Vista Group International Limited logo

2021 Annual Meeting of Shareholders

AGM26 May 2021VGLInformation Technology

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Vista Group International Ltd, Shed12 City Works Depot, 90 Wellesley Street West, Auckland 1010, NZ






MARKET ANNOUNCEMENT

26

th

May 2021, Vista Group International Ltd, Auckland, New Zealand


Chair’s Address and Group CEO’s Address - 2021 Annual Meeting of

Shareholders

Chair’s Address (Susan Peterson)

I will leave it to Kimbal to take us through the financial and operational review of the business

– all of which you will have heard in the full year results announcement and seen in our

Annual Report. Kimbal will also comment on our progress to date in 2021 and the near term

business outlook.

I would like to talk about how our team coped with the pandemic and why, going forward, we

are excited about the future.

2020 certainly tested our team. In the 2020 Annual Report, Kimbal and I said “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 are immensely grateful (and proud) of everyone in our Vista Group family across the globe

for dealing with the challenging uncertainties of 2020 with such courage and decency. Our

Vista Group teams pulled together to rapidly:

• Find new ways to support our customers;

• Execute a successful capital raise early to provide balance sheet confidence;

• Progress a simplification agenda to reduce complexity and sharpen our strategic

focus; and

• accelerate our transition to the Cloud.

All the while, supporting each other as we endured various forms of lengthy and challenging

lockdowns in our respective corners of the world.

Though our headline revenue was down almost 40%, we still managed to win new customers

over the last twelve months. Though we had to implement a painful reorganisation of our

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Vista Group International Ltd, Shed12 City Works Depot, 90 Wellesley Street West, Auckland 1010, NZ

people, we retained our heart, continued to look after each other and invest in our technology

so that we were well positioned for a post pandemic world. Though no-one could see how the

future would play out, we acted early and decisively, and now we can see the benefits of those

decisions resulting in increased strategic confidence.

Again, I cannot express enough gratitude to everyone in the Vista Group family (our people

and our customers) who have made it happen. Uncertainty will continue in some of our key

geographies for a while yet, but we are hopeful that some return to normality is getting closer

each day for most of us, and we will continue to support the entire team for whatever lies

ahead.

One of the wonderful realities of the post pandemic world is a backlog of high quality film

content – and an eager audience raring to go. If “Godzilla versus Kong” can surpass

US$400m of box office with limited geographic distribution, socially distanced seating and ‘day

and date’ release with streaming – we don’t need to go too far to imagine what the release of

“Black Widow”, “F9”, “A Quiet Place II”, “Top Gun II”, “James Bond – No Time to Die”... will

bring in the second half of 2021. 2022 is shaping up to be just as busy, and at this point is

looking to be the biggest year in history for content.

While it’s great to have a weekly rollout of blockbusters from June 2021 to December 2022,

the recovery will also mean a return to a broad range of diverse content released into the

cinema experience. The number of films released into cinemas has grown steadily since 2000.

Vista Cinema and Movio have been both the technology that helps drive this, and a significant

beneficiary of this trend. We’ve been central to enabling cinemas to dynamically programme

their schedules, digitally interact with distributors, and more easily find the next moviegoer.

This trend is one of the reasons that we see the opportunity to expand our reach within the

film industry. We have increased our already strong international market position, we continue

to focus and deliver on expanding our customer relationships, and we have strengthened the

underlying technologies that support the Vista Cloud and Movio strategies.

As our key markets recover, we will continue to press forward.

We expect that Vista Cinema will continue to win market share in the medium term, we don’t

view our current global market share of 51% as representing any form of ceiling. With Vista

Cloud being in the market later this year and widely commercially available from early next

year, we are hopeful that we may accelerate our growth of market share. We expect to see an

uptick in Vista Digital customers too, which represents new business for us.

So now, after a very tough year, and with a good understanding of the path to recovery, Vista

Group has a well-managed balance sheet from which to drive long term growth. We are

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Vista Group International Ltd, Shed12 City Works Depot, 90 Wellesley Street West, Auckland 1010, NZ

mindful of the continued challenges on our team, and our customers, but are confident that, as

we raise our view beyond the horizon, we have a clearer path ahead than ever before.

Governance

Since Vista Group listed in 2014, the Board has been committed to balancing the best

interests of the business and progressively working towards best practice governance. Board

succession takes careful planning, and despite the significant challenges the pandemic raised

in 2020, we successfully implemented a number of key steps in our progression towards

Board independence.

