Listing Rule
2.7.1, Susan Peterson and Murray
Holdaway both retire by rotation and,
each being eligible, offer themselves
for re-election. Claudia Batten retires
following her appointment by the
Board in January 2021, and being
eligible, offers herself for re-election.
The Board (other than Susan Peterson,
Murray Holdaway and Claudia Batten
with respect of their own positions)
unanimously recommends that you
vote in favour of the re-election of
Susan Peterson, Murray Holdaway
and Claudia Batten as Directors.
The Board supports their re-election
as it considers their respective
experience and skill sets contribute
to the overall mix of functional and
strategic competencies required by
Vista Group.
For the purposes of the NZX Listing
Rules, in the Board's view:
• if Susan Peterson is re-elected
as Director, she will qualify
as an Independent Director;
• if Murray Holdaway is re-elected
as Director, he will not qualify
as an Independent Director; and
• if Claudia Batten is re-elected
as Director, she will qualify
as an Independent Director.

Susan Peterson
Susan is an experienced business leader with a particular interest
in helping companies to drive growth through technology, innovation
and organisational culture.
Susan has been a director on the Vista Group Board since 3 June 2014
and was appointed as Chair on 1 January 2021. Susan is also an independent
director of Xero, Arvida Group, Property for Industry and Trustpower.
To ensure that she has the capacity to successfully fulfil the demands
of the Vista Group Chair role, Susan has retired from the board of
ASB Bank and will not seek re-election to the Board of Trustpower
at the ASM later this year.
Susan is a member of the New Zealand Markets Disciplinary Tribunal
and is a Board member of non-profit Global Women (NZ).
Murray Holdaway
Murray is the co-founder and product visionary of Vista Cinema and Vista
Group’s Chief Product Officer. Murray was the CEO of Vista Group from its
IPO in 2014 until 2018.
Prior to Vista, Murray was a founder of Madison Systems, a joint venture
partner in Vista Cinema when it was formed in 1996. Murray has over 20
years’ experience in building innovative software for the film industry.
He has a Bachelor of Science in Computer Science and a Bachelor of
Commerce in Financial Accounting.
Claudia Batten
Claudia is a highly successful entrepreneur with considerable international
digital, advertising and technology experience. Claudia was a founding
member of US company Massive Inc, a network for advertising in video
games, acquired by Microsoft in 2016, and a co-founder of Victor & Spoils,
the first advertising agency built on crowdsourcing principles, acquired
by Havas Worldwide in 2011.
Claudia has significant public company and governance experience,
including as the current Chair of NZX and ASX listed digital travel company
Serko, and as Digital Adviser to the Board of Westpac New Zealand.
Claudia is an active mentor and champion of the New Zealand technology
scene and her works have been recognised by numerous awards including
the KEA World Class New Zealand Supreme Award, the High-Tech Awards
“Flying Kiwi” award, the CIO “Outstanding Contribution to ICT in New
Zealand” award and she is a distinguished Alumni of Victoria University
of Wellington. She has a Bachelor of Laws (Hons) and a Bachelor of
Commerce from Victoria University of Wellington, New Zealand.
Brief biographical details of each of Susan Peterson,
Murray Holdaway and Claudia Batten are set out below:

Resolution 5: Directors’ fees
Pursuant to NZX Listing Rule 2.11.1, no
remuneration may be paid to a Director
in her or his capacity as a Director by
Vista Group or any subsidiary of Vista
Group unless that remuneration has
been authorised by ordinary resolution
at a meeting of Shareholders.
At the time of Vista Group’s IPO in 2014,
a Directors’ fee pool of $500,000 per
annum was authorised by shareholders.
The Directors’ fee pool has not been
increased since 2014.
The Board proposes to increase the
Directors’ fee pool in order to achieve
its independent governance aims,
reflect the increasing complexity of
Vista Group’s business and resulting
demands on its Directors, and increase
Vista Group’s ability to attract suitably
qualified Independent Directors.
Independent Governance
At the last Annual Meeting of
Shareholders, the Board comprised
six Directors, three Executive Directors
(Kirk Senior (Chair), Murray Holdaway
and Brian Cadzow) and three
Independent Directors (Susan Peterson,
James Ogden and Cris Nicolli).
In accordance with best practice
corporate governance, during the
course of 2020 the Board continued
the implementation of its succession
plan to achieve independent
governance. This involved:
• Kirk Senior (previous Executive Chair)
stepped down as Chair and retired
from his executive position with
Vista Group - continuing as a Non-
Independent Non-Executive Director.
• Susan Peterson was appointed as
Independent Chair.
• Claudia Batten was appointed as an
Independent Director.
• Brian Cadzow retired from his
executive position with Vista Group
and as an Executive Director.
• The Board announced the
appointment of James Miller as an
Independent Director with effect from
31 August 2021.
The Board now has an Independent
Chair and comprises a majority
of Independent Directors - four
Independent Non-Executive Directors
(Susan Peterson (Chair), Claudia
Batten, James Ogden and Cris Nicolli),
one Non-Independent Non-Executive
Director (Kirk Senior) and one Executive
Director (Murray Holdaway (Co-
Founder)).
The transition to independent
governance has necessitated an
increase in the Directors’ fee pool,
however the total cost of Directors (by
way of Directors’ fees and executive
remuneration) has reduced.
Shareholders are encouraged to
refer to the corporate governance
section of Vista Group’s 2020 Annual
Report released on 1st March 2021 and
Governance Update released on 23rd
March 2021 for further information.
Complexity of Business
Since the IPO in 2014, Vista Group has
grown significantly to become the
global leader in the delivery of software
and data analytics solutions to the film
industry. Vista Group now comprises six
international businesses, with over 630

employees, located in nine countries,
serving customers in over 100 countries.
Vista Group’s cinema software has a
51% global market share in Cinema
Exhibition Companies with 20+ screens,
excluding China. These factors have
resulted in an increase in the scale and
complexity of matters for consideration
by the Board over that time.
Independent Benchmarking
The Board is committed to ensuring
that Directors’ fees are set in a manner
that is fair, flexible and transparent.
Vista Group engaged Strategic Pay
to conduct a benchmarking exercise.
Strategic Pay maintains a significant
data base of directors’ fees information.
Using this data base, Vista Group’s
Directors’ fees were benchmarked
against a comparator group made up
of New Zealand listed companies that
predominantly operated in the software
sector, that had a global focus with the
majority of their revenue earned outside
of New Zealand, and/or had a similar
level of complexity in their businesses.1
Vista Group targets remuneration,
including Directors’ remuneration,
at the median of the relevant
comparator group.
As a result of the process conducted
by Strategic Pay, and the Board’s
consultation with a number of
its shareholders and stakeholder
representative bodies, the Board
determined to propose an increase
to the total pool available for
remunerating the Non-Executive
Directors to $725,000 per annum (plus
GST as appropriate). The proposed
increase to the annual pool represents
an increase of $225,000 (45%) from
the total Directors’ fee pool last
approved by shareholders in 2014.
In reaching this recommendation, the
Board has considered the experience
and responsibility of the Directors,
the global nature and complexity
of Vista Group’s business, and the
level of governance and consequent
time commitment, relative to the
independent benchmarking information
in respect of the comparator group
provided by Strategic Pay.
A table showing the fee structure for
Vista Group’s Non-Executive Directors,
measured against the median of
the comparator group provided by
Strategic Pay, is set out below:
1 The comparator group comprises Gentrack, Fisher & Paykel Healthcare, EROAD, Serko, EBOS, Pushpay, Sky TV,
Synlait Milk and Tourism Holdings.
ROLE
VISTA GROUP’S DIRECTORS’
FEES PER ANNUM
COMPARATOR GROUP
MEDIAN
VARIANCE TO COMPARATOR
GROUP MEDIAN
BASE FEES
Chair$180,000$168,3347%
Non-Executive Director$85,000$88,900-4%
AUDIT AND RISK COMMITTEE /
NOMINATIONS AND REMUNERATION
COMMITTEE FEES
Chair $15,000$17,625-15%
Member $10,000$16,750-40%