I was delighted to be appointed as Chair on 1 January this year, following from Kirk Senior

who will continue on the Board as a Non-Executive Director. Co-Founder, Brian Cadzow

resigned as an Executive Director after more than 20 years with Vista and, we announced the

appointment of Claudia Batten and James Miller as an Independent Directors.

Having taken these steps, the Board now comprises a solid majority of Independent Directors,

led by an Independent Chair. The NRC and the ARC committees will continue to be chaired

by Independent Directors – as they always have been - and importantly, we have retained the

talents, and considerable industry and technology expertise, of both Kirk and Murray at the

Board table.

On behalf of the Board, and all of our Vista Group team across the globe, I would like to take

this opportunity to warmly and sincerely thank Brian Cadzow for his incredible contribution to

Vista Group. Brian is one of our co-founders and, together with his lovely wife Julie, has given

his heart and soul to Vista Group over many years. Brian leads with purpose and we are not

just where we are today because of Brian, but we are largely who we are today because of

him as well. Thank you Brian and Julie – you are, and will always remain, an important part of

our Vista Group family.

I would also like to warmly thank Kirk Senior for his dedicated leadership for over six years as

our Executive Chair. Kirk steered Vista Group successfully through the public listing, the highs

of rapid growth, and the most difficult days of the pandemic. Kirk has deep experience and

long and established relationships across the global film industry and we are delighted that

Kirk will remain on our Board as a Non-Executive Director.

I would like to welcome Claudia Batten to the Board. Claudia is an acknowledged “World

Class New Zealander” who brings considerable experience on scaling technology companies

globally. We are very fortunate to have the benefit of Claudia’s experience and she is already

making a terrific contribution around how we might best harness new and emerging

opportunities. As a matter of process, having been appointed by the Board, Claudia is

required to seek ‘re-election’ at this meeting.

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Vista Group International Ltd, Shed12 City Works Depot, 90 Wellesley Street West, Auckland 1010, NZ

Although the total cost of the Board, including Directors fees and Executive remuneration, has

reduced as a result of our transition to Board independence, it has resulted an increase in the

draw on the Directors’ fee pool. As a result, and as you will have seen from the Notice of

Meeting, we are seeking shareholder approval to increase the Directors’ fee pool from

$500,000 to $725,000 at this meeting. In doing so, the Board is cognisant of the wider context

in which this request is being made – including recent shareholder returns, particularly as a

result of the pandemic.

Although Vista Group is a relatively small New Zealand technology company, it continues to

have a significant, exciting and global opportunity ahead of it. To pursue that opportunity

requires a highly skilled and experienced Board with a global focus. Vista Group needs to be

in a position to continue to attract directors with the skills and experience required to

successfully grow performance.

I would note here that the Director’s fee pool has not been reviewed since Vista Group listed

in 2014 (7 years ago). I would also note, that we have canvassed the views of the New

Zealand Shareholders’ Association and a number of our larger investors ahead of proposing

this increase, and I would like to thank them for their overwhelming support.

Governance Priorities

We released our first Governance Update to the market in March 2021. We intend to provide

similar updates annually moving forward. As outlined in our first Governance Update, the

Board’s focus in 2021 is on:

• Having innovation at our heart – Vista Cloud

• Continued operational discipline - near term focus on cash, ARR recovery and

expansion of SaaS

• Expansion into attractive ‘white spaces’ across the world of movies, so as to be relevant

to more customers

• Greater transparency in our reporting in areas such as environmental and social

governance, remuneration, and our readiness for the reporting in accordance with the

Taskforce for Climate related Financial Disclosure

• Prioritising the development of our team

We are in a great position to achieve all of these in the near term and we believe that we have

earned the right to push even harder on the opportunities that will come our way in 2021 and

2022.

I feel privileged to Chair a business that continues to relentlessly deliver on the following

objectives:

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Vista Group International Ltd, Shed12 City Works Depot, 90 Wellesley Street West, Auckland 1010, NZ

• attracting and developing a first class team

• nurturing strong customer relationships

• realising opportunities for further growth

• maintaining a strong balance sheet

• delivering margin growth

I would like to thank my fellow Directors for their support and hard work over what has been a

demanding year. I would also like to thank Kimbal (and his team) for his unflinching

commitment to Vista Group’s mission. The efforts of the entire team over the course of last

year is hugely appreciated.

Group CEO’s Address (Kimbal Riley)

Thank you, Susan.

I want to talk about two things today – firstly to reflect on the important themes for us in 2020,

and secondly to offer some comments on more recent times.