Pursuant to NZX Listing Rule 6.3.1,
the Non-Executive Directors and their
associated persons are disqualified
from voting on Resolution 5, including
any discretionary proxies. Any
votes cast on this Resolution by
Non-Executive Directors and their
associated persons will be disregarded
except where they have been cast by
the Non-Executive Director or their
associated person as an expressly
directed proxy.
Resolution 6: Vista Group
Recognition Scheme Rules
The Vista Group Recognition Scheme
is a share based scheme implemented
by Vista Group to motivate and retain
its employees.
The Vista Group Recognition Scheme
involves employees of Vista Group
companies (other than Executive Team
members) based in New Zealand, USA
and UK receiving Share Rights. Neither
the Directors nor their associated
persons participate in the Vista Group
Recognition Scheme. Each Share
Right granted under the Vista Group
Recognition Scheme is eligible to vest
into one fully paid ordinary share in
Vista Group based on the employees’
continued employment with a Vista
Group company. The Share Rights are
issued under NZX Listing Rule 4.6.1,
and the ordinary shares to be issued
on exercise of the Share Rights are
to be issued under NZX Listing Rule
4.9.1(b), and accordingly shareholder
approval is not required under the
NZX Listing Rule.
At the date of this Notice of Meeting,
494,998 Share Rights have been
granted to USA based employees of
Vista Group companies and, subject to
Shareholder approval and the relevant
employees’ continued employment, are
expected to vest into ordinary shares
in Vista Group in late November 2021.
Accordingly, up to 494,998 ordinary
shares are expected to be issued as
a result of the exercise of the Share
Rights granted to date. Subject to the
3% limit applying under NZX Listing
Rule 4.6.1 on a rolling 12 month basis
from time to time, the Board may
approve the grant of additional Share
Rights to USA based employees of
Vista Group companies under the Vista
Group Recognition Scheme.
Under relevant USA-law, the Vista
Group Recognition Scheme Rules
require shareholder approval.
Shareholder approval is required within
12 months of the date that Share Rights
are first granted to employees (and
prior to the issuance of the ordinary
shares) and will effectively approve
for USA-law purposes both the Share
Rights that have already been granted
and the future granting of Share Rights
under the Vista Group Recognition
Scheme as outlined above, as well as
the future issuance of ordinary shares
in respect of any such Share Rights.
If Shareholder approval of the Vista
Group Recognition Scheme Rules is
not obtained, no ordinary shares will be
able to be issued to Vista Group’s US
based employees, and any Share Rights
issued to such employees under the
Vista Group Recognition Scheme within
the last 12 months must be rescinded.
In such event, the Board will investigate
alternative incentives to form part of

such employees’ overall remuneration
arrangements, which may include
a cash payment of a value to be
determined by the Board to provide
an appropriate incentive to such
employees having regard to the value
of the Share Rights forgone.
The key terms of the Vista Group
Recognition Scheme are:
• No amount is payable by a
participant for the grant of Share
Rights.
• One Share Right gives a participant
the potential to exercise that Share
Right for one ordinary share in Vista
Group at no cost.
• Whether a Share Right vests is
conditional on the participant
continuing to be employed by
a Vista Group company on the
relevant vesting date. Unless
otherwise determined by the Board,
Share Rights will lapse where a
participant ceases to be employed
by a Vista Group company prior to
the vesting date.
• Subject to any applicable Listing
Rules, the Board is given discretion
to adjust the terms of any Share
Rights to achieve equivalent
treatment as between the
participants and the shareholders
in the event of a change in the
capital structure of Vista Group. If
this occurred, the Share Rights may
entitle the participant to receive
more or less than one ordinary share
in Vista Group.
• The Board is also given discretion to
amend the terms of the Vista Group
Recognition Scheme and/or Share
Rights in the case of a takeover or
other change of control transaction
in respect of Vista Group, so as to
allow participants to participate in
the benefit of that transaction.
• Vista Group may amend the terms of
the Vista Group Recognition Scheme
and/or Share Rights, subject to the
consent of any adversely affected
participant.
• Share Rights are not transferable,
other than to certain persons
associated with a participant and
approved by the Board, and do
not participate in dividends or
other distributions of Vista Group.
Participants are not entitled to
participate in new issues of the
underlying securities (such as a
rights issue or bonus issue) prior to
Share Rights vesting.
• Share Rights will not be quoted on
either the NZX Main Board or the
ASX markets. So long as Vista Group
remains listed on the NZX Main
Board and/or the ASX markets, it is
intended that the ordinary shares
issued on vesting of Share Rights
will be quoted on the NZX Main
Board and/or the ASX markets
(as applicable).
• Ordinary shares issued or transferred
on the exercise of Share Rights will
be fully paid and rank equally with
all other ordinary shares in Vista
Group except for dividends or other
entitlements in respect of which
the record date occurred prior to
the date of issue or transfer of the
relevant ordinary shares.

Important information
Virtual Annual Meeting
of Shareholders
Shareholders will only be able to
attend and participate in the Annual
Meeting virtually via an online platform
provided by our share registrar, Link
Market Services at www.virtualmeeting.
co.nz/vgl21. Shareholders attending
and participating in the Annual Meeting
virtually via the online platform will be
able to vote and ask questions during
the Annual Meeting. More information
regarding virtual attendance at the
Annual Meeting (including how to
vote and ask questions virtually
during the Meeting) is available in
the Virtual Annual Meeting Online
Portal Guide available at https://bcast.
linkinvestorservices.co.nz/generic/
docs/OnlinePortalGuide.pdf.
Online Voting And Proxies
Shareholders may cast an online or
postal vote, or appoint a proxy to
attend the Annual Meeting online, and
vote in their place. Shareholders should
also refer to the enclosed voting/proxy
form for further details in relation to
voting.
A body corporate which is a
Shareholder may appoint a
representative to attend on its behalf
in the same manner as that in which it
could appoint a proxy.
A proxy need not be a Shareholder of
Vista Group. A Shareholder who wishes
to do so may appoint the Chair of the
Meeting to act as proxy.
A proxy will vote as directed in the
voting/proxy form or, if voting is left
to the proxy’s discretion, then the
proxy will decide how to vote on the
Resolutions (subject to the comments
under “Voting Restrictions” below). If
the Chair is appointed as proxy and
the voting is left to her discretion, the
Chair intends to vote in favour of each
of Resolutions 1 to 4 and Resolution 6.
The Chair will abstain from voting on
any discretionary proxies in respect of
Resolution 5.
To cast a postal or online vote,
or appoint a proxy, go online to
linkmarketservices.com/VGL/ or
complete and lodge the enclosed
voting/proxy form with the share
registrar, Link Market Services Limited,
in accordance with the instructions
set out on the form. In either case
the online appointment or vote, or
completed form, must be received
not later than 48 hours before the
time of the holding of the meeting
(i.e. before 3.00pm (New Zealand time)
on Monday, 24th May 2021).