Our emergence from the challenges of 2020, in robust health and with a positive mindset for

2021 and beyond, came down to three key factors. We re-doubled our focus on our people and

caring for them. We persisted with delivering on our core strategic themes. And we were

extraordinarily diligent and imaginative in supporting our customers.

We have always had the wellbeing of our people at the forefront of our minds, but I’d have to

be honest and say we learnt a lot in 2020 about putting that into deliberate and pro-active

action. As a result we’re better than we were at looking after our people and encouraging them

to look after each other and their loved ones. One way we can see the impact of this is in our

overall productivity. Despite having our working practices turned upside down by working from

home, our productivity has remained measurably the same or better.

We continue to fine tune the balance between working from home and in the office, and we

expect our future will be different forms of hybrid arrangements - which enable our people to

organise their lives in the best way that suits their individual circumstances.

Whilst in New Zealand we have been relatively fortunate in having options to work in the office

or from home for the majority of recent months, our people in other countries such as the

USA, the UK, and the Netherlands have not been so lucky. Our leadership team, supported by

our people teams, continue to work really hard to look after our people there.

Our people in their turn took up the challenges of getting even closer to our customers with

enthusiasm and determination. In fact our people have been outstanding throughout this most

challenging of circumstances. They’ve been staunch in the face of uncertainty, they’ve worked

collaboratively more than ever before – both inside the company and with customers, and

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Vista Group International Ltd, Shed12 City Works Depot, 90 Wellesley Street West, Auckland 1010, NZ

they’ve continued to deliver exciting innovation across all our Group companies. I’m really proud

to be part of this Vista Group team.

In terms of our customers, we made the deliberate and public choice to work to support our

customers – even when they weren’t all in a position to pay us. We felt, and events have

borne this out, that our customers would respond to this once they came to re-open and their

businesses returned to relative normality. And as cinemas are beginning to open on a

widespread basis in our key geographies, we are seeing this to be the case. A poll conducted

by Box Office magazine in April saw Vista Group named as Vendor of the year for 2020 by the

exhibition community in the USA – a well-earned acknowledgement for our people.

In late 2019 we articulated a series of strategic themes we intended to pursue in 2020 and

beyond. Little did we know at that point that a pandemic might get in the way. Regardless we

persisted with the majority of our strategic themes – because they were the right things to do.

We continued to push ahead with simplifying our structure, moving to 100% ownership of

Maccs, Numero, and Cinema Intelligence. These changes enabled us to better focus those

teams and align their activities with our overall Group purpose. The resilient performance of

our distributor focused businesses in 2020 – Maccs and Numero primarily – underlined the

significance of these changes.

We also made some important decisions in another key strategic theme – to build our

recurring revenue. Our price books for Vista Cinema and Maccs now only offer subscription-

based pricing – no longer do we include the option of one-off license sales for new customers.

We are seeing some existing customers starting to sign up to subscription pricing – shifting

from their previous perpetual license agreements. This all builds our recurring revenue pool.

Another key project we pushed hard on in 2020 was the transformation of Vista Cinema to a

SaaS platform. When we initiated this project in 2019 we planned to have our initial SaaS

offering in the market in 2021. So I couldn’t be more pleased that we are going to meet that

deadline – we will have our SaaS offering in the market later this year.

One outcome of the organisational changes we made as part of our response to the pandemic

was to reduce duplication in our business – to which end our marketing and People teams

now have a Group wide mandate and operate to deliver service to all Group companies on a

consistent basis. We are only beginning to see the benefits of this approach.

I’d like to conclude my comments on 2020 by reviewing some of the financial metrics we

reported for the year.

I’m sure it’s clear to everyone that the financial outcomes for Vista Group in 2020 were a

reflection of the circumstances in which we found ourselves rather than any reflection of the

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Vista Group International Ltd, Shed12 City Works Depot, 90 Wellesley Street West, Auckland 1010, NZ

underlying strength of our business. In that context I’d like to note some key elements – firstly

that our recurring revenue of $66m (largely made up of SaaS revenue and maintenance

revenue) held up much better than our overall revenue – as astute observers would have

expected. Our reported EBITDA loss of $11.4m million included non-cash provisions of

$13.2m for revenue credit risk and expected credit loss, as we took a prudent view of the

range of possible outcomes for our customers.

With tremendous support from our shareholders, we raised $62.3m of new capital, which

combined with diligent cost management over the 2

nd

half of the year enabled us to finish with

a year-end cash balance of $67m. We managed our cash burn to a predictable level as we

worked to ensure we could sustain ourselves for an extended period of uncertainty. I’d also

like to acknowledge the strong support we received from our major banking partners.

2020 was a terrific overall team effort.

In preparing for this presentation, I sought an image which would illustrate the environment we

have experienced, on the principle that a picture is worth 1,000 words.

Percentage of Cinemas Open



Over 80% of our business comes from the cinema segment of the film industry. The chart

showing on the screen outlines the trajectory of cinema opening percentages in our key

geographies – USA and Europe. We do have customers in over 110 countries, but these

territories are those with the greatest concentration of large cinema circuits where Vista Group

is the key partner.

It is a remarkable picture – you can see the steep drop off in the 2

nd

quarter of 2020, with a

temporary bump of re-opening in September – and the more measured upward trajectory we

are now seeing.

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Vista Group International Ltd, Shed12 City Works Depot, 90 Wellesley Street West, Auckland 1010, NZ

I want to touch on some items of note which have occurred during the first 4 months of 2021.

The trajectory of cinema opening – still a critical indicator of the rebound of our business – is

heading inexorably in the right direction as you can see from the previous slide. As the year

began, we anticipated significant reopening would start to occur sometime from mid Q1 to

later in Q2, so we are in the range we expected which is terrific.

And as you’d expect the levels of customer activity – from cinema through distributor and

studio to consumer – are ratcheting up rapidly as well. We are monitoring thi s closely to

ensure we can deliver the levels of service our customers will require over the coming months.

Our cinema customers have been busy at work re-opening or planning to reopen, and they’ve

been leaning heavily on our service and development teams to support them. We’re very

pleased to see our engagement with Odeon growing with planning well under way for an

extension to take in Spain and Portugal, probably later in 2021. And on the sales front, we’re

seeing good uptake of subscription arrangements for new and existing customers, and the

Veezi footprint continues to add net new customers every week (despite some pandemic

enforced closures).

As I mentioned earlier, the Vista Cloud project proceeds at pace – still on track to have our

offering in the market in 2021 per our original schedule. Conversations are under way with

prospective pilot customers from amongst the managed customer base. It is my belief that we

will find strong demand from new customers once we have Vista Cloud in the market and we

begin active promotion. Winning new customers wasn’t a major part of our initial business

case – but I expect to see a considerable uptick in activity here in 2022.

As expected activity is picking up for Movio as well with a healthy level of renewals and

extensions for Movio Cinema customers. Live campaigns are under way for Madex in

Australia and trials for Madex are scheduled for the coming months in other territories. A

highlight for Movio Media is a 10 film slate contract signed with a major US studio for direct

email campaigns.

The Mica product – released by Maccs in Q3 2020 – continues to generate strong interest with

now a dozen live customers and a very healthy pipeline. Activity levels are increasing with

studios as release dates are finalised – with the showtimes site count for Powster growing

each month. This is an interesting lead indicator of theatrical release activity.

And I’d like to end this section of my comments by noting that our smallest Group company –

Flicks – is tracking ahead well ahead of 2020, but notably also ahead of 2019 – with the work

they have done to spread their wings to all content – theatrical and streaming – paying

dividends.

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Vista Group International Ltd, Shed12 City Works Depot, 90 Wellesley Street West, Auckland 1010, NZ

We see the outlook for 2021 and beyond as very positive – both for our industry and for Vista

Group.

Speaking to the industry firstly – we’re seeing cinema opening becoming widespread,

particularly in key territories such as the USA, UK, and Mexico. The film slate for the

remainder of 2021 and 2022 is very strong – some might even say it is too crowded. We

expect some content to move around as studios seek to find slots in the schedule that will give

them the best box office return.

And in terms of box office, we are seeing the theatrical window probably settling to around 45

days overall. Most pundits would reckon this change from the previous 90 days was expected.

We do expect some content to be shown day and date – on streaming platforms on the same

day as theatrical – but we look at this as representing a potential opportunity for us as a Group

as studios and distributors seek to enhance their understanding of their audience’s behaviour.

There are some cinema customers still exhibiting financial stress, and there remains the

possibility of ownership changes in some individual circumstances, but we’re seeing a general

trend to moving on in anticipation.

Overall the picture for the film industry is very positive – as theatrical, still the critical

component for most content – comes alive again.

In terms of Vista Group, the outlook is very positive as well. Our cinema customers are

opening and being very active again, and our engagement with studios and distributors

continues to expand. In fact, the experience through the pandemic has underlined for us the

potential opportunities in the film industry beyond cinema – this is an area we are working

hard to exploit.

In our 2020 results announcement in March we noted that we expected to see monthly cash

burn in 2021 continue at levels similar to the 2

nd

half of 2020 until we saw widespread cinema

reopening. I’m pleased to tell you that this is the case to date - with us tracking towards the

bottom end of our forecast $3m - $4m monthly cash burn range. We anticipate the effects of

cinema reopening will take a little while to flow into our overall cash collection efforts.

Our balance sheet remains strong and our cost management efforts remain disciplined.

If the trajectory of the industry – in particular cinema reopening – continues as currently we

anticipate being able to update the market around our guidance during our half year results

announcement in August.


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Vista Group International Ltd, Shed12 City Works Depot, 90 Wellesley Street West, Auckland 1010, NZ

ENDS

For further information please contact:

Kimbal Riley

Chief Executive Officer

Vista Group International Limited

Contact: kimbal.riley@vista.co



Matt Cawte

Chief Financial Officer

Vista Group International Limited

Contact: matt.cawte@vista.co

---

Vista Group
International

Limited

Annual Meeting of

Shareholders

2021

26 May 2021

Important notice
This presentation has been prepared by Vista Group International Limited (Vista Group).

Information in this presentation:

•is provided for general information purposes only, does not purport to be complete or

comprehensive, and is not an offer or invitation or subscription or purchase of, or solicitation of an

offer to buy or subscribe for, financial products in Vista Group or any of its related companies;

•does not constitute a recommendation or investment or any other type of advice, and may not be

relied upon in connection with any purchase or sale of financial products in Vista Group or any of

its related companies;

•should be read in conjunction with, and is subject to, Vista Group’s financial statements, market

releases and information available on Vista Group’s website (www.vistagroup.co.nz) and on

NZX'swebsite (www.nzx.com) and ASX's website (www2.asx.com.au) under ticker code VGL;

•may include projections or forward looking statements about Vista Group and its related

companies and the environments in which they operate. Such forward-looking statements are

based on significant assumptions and subjective judgements which are inherently subject to risks,

uncertainties and contingencies outside of Vista Group’s control. Although Vista Group’s

management may indicate and believe the assumptions underlying the forward looking statements

are reasonable, any assumptions could prove inaccurate or incorrect and, therefore, there can be

no assurance that the results contemplated in the forward looking statements will be realised.

Vista Group’s actual resultsor performance may differ materially from any such forward looking

statements; and

•may include statements relating tothepast performanceofVista Group

and/or its related companies, whichare not, andshould not be regarded as,

a reliable indicatoroffuture performance

While all reasonable care has been taken in compiling this presentation, Vista Group and its related

companies, and their respective directors, employees, agents and advisers accept no responsibility

for any errors or omissions. None of Vista Group or its related companies, or any of their respective

directors, employees, agents or advisers makes any representation or warranty, express or implied,

as to the accuracy or completeness of the information in this presentation or as to the existence,

substance or materiality of any information omitted from this presentation.

Unless otherwise stated, all information in this presentation is expressed at the date of this

presentation and all currency amounts are in NZ dollars.

Agenda
01

Introduction and Chair's AddressSusan Peterson

02

Group CEO’s AddressKimbal Riley

03

Resolutions

04

General Business

Chair's Address

A year like no other .....
This has enabled us to:

•Be strongly positioned as cinemas reopen and content flows

•Strengthen and grow our excellent customer relationships

•Step change our technology fundamentals. Vista Cloud

transition and Movio

•Enjoy excellent balance sheet strength to drive long-term

growth

•Find new ways to recogniseand reward our team –employee

share scheme

A warm thank you to our Vista Group team for their incredible

resilience throughout the year:

•Continuously finding new ways to support our customers

across the globe

•Completing an early and successful capital raise to provide

balance sheet confidence

•Progressing a simplification agenda to reduce complexity and

sharpen our strategic focus

•Accelerating our transition to the Cloud

•Supporting each other as we endured various forms of lengthy

and challenging lockdowns in our respective corners of the

world

Impressive teamwork

5

Governance
Board’s priorities 2021/22

•Innovation at our heart –Vista Cloud

•Continued operational discipline –near term focus on cash,

ARR recovery, and expansion of SaaS

•Growing into attractive ‘white spaces’ across the world of

movies to support more customers

•Greater transparency in our reporting (financial,

ESG/TCFD,and remuneration)

•Creating a workplace that is envied by others –there is a

rapidly accelerating war for tech talent across the globe. The

development and support that we provide to our world class

team is our priority

Move to independence

•A warm thank you to Brian Cadzow for his extraordinary

contribution to Vista Group

•Note of thanks to Kirk Senior for his outstanding service as

Chair, and welcome to his role as Non-Executive Director

•Excited to welcome Claudia Batten as an Independent Director

•Increase to Non-Executive Director’s Fee pool to facilitate the

transition to independent governance

Stepping into the future

6

Group CEO's Address

What was 2020 like?
Operational

•We focused and we delivered

•We looked after our people

•We looked after our customers

•We looked after our company

•We continued to execute on our core strategic themes

•We simplified our structure

•We continued to build our recurring revenue (with the Vista

Cloud project at the forefront)

•We reduced duplication in our businesses –with HR and

marketing becoming Group functions

Tough but the team was awesome –inspiring

8

Financial

•Raised $62.3m in new capital, strong support

from major banking partners

•Excellent cash management, year-end cash $67m

•Conservative revenue recognition and provisioning of aged debt

•We continued to invest –with confidence for the future

Percentage of Cinemas Open
9

What's been happening –2021 to date
Movio

•Madex trials scheduled in key geographies –live campaigns in

Australia

•Strong levels of renewals and extensions by MovioCinema

customers

Numeroand Maccs

•Good levels of activity in our distribution focused businesses

Flicks andPowster

•Flicks monthly user counts are ahead of 2019 comparatives and

well ahead of 2020

•Powstershowtimes site count growing each month

10

Vista Cinema

•We have new and existing customers signing up for subscription

(pre-cursor to Vista Cloud)

•We have engagement under way for Odeon Spain and Portugal

•Veezihas continued to add new independent cinema customers

every week

•Competitive wins in EMEA and LATAM are implementing

Vista Cloud

•We are on track for release in 2021

•There is an intensive period of engineering over coming months

•Pilot customer conversations are under way (likely to be current

managed customers)

Outlook
Vista Group

•Balance sheet strong –cash burn and revenue tracking in line

with expectations (similar to H2 2020)

•Vista Cloud showing excellent velocity –remains on track for

launch in 2021

•Strong product innovation continues across all Group

companies

•We are reviewing investment cases for moving into white

spaces in the film industry segments

•No update on guidance at this point

Industry

•Cinemas are open in key territories –USA, UK, Mexico

•We see activity levels across the film industry increasing

markedly –cinemas and distributors

•Customer stress levels mixed –some still in difficulty, but most

moving on from restructuring

•The Industry as a whole is adjusting to hybrid consumption

models (theatrical / online)

•The Theatrical window likely shortening to around 45 days –

little if any impact on exhibition

11

Resolutions

Resolutions
Resolution 1–That the Board is authorized 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 $725,00 (plus GST as appropriate).

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

Resolutions
Resolution 1 –That the Board is authorized to fix the fees and expenses of PricewaterhouseCoopers as auditor

for the ensuing year.

Resolutions
Resolution 1 –That the Board is authorized to fix the fees and expenses of PricewaterhouseCoopers as auditor

for the ensuing year.

Confirmation of proxies:

Proxies and Postal Votes received:

For92,280,336(99.21%)

Proxy discretion734,615(0.79%)

Against492(0.00%)

Abstain53,328

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

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

Confirmation of proxies:

Proxies and Postal Votes received:

For85,730,978(92.12%)

Proxy discretion736,595(0.79%)

Against6,601,198(7.09%)

Abstain0

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

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

Confirmation of proxies:

Proxies and Postal Votes received:

For92,300,803(99.17%)

Proxy discretion736,595(0.79%)

Against31,373(0.03%)

Abstain0

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

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

Confirmation of proxies:

Proxies and Postal Votes received:

For92,302,871(99.18%)

Proxy discretion736,595(0.79%)

Against29,305(0.03%)

Abstain0

Resolutions
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).

Resolutions
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).

Confirmation of proxies:

Proxies and Postal Votes received:

For77,026,010(84.22%)

Proxy discretion711,235(0.78%)

Against13,721,692(15.00%)

Abstain54,748

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

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

Confirmation of proxies:

Proxies and Postal Votes received:

For92,177,815(99.12%)

Proxy discretion736,975(0.79%)

Against82,312(0.09%)

Abstain71,669

Questions

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