Voting Restrictions
Vista Group will disregard any votes
cast in favour of Resolution 5 by any
Director of Vista Group and any of her
or his associated persons (as that term
“associated persons” is defined in the
NZX Listing Rules).
Vista Group need not disregard a vote
cast in favour of Resolution 5 if it is cast
by a Director as proxy for a person who
is entitled to vote, in accordance with
an express direction on the proxy form.
NZX Register Holders
You will need to enter your CSN/Holder
Number and Authorisation Code (FIN)
to securely complete your online vote
or proxy appointment.
ASX Register Holders
You will need to enter your Holder
Number and postcode to securely
complete your online vote or proxy
appointment.
If you wish to mail the voting/
proxy form then please send it
to our share registry, Link Market
Services Limited, using the freepost
envelope incorporated into the form.
Alternatively, you can scan and email
the completed voting/proxy form to
meetings@linkmarketservices.com
(please use “Vista Group Proxy” as the
subject of your email). The completed
voting/proxy form must be received by
the share registry no later than 3.00pm
(New Zealand time) on Monday, 24th
May 2021. Any voting/proxy form
received after that time will not be valid
for the Annual Meeting.
Voting
Voting on all of the Resolutions will
be by way of poll, meaning that each
shareholder of Vista Group has one
vote for each ordinary share in Vista
Group held by that that shareholder.
Voting entitlements for the meeting
will be determined as at 5.00pm on
24th May 2021. Registered shareholders
at that time will be the only persons
entitled to vote at the meeting (in
person, online or by postal vote or
proxy) and only the shares registered
in those shareholders’ names at that
time may be voted at the Annual
Meeting. Vista Group’s share registry,
Link Market Services Limited, has been
authorised by the Board to receive and
count postal votes at the meeting.
Resolutions 1, 2, 3, 4, 5 and 6 are
ordinary resolutions and must be
passed by a simple majority of the
votes of those Shareholders entitled to
vote and voting on those Resolutions.
NZ RegCo Review
This Notice of Meeting has been
reviewed by NZ RegCo in accordance
with NZX Listing Rule 7.1.2(a) and
NZ RegCo has confirmed it does not
object to this Notice. NZ RegCo does
not take any responsibility for any
statement in this Notice.
More Information
If you have any questions, or require
any further information, please contact
Vista Group’s General Counsel and
Company Secretary, Kelvin Preston, on
+64 9 984 4570.

Vista Group International Limited
Shed 12, City Works Depot
90 Wellesley St West
Auckland 1010
New Zealand
+64 9 984 4570
info@vistagroup.co.nz
vistagroup.co

---

Go online to vote.linkmarketservices.com/VGL to vote or give directions to your proxy or turn over to complete the form.
LODGE YOUR PROXY / POSTAL VOTE




VOTING / PROXY FORM FOR THE 2021 ANNUAL MEETING
Annual Meeting of Vista Group International Limited to be held online at www.virtualmeeting.co.nz/vgl21 on Wednesday, 26th May 2021 at
3:00pm (New Zealand time). Vista Group International Limited (Vista Group) will hold its 2021 Annual Meeting of Shareholders online only. If
you will be attending online, you will require your Holder Number for verification purposes.
POSTAL VOTE (DIRECT VOTE)
If you do not plan to attend the Annual Meeting, you may vote by postal
vote. Vista Group’s share registry, Link Market Services Limited, has
been authorised by the Board to receive and count postal votes at the
meeting. Vote by making the appropriate election, either online or on
this form, in respect of each item of business. If you make more than one
election in respect of a resolution your vote will be invalid for that
resolution. If you return your postal vote without indicating on any
resolution how you wish to vote, you will be deemed to have abstained
from voting on that resolution. If you complete the postal vote section
and also appoint a proxy, then your postal vote will be cast and your
proxy appointment will not be counted, but your proxy may still attend
the meeting on your behalf. If this form is returned duly signed by a
shareholder with voting instructions completed but without indicating
that it is a postal vote or proxy has been appointed, it will be deemed to
be a postal vote.
APPOINTMENT OF PROXY
Any shareholder who is entitled to attend and vote at the meeting may
appoint a proxy (or representative in the case of a corporate
shareholder) to attend and vote in their place. A proxy need not be a
shareholder of Vista Group. If you return this form or appoint a proxy
online without directing the proxy how to vote on any particular
resolution, you will be deemed to have given your proxy discretion as to
whether and how to vote on that resolution.
Appointing the Chair of the meeting or a Director as your proxy
The Chair of the meeting or any other Director is willing to act as proxy
for any shareholders who appoints her or him for that purpose. In making
such an appointment you acknowledge that they may exercise your vote
even if they have an interest in the outcome of that Resolution. If the
Chair or a Director is appointed as proxy and the voting is left to her or
his discretion, the Chair or Director intends to vote in favour of each of
Resolutions (1) to (4) and Resolution (6). The Chair or Director will abstain
from voting on any discretionary proxies in respect of Resolution (5).
Voting restrictions
Vista Group will disregard any votes cast in favour of Resolution (5)
by the Chair or any other Non-Executive Director of Vista Group and
any of her or his associated persons (at that term “associated
persons” is defined in the NZX Listing Rules).

Vista Group need not disregard a vote cast in favour of Resolution
(5) if it is cast by a Non-Executive Director as proxy for a person who
is entitled to vote, in accordance with an express direction on this
proxy form.

ATTENDING THE MEETING
The 2021 Annual Meeting will be held online only and shareholders
can attend at
www.virtualmeeting.co.nz/vgl21.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
Where the holding is in one name, the security holder must sign.
Joint holding
Where the holding is in more than one name, either joint
shareholder (or their duly authorised attorney) may sign.
Power of Attorney
If this Proxy Form has been signed by an attorney, a copy of the
power of attorney under which it was signed must accompany this
Proxy Form.
Company
This Proxy Form must be signed by a duly authorised officer or
attorney. Persons who sign on behalf of a company must be acting
with the company’s express or implied authority.
Completed Voting/Proxy Forms must be received at the office of
Vista Group’s share registry, Link Market Services Limited, no later
than 3:00pm (NZ time) on Monday, 24
th
May 2021. Any Voting/Proxy
Form received after that time will not be valid for the meeting.
ONLINE PROXY AND POSTAL VOTING (DIRECT VOTE)
To cast an online postal vote or appoint a proxy online please go to
vote.linkmarketservices.com/VGL
Holders on the New Zealand Register will require their CSN/Holder
Number and FIN to vote online.
Holders on the Australian Register will require their Holder
Number and postcode to vote online.
Online proxy appointments or online postal votes (direct votes) must
be lodged no later than 3.00pm (NZ time) on Monday, 24
th
May
2021.
Online
vote.linkmarketservices.com/VGL
Scan & Email
meetings@linkmarketservices.com

Deliver in person Fax
Link Market Services Limited, +64 9
Level 11, Deloitte Centre
80 Queen Street, Auckland 101050
Mail
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand
General enquiries
+64 9 375 5998
vista@linkmarketservices.co.nz Link
Market Services Limited
PO Box 91976
Auckland 1142
New Zealand
SCAN THIS QR CODE WITH YOUR SMARTPHONE AND VOTE ONLINE






CSN/Holder Number:

VOTING / PROXY FORM
STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
POSTAL VOTING
I wish to vote by postal vote (please tick the box).
My voting intention is indicated in the resolution section below.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Vista Group International Limited
hereby appoint of
name email address
or failing him/her of
name email address
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have
been given, the proxy will vote as he/she sees fit, subject to any applicable restrictions in the NZX Listing Rules and the ASX Listing Rules) at the
Annual Meeting of Vista Group International Limited to be held online at www.virtualmeeting.co.nz/vgl21
on Wednesday, 26
th
May 2021 at
3:00pm (New Zealand time) and at any adjournment of that meeting. If you wish, you may appoint as your proxy ‘The Chair of the Meeting’ or any
other Director.


STEP 2: ITEMS OF BUSINESS – POSTAL VOTE/PROXY VOTING INSTRUCTIONS
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in
computing the required majority. Proxy discretion is not applicable when voting by postal vote.

Tick () in box to vote
ORDINARY RESOLUTIONS
For

Against

Proxy
Discretion

Abstain
Resolution 1 That the Board is authorised to fix the fees and
expenses of PwC as auditor for the ensuing year.





Resolution 2 That Susan Peterson be re-elected as a Director of
Vista Group.



Resolution 3 That Murray Holdaway be re-elected as a Director
of Vista Group.



Resolution 4 That Claudia Batten be re-elected as a Director of
Vista Group.



Resolution 5 That the maximum aggregate annual
remuneration payable to Non-Executive Directors
be increased by $225,000, from $500,000 to
$725,000 (plus GST as appropriate).





Resolution 6 That the Vista Group Recognition Scheme Rules be
approved.




STEP3: SIGN - SIGNATURE OF SHAREHOLDER(S) This section must be completed.
Shareholder 1 Shareholder 2 Shareholder 3



Contact Name ___Daytime Telephone __________Date ___

Electronic Investor Communication:
If you received the Notice of Meeting & Proxy by mail and you wish to receive your future communications by email please provide your email
address below.


CSN/Holder Number: