Vista delivers big screen result

Annual Report
2021
Vista Group
International
Limited

This report is dated 28 February 2022 and signed
on behalf of Vista Group International Limited
by Susan Peterson and Murray Holdaway.
Mur
ray Holdaway
Director
Susan Peterson
Chair
Enhancing
the moviegoer
experience
Our purpose
Contents
02 Letter from the Chair and CEO
07 Key strategies for 2022
08 Group overview
10 Customer focused innovation
26 Our climate, people and community
34 Group trading overview
42 Corporate governance
80 Financial statements
129 Independent auditor’s report
134 Directory

Dear Shareholder,
Cinemas are open, blockbuster movies are being
released and moviegoers are back enjoying the
cinema experience. A year which began with
some uncertainty has concluded with box office
records tumbling around the world.
In parallel, we are seeing a step change in the way that business is
conducted globally as digitisation accelerates across all industries and
more businesses adopt cloud technologies. Positioned at the intersection
of technology and the moviegoing experience, Vista Group is ideally
placed to support our customers as they tackle these challenges and
realise the benefits of doing business using our platform.
Against this backdrop, our business has performed strongly and
we are delighted to have delivered a resilient set of financial results.
We have delivered on each of the metrics we targeted at the half year.
We delivered revenue at the top end of the range representing a 12%
increase on 2020. We have also delivered 24% growth in recurring
revenue and met our commitment to be cashflow positive in the
second half of the year.
Our careful financial discipline has also meant that we have been able
to advance our Vista Cloud transition and look after our people in an
increasingly competitive global labour market for technology talent.
Letter from the Chair and CEO • 32

Our team
We have prioritised doing what we can
to best support our people and create an
inclusive, fair and flexible work environment
that enables all of our people to realise
their potential.
This past year, we have actively explored
different ‘ways of working’ and focussed
heavily on what we can do to support the
wellbeing of our people — in particular as
they have largely been working from home.
We implemented a trial ‘R&R Fridays’ where
we are encouraging our global workforce to
use their Friday afternoons to step away from
work and refresh. Early indications are that
R&R Fridays has been a terrific success with
a fully engaged team and with productivity
remaining unaffected.
Other initiatives include implementing a
employee share scheme for all non-executive
employees in New Zealand, USA, and the
UK, and launching a refreshed leadership
development program across the business
— with personalised plans structured to
challenge and excite our people to grow
their leadership skills and experience.
In a very competitive market for talent, it is
encouraging to see our eNPS scores continue
to climb, and our employee turnover rate
remaining comparatively low.
Another continued area of focus is diversity
and inclusion. At Vista Group, diversity means
acknowledging, appreciating and celebrating
all of the many ways that we are different
in all of its forms, both visible and not. It
includes differences that relate to gender,
age, culture, ethnicity, race, disability, family
status, language, religion, sexual orientation,
gender identify, as well as differences in
background, skills, work styles, perspective
and experiences.
Vista Group is a proud member of the
New Zealand Champions of Change group,
and we have signed up to 40:40:20 as a
target to focus our efforts in increasing the
representation of women across the Group.
Our customers
Our customers remain at the centre of
everything that we do. Though cinema circuits
globally continue to work within restricted
or controlled conditions, the increased
supply of blockbuster movies has meant that
more cinemas have been open and are now
enjoying improved financial performance.
These improvements flow on to benefit
our studio and distributor customers too.
In the early months of the pandemic, the
future relevance of the cinema experience
was questioned as people took to streaming
while in lockdown. This enabled other movie
distribution models to be tested. The results
are clear and the cinema experience has been
reaffirmed as a cornerstone of the economic
model of blockbusters. The major studios have
now all committed to an exclusive theatrical
window, averaging 45 days, for the vast
majority (in some cases all) of their premium
content in 2022.
There is no better illustration than the success
of Spider-Man: No Way Home, which was
released globally in December 2021. Even
with operating restrictions still in place in
many countries, Spider-Man: No Way Home
has become the 6th biggest movie of all
time globally, the third biggest in the North
American domestic market (displacing Avatar)
and the #1 superhero movie in 19 countries.
Innovation and growth
Across the Group we’ve continued to progress
our innovation agenda. An exciting milestone
was the first iteration of Vista Cloud becoming
production ready in early December, and
the continued innovation of Movio Madex
and the new Movio Cinema EQ (which will
release later in 2022).
Numero and Maccs have continued to
deliver, with Numero now reporting from
35 territories in total, and the cloud-based
Mica (from Maccs) increasing customer
numbers from 6 in 2020 to 17 at the end
of 2021. It was also very pleasing to see
the Flicks team launch into the UK as their
success in Australasia created momentum
with moviegoers and advertisers.
We look forward to a
tremendously exciting 2022
as we build out our Digital and
Cloud offerings, help more
customers to be successful and
capitalise on new opportunities.
After the reporting date, we announced the
acquisition of the Retriever cinema software
business in the USA. This acquisition,
though small in total revenue, increases
the strength of Vista Cinema’s footprint in
USA market and will speed the adoption of
our SaaS solutions, with a commitment from
the largest Retriever customer to transition
to Vista Cloud during 2022.
A further highlight for us has been the
recently announced expansion of the Odeon
Cinemas Group relationship into Spain and
Portugal which will include the full range of
our platform offerings — Vista Cinema, Movio,
Vista Digital, movieXchange, and Numero.
Vista Group’s environmental
and social impact
We remain focused on lessening our
impact on the environment for current
and future generations.
We are working with two specialist climate
agencies to ensure we provide the right
information to our stakeholders and the wider
community as TCFD Reporting comes into
force — but further, that we make meaningful
and sustained efforts to reduce our carbon
footprint over time.
We intend to report on our response to climate
change, in alignment with the standards of
the Task Force on Climate-related Financial
Disclosures. More information about our
social and environmental impact program
is on page 28.
Letter from the Chair and CEO • 54

Vista Group’s
key strategies
01
Support our customers
to rebuild their business
03
Create and invest in
new opportunities
02
Expand our core platform that
delivers value to our customers
and connects moviegoers
We also launched a Volunteer Day scheme
so that our people can work on community
initiatives and be able to “give back” to the
community. We look forward to the results of
that work over the coming years.
Board changes
We would like to take this opportunity
to warmly thank James Ogden for his
wonderful contibution to the success of
Vista Group. James joined the Board shortly
before Vista Group’s successful IPO in 2014
and, as he indicated previously, he won’t be
standing for re-election at this year’s ASM.
James has made an extremely valuable
contribution and we are very grateful for
his guidance and wisdom. We wish James
all the very best for the future.
James Miller, who joined us as an
Independent Director in August 2021, will
assume the role of Chair of the Audit and
Risk Committee at the conclusion of the ASM.
Kimbal Riley
CEO
Susan Peterson
Chair
The future
Looking ahead, we are optimistic as
digitisation and adoption of cloud technology
accelerates across the world. Vista Group
is well placed to take advantage of these
global trends through Vista Cloud and the
digital toolbox that our Vista Cinema and
Movio businesses provide to help cinemas
globally find operating efficiencies, expand
their customer reach and enhance their
moviegoer relationships.
We look forward to a tremendously exciting
2022 as we build out our Digital and Cloud
offering, help more customers to be successful
and capitalise on new opportunities.
Thank you for the trust that you place in
Vista Group and we hope that, wherever
you are, you and your loved ones remain
safe and well.
Kind regards,
Key strategies for 2022 • 76

P
R
O
D
U
C
T
I
O
N
D
I
S
T
R
I
B
U
T
I
O
N
E
X
H
I
B
I
T
I
O
N
M
O
V
I
E
G
O
E
R
Group overview
Our mission at Vista Group is to ‘enhance the moviegoer
experience’. We know if we keep this experience at
the centre of what we do, we will deliver value to our
customer’s customer — the moviegoer.
Vista Group’s platform serves the full value chain of the film industry,
from production and distribution to cinema exhibition and the moviegoer.
The graphic on the opposite page 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
cinemas for 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 very
significant. This provides many additional opportunities for our 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 the Group’s
investment in movieXchange, Movio Media, and additional modules within
the Vista Cinema product set.
We anticipate the global cinema market will continue to expand over time
with the number of cinema screens increasing and box office revenue
rebounding. Our platform enables our customers to respond well to key
industry trends of premiumisation, and data-driven decisions and marketing.
Vista Group’s businesses
P
o
w
s
t
e
r
N
u
m
e
r
o

+

M
a
c
c
s
M
o
v
i
o
V
e
e
z
i
V
i
s
t
a

C
i
n
e
m
a
F
l
i
c
k
s
Group overview • 98

Customer focused
innovation
We were delighted to see our cinema
customers globally welcome moviegoers
back in the second half of 2021.
With a great love for cinema and film,
our customers are at the heart of our
innovation. We continue to evolve
our products and bring new features
and services to market. This digital
transformation provides our customers
with the most advanced technology
and continues to position our platform
as market leading within the film and
cinema industry.
We share some highlights from across
the Group, showcasing the variety of
innovation and technology delivered
throughout the year.
Customer focused innovation • 1110

From our customers
Vista Cinema + Studio Movie Grill
Our fantastic customer, Studio Movie
Grill (SMG), creates premium moviegoing
experiences for their moviegoers. They
leverage advanced technologies like laser
projection, and the sound systems to take
guests on a big-screen adventure in their
212 screens across seven states.
In the wake of the pandemic, moviegoers
required a variety of ordering options for
their comfort. Vista Cinema enables SMG to
present their guests with the perfect balance
of hospitality and self-service. Guests can
order in advance on the robust Vista Mobile
App or at the cinema with the user-friendly
Vista Kiosk. For guests who enjoy a more
personal touch, they can order from waitstaff
once seated in the auditorium. The waitstaff
enters orders in Vista Serve, an easy-to-use
handheld device which is purpose built for
dine-in cinema. Serve features cinema seat
maps, automatic upselling, food coursing,
and the ability to beam orders straight to
the kitchen. It streamlines the process which
not only allows guests to indulge quicker,
but also provides more opportunities to
increase spend.
The purpose of Vista Cinema is to empower a world of
cinema. While the pandemic has been felt in all 100+
countries running our technology, the challenges have
varied from market to market. The demand for touch-free
service and payments has been consistent across markets,
while other challenges such as labor shortages, which force
exhibitors to operate with fewer employees, are occurring
on a market-to-market basis. We recognise the importance
of our role in supporting exhibitors through their recovery
and have been hard at work to innovate around these
new challenges. Our innovation falls under two areas,
Vista Digital and Vista Cloud.
Vista Digital gives moviegoers a seamless and personalised experience
across a cinema exhibitor’s digital channels, including website, kiosk,
and mobile applications. Vista Digital includes three offerings — Digital
Platform, Lumos and Omnia

— tailor
ed to the different sizes and
requirements of its various exhibitor customers. These offerings are
differentiated largely by the level of configurability and degree of
engagement with Vista Cinema’s in-house digital agency. Vista Digital
delivers significant benefits to Vista Cinema’s exhibitor customers,
including a true omnichannel experience — across their entire digital
real estate
— and cloud-based scaling that ensures all digital channels
remain available during peak demand for movie tickets.
Vista Cloud is our comprehensive, reliable, and secure cinema
management solution. Vista Cloud removes the need for exhibitors to
maintain on-premises, server-based software, and delivers an always-
on, always updated, secure cloud-based solution. Vista Cloud allows
cinemas to step away from the hygiene of running Cinema Technology
and focus entirely on the moviegoer experience. More on Vista Cloud
in the following pages.
Vista Cinema
We use a wide array of Vista’s
technology across our business,
and Vista stepped up to the plate
in a big way for us throughout the
pandemic. From our guest facing
channels, to our point of sale
system, to our cloud hosting, we
were able to rely on Vista heavily
over the past year. They are the
ultimate technology partner and
enable us to continue improving
the moviegoing experience for
our guests.
Looking ahead, SMG is dedicated to
optimizing their digital channels and
operations to the highest quality. Their
investment in the moviegoing experience
and trail blazing spirit has led to their
reputation as market leaders. They truly
embody their mantra of “opening hearts
and minds one story at a time.”
Customer focused innovation • 1312

The Vista Cloud journey
Vista Cloud is live and running in the
market! All capabilities have feature
parity with our existing on-premise
products and we’re pleased to confirm
our first customer is benefiting from
the new platform.
Vista Digital continues to deliver benefits to
our customers, a service we’re now enhancing
with the launch of Vista’s latest Digital SaaS
offerings: Vista Digital Platform, Lumos Web,
App, and Kiosk.

The f
ocus for 2022 is to deliver further
benefits for Vista Cloud customers and a
platform that can scale optimally to support
many more customers.
Digital Channels
• SaaS Web sales platform live with rapid
scalability (Vista Digital Platform)
•

MVP
s of SaaS Kiosk and Mobile Apps complete

• First customers live with SaaS web ticketing
Vista Cloud
• SaaS platform live
–All servers out of cinema and in the cloud

–U
pgrades pushed automatically


–Abilit
y to scale up and down based on demand


–Monitoring and management tools to ensure
world class service

–Secure service
• First customer onboarded and live
on new platform
•
Vista C
loud SaaS offering in market

• Engagements with the next tranche of
customers to onboard well underway
•
Ov
erall on track and within budget
What we said we’d do in 2021
• Customer benefits
–Servers out of cinema
–Head Office servers in cloud
–A
utomated upgrades
• Cloud engineering
–Licensing platform
–R
apid scalability for core services
–Localisation support for fiscal
compliance, custom integrations, etc.
–Monitoring and management
improvements
–C
ost efficiency improvements
Digital Channels
• New SaaS Kiosk and Mobile App products
in market and live with customers
•

Onboar
ding more customers to the
new SaaS Web Ticketing product

•

Migrating Vista c
ustomers over to
Vista Digital Platform

Vista Cloud
• Onboarding more Vista customers to
Vista Cloud
•

Highlight par
ticular areas of investment

–Platform extensibility

–R
egional Integrations to broaden customer appeal

–Data analytics

–B
roadened offline support

–Expanded automated testing
–Expanded automation in the deployment pipeline
What we’ve achieved to dateWhere we are nowWhat’s coming in 2022
Customer focused innovation • 1514

Vista Digital • Lumos
Vista Cloud
What has been the most exciting thing
relating to the shift to Cloud?
Being able to deliver innovations more quickly to
customers. With customers on the same platform,
we can be much more dynamic with how we design
software. Not only are we able to work closely with
customers and use real-time data to make decisions,
but we also can scale out new solutions with continual
improvements at every step. Customers will get proven
solutions much quicker. No more upgrade windows.
What has been a customer highlight?
Whenever we undertake a big piece of work we
always engage our customers to get their input,
and Vista Cloud was no different. We talked with
a lot of customers to understand how they’ve had
t
o navigate recent obstacles and gain insights into
the future of the cinema industry. Keeping an open
dialogue allows us to innovate together.
How has this enabled/grown your skills
and capabilities?
You can’t have diamonds without a bit of pressure.
Everyone working on Vista Cloud has embraced
a new approach to our software. The creation of
Vista Cloud meant we had to rethink and redefine
our values, processes, and drivers with the internal
c
ulture to adapt to meet the outcome. Through
our collective growth, we’ve been able to unify
the company and build a foundation that moves us
t
owards our vision of ‘empowering a world of cinema’.
Vista Cloud looks quite different. For the first time
in Vista, we’ve aligned how we design our solutions
and how we present them. Vista Cloud is a cumulative
effor
t by many groups within Vista. From high impact
things like a newly developed brand, behind the

scenes architectural improvements like single sign-on,
do
wn to small details like each word being carefully
curated. The result is a modern, unified experience

that showcases the care and attention Vista puts into
it
s platforms.
Where do you see the future of the cloud
experience going?
Bringing all capabilities together is going to unlock
new workflows that weren’t possible before. No more
hunting through different products to get reports

from various places, you’ll be able to access them
all from Vista Cloud. Vista Cloud removes the hassle of
a distributed product system and brings management
and operations int
o one experience. Data and
visualising data, so that users can make informed
decisions, is going to define the Vista Cloud experience.
Tristan Phipps
& Tiga Seagar
Head of Design + Product Design Director
From our team
Customer focused innovation • 1716

John Burrows
Technical Product Director
Chris South
VP Engineering
What excites you most about the
move to Cloud?
There are a huge number of benefits but the most
critical for me is that our customers get the latest
version of our software, updated very regularly,
meaning that they benefit from improvements and

new features without delay. Vista’s software has
always been the most powerful in the industry but
c
ustomer uptake has lagged behind our releases due
to customers seeing the upgrade process as being quite
a big inv
estment. Cloud removes that problem and
means that our customers will benefit continuously.
The flip side of this is that our engineers see the

result of their work almost immediately — this is
hugely satisfying and enables a faster feedback
loop resulting in more targeted improvements.
Ov
erall, it’s simply better for everyone.
What has been a customer highlight?
We have seen hugely impressive strides forward in our
quality assurance processes getting ready for the first
customer going live in early 2022. For example, we’ve
implemented more than 100 critical improvements that
resulted from automated and manual QA processes —
the quality of what we put out into Cloud will be great,
and that’s a success story for every customer.
What does this mean for our people in terms
of growth (OR what opportunities does this
provide to our employees)?
I’ve mentioned the feedback loop benefit above but
the other really huge opportunity is that we can use any
t
echnologies we like in our cloud deployments, so our
engineers have the chance to learn and use the latest
tech stacks which is hugely exciting. We’ve long been
an on-premise product company and that brings with
it a responsibility to move steadily forward and retain
backwards compatibility for years in some cases. With
Cloud, we can use best-in-class practices and toolsets,
allowing our engineers to enjoy the latest technology!
What have you done differently or started to
do to set the teams up for success to deliver
Cloud for our first customers?
In the past we’ve always been aware that the software
we build will likely not be adopted very quickly,
due to the upgrade time barriers mentioned above.
Also our customers’ IT teams would run and look after
the s
oftware on-premise. So we’ve been distant from
the impacts of our work in terms of both time and
involvement. This has been utterly changed with Cloud
— we are now fully in the mindset that everything we
build will be used by customers almost immediately,
and that we have to monitor, upgrade, fix, and optimise
it on an ongoing basis. It’s a complete alteration to our
business and impacts not only engineering, but the
service teams, account management, finance, legal,
marketing, everyone.
It’s the single biggest change to the business that

I believe Vista has ever gone through; it’s challenging,
ex
citing, and completely the right move for Vista.
What is your current role? How does that
relate to our new Cloud environment?
I am a Product Director and I’m responsible for our
Digital (alongside Will Riley) and F&B offerings. This
essentially means that I make sure our software is
tailored to our markets’ needs. I do this by working
with customers to identify what they need and then
collaborate with our design and engineering teams

to make it happen.
Tell us a bit more about your career journey
with Vista
I started as a summer intern in 2014 and officially joined
a year later as a graduate. I was the first Business
Analyst intern that Vista employed. The dine-in cinema
market was exploding and I quickly became a subject
matter expert in this space. I later moved into the role
of Product Director.
The highlight of my career to date has been building
our Serve product. Together with an amazing team we
took Serve from non-existence, identified the problem/
need, tested with end users, right through to launching
and marketing of that product which has gone on to be
a much-loved Vista product.
I recently relocated from Auckland to Los Angeles and
am continuing working at Vista Group as a Product
Director. From LA I’m able to work much more closely
with our largest market and stay on the pulse of what
our customers need.
What excites you most about the move
to Cloud?
Through talking to customers before Cloud, we noted
they spend so much of their time doing IT heavy admin
but were bursting with knowledge and ideas of how to
grow their business but didn’t have the time to execute.
Vista Cloud gives them back time to focus on the things
that’s important to them, delivering the best cinema
experience to their guests. They could now expand
their business offering and even add on modules from
Vista as their trusted provider.
Post pandemic, our customers are ready and expecting
digital channels that are poised for this even more

self-service world.
K
nowing that the move to Cloud is the right thing for
our customers is comforting, plus there’s the bonus that
our software is not only powerful, but stunning. I’m so
proud of what we’ve created and how it’s pushing the
boundaries of what cinema software can be. I genuinely
believe we are moving our market forward with Cloud
and Digital... and we’ve got plenty more to go.
What would moving to Cloud mean for
our employees?
It provides us with an opportunity to do more exciting
and challenging work. It will require a change in mindset
moving to a real-time model but it’s an energising and
important change. We deliver several SaaS products
already and it’ll soon be everything we do. It provides
employees with more ownership of their work and
allows us to create software with a more agile culture
— to test, improve, and deliver to meet our customers’
ever-changing needs.
From our team
Customer focused innovation • 1918

Movio supports exhibitors, distributors, and studios to
connect all moviegoers to their ideal movie so that everyone
experiences the magic of cinema — and recent hardships
reinforce the importance of a little cinematic magic in all
our lives! Our customers told us that how they achieve this
magic, must evolve. This guidance has focused Movio’s
efforts during 2021, readying us for the years ahead.
We are now testing an entire re-imagining of our foundation product
for exhibitors. On track to release in the first half of 2022, our next-
generation Movio Cinema EQ allows users to access AI-driven insights
to inspire moviegoer engagement, embrace the platform’s full potential
via its intuitive simplicity, and to complete their tasks faster than
ever before.
Our suite of distributors and studio-oriented audiences, campaign
and research solutions are growing to meet these challenges.
Madex, our moviegoer data exchange, is central to this, conceived
to fulfill exhibitors’ and studios’ desire for innovative, data-driven
ways to collaborate for the benefit of our industry. Though still
in its early days, Madex is already becoming a vital companion
to our longstanding Media and Research solutions.
With the acceleration of digitisation across the film industry,
Movio is entering a new phase. Just as we have done since
our inception, our motivation remains helping our customers to
be more successful and to bring more moviegoers to the movies.
Movio
Jardine Chapman
Graduate Software Engineer
What is it like working at Movio?
Working at Movio is an incredible experience where
I have been exposed to many areas of the wider
Vista Group. As a graduate engineer I have rotated
thr
ough three different teams throughout the year where
I have started from scratch in learning the technology
and developed into a fully contributing team member.
Each transition has been seamless, as I am constantly
surrounded by brilliant and driven people who
challenge me professionally to become better each day.
Vista Group has a truly positive culture that offers
mutual support, promotes trust, rewards employees’
efforts, and ensures that employees know their work
is meaningful. I have great leaders and mentors who
inspire me every day to be passionate and to love

my job.
The w
ork we do is complex and never-ending, but
every meeting, even the tough ones, is always dotted
with a personal connection. I always want to see what's
around the next corner and having the freedom to apply
my learning to the work I do every day has been one of
the best parts of working for Vista Group.
Imagine waking up every day looking forward to getting
back to work with the rest of your colleagues that you
enjoy being around. That is how I feel about working

for Vista Group.
What has been the highlight of your time
at Movio so far?
The team culture at Movio is second to none, every
positive moment and highlight from this year stems
from the people. Each day I am encouraged to learn,

to try something new, and engage socially.
In par
ticular, the mentoring and encouragement to
be part of not only my team but of something larger.
The c
ulture Vista Group has acts as a catalyst to
innovate, try new things, and not to be afraid of
failures. I appreciate how open we are about what

we learn, and how we try to push our knowledge
out beyond the team.
What do you think the future is for the
cinema industry?
The future for the cinema industry is exciting and
constantly evolving. One thing is for certain though,
Vista Group is a vital constant in the progression for

the cinema industry which I am looking forward to
being a par
t of.
From our team
Customer focused innovation • 2120

Maccs provides market leading software solutions
that manage the distribution of movies to cinemas.
Maccs has released Mica, a cloud-based SaaS
film distribution solution. Mica’s fast, user-friendly
interface can be seamlessly accessed via smartphones,
tablets and browsers and can be tailored to provide
each distributor with a unique user experience.
Mica uses a centralised worldwide database of cinemas which is
available to all users. Updates are community driven (moderated
by Maccs) providing up-to-date cinema site information on a global
scale. With full multi-currency and multi-territory support, users from
all over the world can book releases in any territory, allowing for the
possibility of releasing a film globally from one application.
Mica supports integrations with multiple film industry systems
including a seamless integration with suppliers of content and security
keys for digital cinema content, to enable users to see the exact status
of the delivery of their films to cinema sites in real-time. Box office
results are imported automatically from Numero and MaccsBox.
Mica has integrations to a range of accounting systems including Exact,
Visma and Xero. The software and these integrations provide the
film distributor with full control of the distribution life cycle of a film;
from film management through to booking, invoicing, reporting and
financial measurement.
Additional features include a visual planning tool with Google Maps
integration and real-time social media statistics as well as extensive
analytics tooling where users can create their own overviews and charts.
The latest development of Mica is a self-service login for exhibitors.
There, exhibitors can request bookings, view existing bookings and
invoices, confirm holdovers, enter box office results, and update
venue information. The result is a disruptive shift in the market, where
exhibitors will ‘pull’ bookings instead of distributors ‘pushing’ bookings.
Maccs
Flicks connects people with great content. Now more
than ever, the entertainment offering across cinema
and streaming is stacked with amazing things to watch.
Flicks removes the consumer pain point in managing what
would otherwise be an overwhelming amount of choice.
Flicks distils this diverse content landscape. It is a trusted
destination to discover your next favourite movie or show,
be it in cinemas or at home.
Flicks’ focus is squarely on the consumer. The Flicks team is
busy building:
•
a f
aster, native experience with iOS and Android apps
(launching in early 2022)
• features to better recommend movies
•
t
ools to help people track what is coming and notify them when
it is out
•

mor
e content and data points to assist consumer decision-making
Alongside user growth, the aim is to see deeper user engagement
with our customers.
Despite cinema closures across New Zealand and Australia throughout
the year impacting Flicks’ traditional advertiser base, revenue is up 22%.
This has been driven largely by our partners in streaming, such as
Neon/SKY New Zealand, Prime Video, Apple TV+, Disney+, and
Binge Australia.
In Q4, Flicks successfully launched in the UK and users are growing
steadily. The Flicks platform now brings together showtimes from more
than 1,400 cinemas, and streaming links from more than 30 platforms,
across three domains – flicks.co.nz, flicks.com.au, and flicks.co.uk.
Flicks
Customer focused innovation • 2322

Powster has continued to innovate within the augmented reality
space, with technology allowing entertainment marketing teams
to engage their audiences without a native app barrier. Utilising
three AR technology areas; WebAR, Native AR viewers such as
quicklook, and AR tools for live streaming.
Augmented reality innovations
Powster
WebAR
Candyman AR
Powster’s activation utilises first-to-market
technology to give visitors to the Candyman
film’s website an up-close-and-personal look
at Candyman himself. Upon visiting the mobile
homepage for idareyou.candymanmovie.com,
visitors can activate the immersive experience
by saying “Candyman” five times into a virtual
mirror, just like the characters in the film do to
summon Candyman. Available on your phone
or desktop, the experience takes over the
mobile camera and microphone and, as you
say his name, bees from the film swarm your
face before Candyman is revealed and the
exclusive final trailer for the film is unlocked.
Powster utilised Google Speech-to-Text
software and integrated it with technology
partner 8th Wall’s platform to make AR
possible on a web browser, creating a one-
of-a-kind experience. The voice-recognition
software will recognise only the word
“Candyman” in up to 120 dialects and six
languages. 8th Wall’s Face Effects works in
the browser, on smartphones, and desktop
computers with a webcam. The experience
also made use of 8th Wall’s in-browser media
recorder allowing users to capture the scary
moment and download a video to be shared.
Native AR Viewer
Liam Payne Sunshine
Liam Payne continues to push boundaries
on innovation in music with his newest
partnership with Powster and Universal Music
Group. His new release ‘Sunshine’ featured
in Disney’s ‘Ron’s Gone Wrong’ will be the
world’s first lyric video using native quicklook
AR. Audiences everywhere can experience the
song in a new way by being immersed in the
lyrics as the words from ‘Sunshine’ shine all
around them.
AR Live Streaming
Twitch Fairfax
Powster has created the tools to allow Twitch
streamers to augment their live streams with
Twitch chat-controlled graphics. With minimal
set up for the streamer entertainment brands
can partner with Powster to allow chat to vote
on virtual augmented reality outfits for the
Twitch streamer. This innovation allows for
entertainment brands to tap into live gaming
broadcast audiences.
With entertainment marketing teams planning
their future plans for Metaverse engagement
Powster has industry leading technologies to
provide immediately available opportunities in
the space.
Customer examples
Customer focused innovation • 2524

Our climate, people
and community
As the world continues to face big
challenges, we recognise that we have
our part to play in making a difference
to the world we connect with. We call
that nga mea pai me nga tangata pai —
doing good things with good people.
This goes beyond integrating ESG into
our governance and full TCFD reporting
in FY22 — we’re doing that. This is about
who we are.
Our climate, people and community • 2726

Our climateRisk and opportunities
One of the most critical issues facing our planet is the
continued impact of climate change and the pressing
need for action. We have a very light “climate impact”
due to the nature of our businesses, however we are
determined to reduce our carbon footprint over time.
To that end, we have engaged two NZ specialists
to assist our internal team — Toitū Envirocare and
Te Whakahaere — to help guide us on our climate journey.
Carbon Footprint
In conjunction with Toitū Envirocare, we have kicked off a carbon
footprint assessment. Our initial work shows that we produce relatively
small amounts of carbon, but we are undertaking a full assessment and
audit in 2022. We will be reporting our footprint annually, and more
importantly, what our carbon reduction target is and the steps we are
taking to meet that target.
TCFD Reporting
We are laying the groundwork now to prepare for mandatory TCFD
Reporting in 2023. One of the foundations is to ensure that our existing
risk management framework and policy appropriately reflects applicable
climate related risks and we have engaged an external specialist to assist
us with this. Te Whakahaere will assist us with climate modelling and our
climate strategy. This work will continue into 2022

— and will expand o
ur
assessment of our key climate risks and opportunities as set out in the
tables on the right.
Key Risks
RESTRICTED
ACCESS TO
CAPITAL
REGULATORY
RISK /
INTERVENTION
MARKET CAP IMPACTS
- SHAREHOLDER
MIGRATION
LOSS OF
CUSTOMER
SITES
ATTRACTING
AND RETAINING
TALENT
RISK TYPE
TransitionalTransitional TransitionalPhysicalTransitional
LIKELIHOOD
If no action,
very likely
If no action,
likely
If no action,
very likely
P
robable
If no action,
likely
TIMEFRAME
Short term
Short to
medium term
Short term
Short to
long term
S
hort term
SCALE
High
Medium
to high
High
Lo
w to
medium
Medium
Key Opportunities
ACQUISITION OF
NEW CUSTOMERS
SHAREHOLDER GROWTH /
MARKET CAP
LOWER
FINANCING COSTS
ATTRACTING AND
RETAINING TALENT
OPPORTUNITY
TYPE
TransitionalTransitional TransitionalTransitional
LIKELIHOOD
PossibleLikely
Already
occurred (ASB)
Lik
ely
TIMEFRAME
Short to
medium term
Sh
ort to
medium term
Short termShort term
SCALE
HighHighLowMedium
Our climate, people and community • 2928

Our people
It has been a year of huge progress towards our strategic
goals, despite many of us experiencing the challenges and
uncertainties of lockdowns across the regions.
Our people are our most important asset. Our ongoing focus to do
everything we can to support them, ensuring their safety and wellbeing,
has remained a high priority. Without our people, we could not have
achieved what we have achieved this year.
The competition for talent, particularly in the technology sector,
has continued to increase, including as a result of travel restrictions
and the trend towards rapid digitalisation in response to the pandemic.
We have continued to focus on our employee proposition and on
the engagement and retention of our team. The continuation of
the Vista Group Recognition Scheme, our employee share scheme,
and introduction of R&R Fridays are examples of our commitment
to reward and motivate our team.
We are continuing to make progress towards our Diversity and Inclusion
objectives, with improvement in the representation of women at senior
levels. The Board now has two female members, with Susan Peterson
undertaking her role as Chair from 1 January 2021 and Claudia Batten’s
appointment as an Independent Non-Executive Director from 1 January
2021. As of 31 December 2021, women made up 22% of the Executive
Leadership Team and 43% of the Senior Leadership Team. Across our
identified Emerging Leaders cohort, 35% are female.
30%
29%
22%
43%
Age distribution
18 – 24 8%
25 – 34 44%
35 – 44 32%
45 – 54 12%
55 – 64 4%
318
NZ
85
USA
79
UK
79
Europe
67
Mexico
23
Sth Africa
4
Australia
3
Malaysia
Regional distribution
32
languages
spoken
15
countries our
people are
resident in
Female representation
2021 2020
All employees
Our Board
Executive Leadership Team
Senior Leadership Team
31%
17%
10%
44%
Our climate, people and community • 3130

To support wellbeing, we launched R&R Fridays in
October, to give our team a better balance between
personal and working life. We know from research that
a healthier balance in life can make us more productive
and happier overall. This sentiment has certainly been
reflected in the positive feedback we have received
since implementing this initiative.
We also launched our flexible working policy, Working Well,
to support our people and their wellbeing. Working Well provides
our team members and managers with a set of principles to allow
us to do our best work, whether from the office or anywhere else.
Our Wellness Advocates have done their best to boost the wellbeing
and morale of our team by organising speaker events, challenges, and
competitions. Through a combination of online and in-person events,
such as movie nights, Lunar New Year, Pink Shirt Day, May the 4th,
Earth Day, and Mid-Winter Christmas (to name a few), we have been
able to continue to connect, engage and celebrate as a team. We also
sent care packages to those who had spent a long time in lockdown,
a small gesture to show that we care.
We continue to measure the engagement and wellbeing through monthly
engagement surveys. Ensuring our team has a positive experience is
a priority across the businesses. Many of our initiatives that support our
people, both day-to-day and with their general wellbeing, come from
the feedback received through our engagement surveys. Since the first
survey of 2021, we have seen an increase of 22 eNPS points to a score
of 40. This result, which is 11 points above the industry benchmark, is
something of which we are very proud. This is important both for the
attraction and retention of talent.
It is important to us as a company and as individuals to contribute
to our community. It will not only make a positive difference to
our community, but also to our peoples’ wellbeing.
Wellbeing
Our community
As a New Zealand company that operates
globally in the film industry, Vista Group is
passionate about supporting the New Zealand
film industry through the Vista Foundation
(www.vistafoundation.co.nz) — established in
2015 by Vista Group and its founders.
During 2021, the Vista Foundation undertook
a number of initiatives to help nurture
the continued growth and success of the
New Zealand film industry — including:
•

Pict
ure – a collaboration with the Compton
School in Australia, designed to educate
participants on the process of successfully
managing a film project through to
theatrical release.
•
Ons
creen – providing resources to schools
for film studies, alongside NCEA standards,
culminating in films being submitted for
judging to the Onscreen team.
•

48 H
our Film Festival – The Vista
Foundation will continue as the naming
sponsor for this iconic event where teams
(up to 500) have to write, shoot, edit and
produce a film within a 48 hour period.
•
U
niversity of Auckland Speaker Series –
celebrated New Zealand director Jane
Campion followed on from last years
speaker, James Cameron, and provided
insights on the film industry and the film
making process.
The Vista Foundation remains committed to
it’s goal of fostering a viable, successful and
inclusive local film industry in New Zealand.
As part of our contribution to the community,
every team member has a paid day off each
year to volunteer in a way they choose.
There were many options — some teams
planted trees, while Vicki Parry organised
for the Knowledge Services Team to assist
Greenhithe Riding for the Disabled.
We are determined to make a positive
difference in people’s lives and to foster
community initiatives across the world. Some
other examples from the past year include:
•

EMEA donat
ed to Medicinema to
raise funds to bring Cinema to children
in hospitals
• Some brave team members took part in
Shave for a Cure

— shaving t
o raise funds
for the Leukemia & Blood Foundation
•

Our t
eam had the option to donate to
Auckland City Mission when choosing
our Christmas gift in NZ
•

A
ndrew Anderson ran Movember
for men’s health awareness
•

R
ainbow Committee organised participation
in the Sweat with Pride fundraiser and
raised $3,670 back in June
Vista FoundationCharitable contributions
Our climate, people and community • 3332

Group trading overview
Total Revenue
$98m 12%
SaaS Revenue
$28m 16%
Operating Cashflow
$11m 277%
Recurring Revenue
$81m 24%
EBITDA
$7m +$18m
Vista Group continues to be
the global leader in delivering
software and data analytics
solutions to the film industry
with core group companies,
Vista Cinema and Movio, both
number one globally in their
respective market segments.
Though revenue, profitability and cash
performance for the financial year 2021
have been much improved, the Group and
its customers continue to be significantly
impacted by the pandemic.
For much of the first half of 2021, cinemas
around the world were only open on a limited
capacity and it was not until April/May that
blockbuster movies began to be in free
release. Since then, even with the emergence
of the Omicron variant, cinemas have largely
remained open — often with some form of
capacity restrictions (social distance seating or
limited to operating hours) — and the release
schedule of mainstream movies has been
largely unchanged. Global box office at $21b
was up 78% on 2020, but still just about half
of pre-pandemic trading.
Most encouraging, audiences have shown
their passion for big screen entertainment.
Almost every movie in full release beat box
office expectations — Godzilla vs. Kong, Fast
and Furious 9, Shang-Chi and The Legend
of The Ten Rings, James Bond: No Time to
Die and Venom: Let There Be Carnage all
outperformed early expectations. In spite
of going to streaming on the same day in the
larger markets, Black Widow performed very
strongly in countries where it went ‘cinema
first’ and brought to a head the difficulty of
attracting big screen audiences to the small
screen experience.
Spider-Man: No Way Home, released in
December 2021, is now the sixth biggest
movie of all time even without a release in
China, the third biggest in the US Domestic
market and became the #1 superhero movie
in 19 countries, many of whom had capacity
restrictions. The movie also grossed more
than $100m in IMAX theatres.
1
The message from the moviegoer is clear —
its better in the cinema!
Vista Group revenue was up 12% versus
2020, there was a strong turnaround in
EBITDA

— fr
om a loss of $11m in 2020 to
a profit of $7m in 2021 — and operating cash
flow was positive $11m, up from $3m in 2020.
The balance sheet remains healthy and
Group cash at $60m at year end was ahead
of forecast.
Recurring Revenue was up 24% to $81m
— a sign of the continued strength of the
maintenance and SaaS revenue streams of
the Group and a key driver of future value.
Non-recurring revenue, primarily new
on-premise licence sales in Vista Cinema,
was down 24% to $17m.
This result underlines the key financial
and operating strengths of Vista Group:
•

C
onsistent strong customer relationships
•

S
trong annuity revenue
•

S
ustained underlined profitability
• Positive operating cash generation
•
L
eading global position in the film industry
Vista Group continues to deliver new
innovation across the Group, in particular in
respect of Vista Cloud, Mica and Movio EQ.
Revenue
NZD millions
2020$87.5
2019$144.5
2018$130.7
2017$106.6
2016$88.6
2021$98.1
1 Sourced from Deadline
Group trading overview • 3534

Vista Cinema
2021 ended on a high with Spider-Man:
No Way Home breaking box office records
globally. Even though Vista Cinema’s
customers have been operating under various
forms of restrictions across the globe, the
consistent delivery of blockbuster movies
from later in the first half of 2021 meant
cinema cashflows improved, though still
below pre-pandemic levels. There were
no new material receiverships or managed
administrations once the film slate held
firm. Though there were a handful of movies
that went to same-day release on streaming
services, this represented a small proportion
of the total number of releases.
Vista Cloud — Vista Cinema’s SaaS platform
for enterprise customers — was market ready
by the end of 2021 and went live with
its first customer in early January 2022.
This represents both huge engineering effort
from the technology team and a massive step
forward in the product offering for customers.
As stated in late 2020, 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 — one that is secure, scalable,
and provides seamless integration.
Revenue was up 14% on 2020 to $67m,
with recurring revenue up 31%.
Vista Cinema is the largest business within Vista Group and represents
two thirds of total revenue. It provides more than 50% of the world’s cinemas
(outside China and India) with the technology platform to run multi-site,
multi-screen and increasingly, multi-territory cinema businesses.
Enterprise: sites added
2016201720182019202020212015
0
800
600
400
-400
-600
200
-200
Direct India China
Enterprise: total site count
2016201720182019202020212015
0
8,000
6,000
4,000
2,000
Group trading overview • 3736

Cinema market share
95% Canada
2,204 / 2,309 screens
52% USA
16,197 / 31,354 screens
98% Central America
7,370 / 7,525 screens
41% South America
2,330 / 5,730 screens
Vista Cinema percentage of the world market for Cinema Exhibition
Companies with 20+ screens.
34%
worldwide
51%
excl. China
59% Middle East
1,832 / 3,118 screens
21% Asia (ex China)
2,739 / 13,227 screens
92% Australasia
1,757 / 1,916 screens
85% Africa
701 / 824 screens
6% China
3,049 / 53,736 screens
67% India
1,894 / 2,816 screens
40% Europe
8,552 / 21,196 screens
Group trading overview • 3938

Movio
Movio is the second largest segment
within Vista Group. A pure play SaaS
business, it represents 15 percent of
total revenue. Movio’s purpose is to
‘connect everyone with their ideal
movie’ and it achieves this through
a range of campaign, analytics
and research products for cinema
exhibitors, studios and distributors.
During 2021, many exhibitors sought to
maintain relationships with their guests even
when their cinemas were closed or the number
of new movie releases was limited. This saw
strong use of the Movio Cinema product by
customers in the second half of the year,
which set an all-time record for email and
SMS connections. By the end of the 2021,
3.2B connections had been made, significantly
up on pre-pandemic levels of 2.3B.
Studios and distributors use Movio Media to
promote their movies to those moviegoers with
a propensity to watch them. Here, Movio’s
revenue depends on the number of movies
released — especially in North America —
rather than box office, and there were fewer
than half the number of movies released in
2020 than in 2019. Movio Research, which
studios and distributors use to assess potential
audiences, was widely used in the second half
as customers sought to understand returning
moviegoers.
Movio also spent 2021 completely reinventing
its platform for exhibitors. Already in alpha
testing, this next generation platform is
designed with the new realities of cinema
exhibition squarely in mind. In parallel,
Movio is refining its solutions for studios
and distributors to help establish a more
seamless conduit between these stakeholders
and exhibitors.
Revenue was up 2% on 2020, with recurring
revenue up 7%.
Additional
Group Companies
The Additional Group Companies
segment comprises the businesses
of two studio and distributor focussed
businesses — Numero and Maccs
— and two moviegoer focussed
businesses — Powster and Flicks.
Numero • Maccs
Numero and Maccs performed well in 2021,
with recurring revenue up 20% and total
revenue up 14%. The success of Mica, the
SaaS platform for studios and distributors
to streamline their global cinema releases,
continues to gain traction, particularly in
North America, and now has 17 customers.
Numero continues to add global customers
and extend its geographical coverage.
Powster
Revenue for Powster was up 13% on the
previous year, with the showtimes platform
performing ahead of the box office recovery,
growing at 25%. Creative work also picked up
later in the year to be on par with 2020.
Flicks
Flicks was up 22% for the full year driven
by solid support in key New Zealand and
Australia market and launching flicks.co.uk
in the United Kingdom.
Associate
Vista Group held one investment
in an associate at year end.
Vista China
2021 saw a much improved box office in China,
primarily driven by local content, though the
operating environment remains extremely
tough and the outlook for the near term
difficult. Operating and content restrictions
continue to apply and are expected to last well
into 2022. Vista China performed well in the
second half of 2021, winning new customers
to partially offset the loss of Dadi earlier
in the year. Vista China remains disciplined
in its cost management and cash burn.
Group trading overview • 4140

Corporate
governance
This Corporate Governance statement has been
prepared in accordance with NZX Listing Rule 3.8.1(a)
and was approved by the Board of Vista Group
on 28 February 2022. The information contained
in this statement is current as at that date, unless
otherwise noted.
Vista Group is committed to high standards of governance.
Vista Group’s key governance documents are available
in the Investor Centre section of Vista Group’s website at
www.vistagroup.co.nz — these include Vista Group’s constitution,
the Corporate Governance Code (including the Code of
Ethics, Audit and Risk Committee Charter and Nominations
and Remuneration Committee Charter), Risk and Compliance
Framework Summary, Continuous Disclosure Policy, Diversity
and Inclusion Policy, Share Trading Policy and Modern Slavery
Policy. The core of Vista Group’s governance framework
is its commitment to protect and enhance the interests of
its shareholders through high standards of governance,
business behaviour and transparency.
Vista Group’s governance framework ensures Board
accountability to our shareholders and provides for an
appropriate delegation of responsibilities to our CEO
and our Executive Leadership Team (ELT).
The Board reviews Vista Group’s governance policies and
practices regularly to ensure compliance with NZX and
ASX standards (Vista Group is an ASX Foreign Exempt
Listed company) and reflects the governance expectations
of its shareholders in New Zealand and Australia.
As at the date of this Annual Report, Vista Group’s governance
practices over the reporting period were in compliance with the
NZX Corporate Governance Code and, whilst not required due
to our ASX foreign-exempt listing status, the ASX Corporate
Governance Principles and Recommendations (fourth edition).
Corporate governance • 4342

Vista Group’s Board
The directors of Vista Group as at the date of this Annual Report are as follows:
Susan Peterson
BCom, LLB
Independent Chair
J
ames Ogden
BCA Hons, FCA, CFInstD
Independent Dir
ector
Kirk Senior
BCom, CA
Non-Independent Non-Executive Director
C
laudia Batten
BCom, LLB (Hons)
Independent Director
J
ames Miller
BCom, FCA
Independent Director
During 2021, the Board continued to implement
its succession plan to achieve greater independent
governance. This involved:
•
S
usan Peterson’s appointment as Independent
Chair — with effect from 1 January 2021
•
Kirk S
enior stepping down as Executive Chair
and retiring as a Vista Group executive, but
continuing on the Board as a Non-Independent
Non-Executive Director — with effect from
1 January 2021
•

C
laudia Batten’s appointment as an Independent
Director — with effect from 1 January 2021
•
Co-founder and Executive Director, Brian
Cadzow, retiring from the Board and
executive — with effect from 31 March 2021
•
James Miller’s appoint
ment as an Independent
Director — with effect from 31 August 2021
Board composition and characteristics
07
Board members
Non-Independent
Non-Executive
Directors (male)
Independent

Non-Executive
Dir
ectors (female)
Independent

Non-Executive
Dir
ectors (male)
Executive
Directors (male)
A brief profile, including the relevant qualifications
and experience, of each director is available in the
Board and Management section of Vista Group’s
website at www.vistagroup.co.nz.
Vista Group’s constitution does not allow the
appointment of a director by a single shareholder
pursuant to NZX Listing Rule 2.4. The Vista Group
Board does not currently include a member of the
Future Director programme.
Structure
The Board is structured to ensure that as a
collective group it has the skills, experience,
knowledge, diversity and perspective to fulfil
its purpose and responsibilities. The Board’s
responsibilities are set out in Vista Group’s
Corporate Governance Code which is available
in the Investor Centre section of Vista Group’s
website at www.vistagroup.co.nz.
Cristiano (Cris) Nicolli
BMS, FAICD
Independent Director
Murray Holdaway
BSc, BCom
Executive Director
Corporate governance • 4544

The Board focuses on ensuring it takes advantage of, and benefits from,
the diversity of skills, backgrounds and experiences of the individual directors
and that its culture reflects Vista Group’s values.
During the reporting period, the Nominations and Remuneration Committee (NRC)
has assessed the skills of the Board and reviewed and updated the Board skills
matrix. A summary of the Board skills matrix is set out on the opposite page.
The refreshed skills matrix enables an assessment of skills and experience
of individual directors, and how the directors work together as a whole.
It is considered that addressing the level of skills and experience collectively
is a better indicator of Board capability overall. Accordingly, the level of skills
and experience is assessed collectively.
The key skills and experience which individual directors contribute to the
Vista Group’s Board are indicated in the director profiles in the Board and
Management section of Vista Group’s website at www.vistagroup.co.nz.
Board skills matrix
Software, cloud, online and operating platforms
Expertise and experience in the development and delivery of software
and digital solutions through on-premise, managed services, cloud
and/or online platforms
Digital product managment and marketing
Expertise and experience in digital product marketing and management,
incl
uding an understanding of technology trends and implications and
the software and technology value chain
Data
Expertise in the collection, processing, and commercialisation of data
and marketing applications, including the use of AI and experience with
data protection legislation in Vista Group’s key international markets
Strategy and development
Expertise in corporate strategy and the developing early stage businesses,
incl
uding strategic reviews, M&A and strategic partnerships
Go-to-market and customer experience
Deep customer insight and advocacy. Go-to-market expertise including direct
s
ales, internet sales, new markets, and/or specific customer channel experience
in the cinema, film, studio or media sectors
Financial expertise
Financial expertise with significant public company experience in finance,
ac
counting, capital markets, credit markets, banking and investor relations
Legal expertise
Legal expertise with experience in corporate and commercial law,
including legal, regulatory and compliance frameworks
International markets
Exposure to Vista Group’s key international markets outside of Australasia
(Nor
th America, South America, EMEA, APAC)
Listed company
Depth of expertise on listed company boards, including experience in
g
overnance, compliance and risk management, sustainability, and health
and safety
People and culture
Remuneration, retention, workforce planning, talent, culture and diversity
and inclusion
Film industry
Depth of experience in the film industry, including in film exhibition
and/or distribution
CAPABILITY DESCRIPTION
PROFICIENCY GUIDE
Low Medium High
Corporate governance • 4746

Independence and conflicts
Five of Vista Group’s seven directors (Susan
Peterson (Chair), Claudia Batten, James Miller,
Cris Nicolli and James Ogden) are considered
by the Board to be Independent Directors. This
determination is made on the basis that these
directors are Non-Executive Directors who are
not substantial shareholders and who are free
of any interest, business or other relationship
that would materially interfere with, or could
reasonably be seen to materially interfere with, the
independent exercise of their judgement. None of
the Independent Directors have been employed
or retained, within the last three years, to provide
material professional services to Vista Group.
Two of Vista Group’s seven directors (Kirk Senior
and Murray Holdaway) are not considered to
be Independent Directors. Kirk Senior held the
position of Executive Chair until he resigned as
Chair and as a member of the ELT with effect from
1 January 2021. Based on his previous ELT position,
the Board has determined that Kirk Senior is not
an Independent Director. Murray Holdaway is
the founder of Vista Group, holds 2.93% of Vista
Group’s ordinary shares, and is a member of the
ELT as Vista Group’s Chief Product Officer. Based
on these factors, the Board has determined that
Murray Holdaway is not an Independent Director.
Within the last 12 months, none of the directors
were a partner, director, senior executive or
material shareholder of a firm that provided
material professional services to Vista Group or
any of its subsidiaries. None of the directors is a
current or past senior employee or partner of Vista
Group’s auditors PricewaterhouseCoopers. None of
the directors has been, within the last three years,
a material supplier to Vista Group or has any other
material contractual relationship with Vista Group
or any of its subsidiaries other than as a director of
Vista Group or, in respect of Kirk Senior and Murray
Holdaway only, as an employee of Vista Group or
one of its subsidiaries. Except for Murray Holdaway
as a member of the ELT, none of the directors
receives performance-based remuneration from,
or participates in, Vista Group’s employee share
schemes. No director controls, or is an executive
or other representative of an entity which controls,
5% or more of Vista Group’s voting securities.
The CEO is not a director of Vista Group.
Responsibilities
The Board is responsible for Vista Group’s strategic
direction and operation and has delegated certain
responsibilities to the CEO and the ELT. Vista
Group’s Board is committed to creating long-term
value for shareholders and safeguarding the highest
standards of governance, corporate behaviour
and accountability.
The Board’s responsibilities are set out in Vista
Group’s Corporate Governance Code, and include:
•

s
electing and, if necessary, replacing the CEO;
•

ens
uring 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;
•

r
eviewing and approving the strategic, business
and financial plans prepared by the ELT;
•

r
eviewing and approving certain material
transactions, and making certain investment and
divestment decisions;
•

appr
oving and overseeing the administration of
Vista Group’s technology development strategy;
•
monit
oring 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 ELT’s
behaviour is consistent with the Code of Ethics,
including compliance with the constitution,
any relevant laws, the NZX Listing Rules and
regulations, and any relevant auditing and
accounting principles;
•

implementing, and fr
om 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
•
ass
essing from time to time Vista Group’s
effectiveness in carrying out the functions listed
above, and the other responsibilities of the Board.
The terms of the delegation by the Board to the
CEO and ELT are documented in Vista Group’s
Corporate Governance Code and Delegated
Financial Authority Manual. The CEO and ELT
are responsible for:
•

dev
eloping and making recommendations
to the Board on Vista Group strategies and
associated initiatives;
• managing and implementing strategies
approved by the Board;
•
f
ormulating and implementing policies and
reporting procedures for management;
•

decision making c
ompatible with Vista Group’s
Delegated Financial Authority Manual;
•
managing b
usiness risk and implementing the
Board approved risk management framework
and ensuring compliance; and
•

the da
y-to-day leadership and management
of Vista Group.
The CEO and ELT have appropriate employment
agreements setting out their roles and conditions
of employment.
The CEO’s performance is reviewed by the
NRC regularly against objectives and measures
set by the Board. The CEO’s performance was
evaluated during the reporting period on this basis.
The NRC is also responsible for overseeing the
CEO’s evaluation of the ELT. Further details are
contained in the Remuneration Report on page 63.
Directors’ remuneration
Full details regarding Vista Group’s remuneration of
its directors is set out in the Remuneration Report
on page 63.
Corporate governance • 4948

Selection, nomination and appointment
Vista Group undertakes appropriate checks before
appointing a director or putting forward any
candidate for election as a director in accordance
with Vista Group’s governance processes.
All directors are elected by Vista Group’s
shareholders (other than directors appointed
by the Board to fill casual vacancies, who must
retire and stand for election at the next meeting
of shareholders) with rotation and retirement
determined in accordance with the NZX Listing
Rules. The Board is responsible for considering and
appointing directors to the Board after candidates
have been identified by the NRC.
Vista Group has a written agreement with each
director set out in a standard form letter of
appointment containing the terms and conditions
of their appointment. In addition, Vista Group has
also entered into a deed of indemnity and insurance
which applies to each director, under which
Vista Group indemnifies, and provides insurance
to, directors in accordance with Vista Group’s
constitution and the Companies Act 1993.
Governance at Vista Group
Induction and development
All new directors participate in an induction
programme and receive significant induction
materials so as to familiarise them with Vista
Group’s businesses and the international film
industry in which those businesses operate.
The Board receives regular briefings from
management on Vista Group’s business operations,
changes to the operating environment, and health
and safety and wellness matters. Board strategy
days are held during the year to consider matters
of strategic importance to Vista Group.
The directors undertake appropriate training
to remain current on how to best perform their
duties as directors of an issuer by attending
relevant courses, conferences and briefings.
A Board education programme is being commenced
in 2022 and directors are supported to continue
their own professional development.
It is fundamental to the Board that directors have
and are committing sufficient time to perform their
duties properly and effectively. The Board has
considered this issue during the reporting period
and is satisfied that, taking into account all of their
commitments, each director had sufficient time to
perform their Vista Group duties.
2021 governance calendar and attendance
Vista Group’s 2021 governance calendar recording the meetings of the Board, Board Sub-Committee,
Audit and Risk Committee (ARC), Nominations and Remuneration Committee (NRC), Disclosure Committee,
and the Annual Meeting of Shareholders (ASM) is set out in the table below:
All directors attended the 2021 ASM. Details regarding the directors’ attendance of the meetings of the
Board, Board Sub-Committee, the ARC and the NRC during 2021 is set out in the table below:
1 Appointed to the Board on 1 January 2021
2
R
esigned from the Board on 31 March 2021
3
Appointed to the Board on 31 August 2021
Board or Committee Member present Board or Committee Member not present Non-Committee Member present
Each Committee Charter provides that employees and Executive Directors can only attend Committee
meetings at the invitation of the relevant Committee.
MEETINGSJANFEBMARAPRM AYJUNJULAUGSEPOCTNOVDEC
Board

Board Sub-Committee
Disclosure Committee

ARC

NRC
ASM
MEETINGS
BOARD
ATTENDANCEBOARD
BOARD
SUBARCNRC
Susan Peterson100%
Claudia Batten
1
92%
Brian Cadzow
2
50%
Murray Holdaway100%
James Miller
3
80%
Cris Nicolli100%
James Ogden100%
Kirk Senior100%
Corporate governance • 5150

Reviewing performance
The performance of the directors (individually
and collectively), and the effectiveness of
Board processes and committees, are regularly
evaluated using a variety of methods, including
questionnaires, Board discussion, and an evaluation
at the end of each Board meeting. A performance
review led by the Chair was carried out during the
reporting period. The next review will be carried
out during 2022.
Although Murray Holdaway has served as a director since 2003, Murray’s deep understanding of Vista
Group’s businesses and the film industry is considered a valuable addition to the Board’s skills matrix.
Board committees
The Board has two standing committees: the
ARC (comprised of James Ogden (Chair), James
Miller, Cris Nicolli and Kirk Senior) and the NRC
(comprised of Cris Nicolli (Chair), Claudia Batten
and James Ogden). Vista Group does not have a
separate Nominations Committee, or a separate
Remuneration Committee. Rather, the NRC fulfils
the functions of both those Committees. The role
and responsibilities of the ARC and NRC are set
out in the Committee Charters that form part of
Vista Group’s Corporate Governance Code which
is available in the Investor Centre section of Vista
Group’s website at www.vistagroup.co.nz.
In response to the rapidly changing environment
caused by the pandemic, during the reporting
period the Board requested that the Disclosure
Committee convene each month in which a
Board meeting was not scheduled in order
to monitor Vista Group’s compliance with its
continuous disclosure obligations under the NZX
Listing Rules and the Financial Markets Conduct
Act 2013. The Disclosure Committee was constituted
under Vista Group’s Continuous Disclosure
Policy and comprised of Cris Nicolli (Independent
Director), the CEO, the CFO and the General
Counsel and Company Secretary.
Each committee focuses on specific areas of
governance. Together, the committees strengthen
the Board’s oversight of Vista Group. Committee
meetings are scheduled to coordinate with the
Board meeting cycle. Each committee reports
to the Board at the subsequent Board meeting
and makes recommendations to the Board for
consideration as appropriate.
Vista Group assesses on a regular basis whether
additional standing or ad hoc committees are
required. Additional temporary committees are
established from time to time, including as required
to provide governance oversight on short-term
projects. As at the date of this statement,
Vista Group has considered that no other
standing committees are required.
Committee charters
Each standing committee operates in accordance
with a written charter approved by the Board and
reviewed as required and at least every two years.
The committee charters form part of Vista Group’s
Corporate Governance Code which is available on
Vista Group’s website at www.vistagroup.co.nz.
Directors’ Vista Group shareholdings
The Board encourages the alignment of directors’
interests with those of shareholders and with
Vista Group’s strategic aims. To improve this
alignment, the Board encourages directors to hold
shares in Vista Group. Further details of directors’
shareholdings in Vista Group are set out in
Directors’ Disclosures on page 72.
Access to advice and general counsel and
company secretary
Directors may access such information and seek
such independent advice as they consider necessary
or desirable, individually or collectively, to fulfil
their responsibilities and permit independent
judgement in decision making. They are entitled
to have access to internal and external auditors
without management present and, with the Chair’s
consent, seek independent professional advice at
Vista Group’s expense.
All directors have access to the advice and services
of the General Counsel and Company Secretary
for the purposes of the Board’s affairs. The General
Counsel and Company Secretary was appointed
on the joint approval of the CEO and the Chair.
The General Counsel and Company Secretary
is accountable to the Board, through the Chair,
on all governance matters.
DIRECTORAPPOINTED
2003
CO-FOUNDER
2014
IPO2015201620172018201920202021TENURE
Murray Holdaway06 Aug 200318–19 yrs (co-founder)
Kirk Senior03 Jun 20147–8 yrs (since IPO)
Susan Peterson03 Jun 20147–8 yrs (since IPO)
James Ogden03 Jun 20147–8

yr
s (since IPO)
Cris Nicolli17 Feb 20174–5 yrs
Claudia Batten01 Jan 20211
yr
James Miller31 Aug 20210–1 yr
Tenure
Vista Group notifies shareholders each year of
their right to nominate a candidate for election as a
director. Where any director election or re-election
is to occur at a shareholder meeting, the Notice
of Meeting includes all information on candidates
for director election or re-election that the Board
considers may be useful to provide to shareholders.
As required by the NZX Listing Rules, directors
must retire every three years and, if desired,
seek re-election. The Board takes director tenure
into account in considering whether a director
is an Independent Director.
The date of appointment and tenure of each
director is set out in the table below:
Corporate governance • 5352

Audit plan and role of the external auditor
PricewaterhouseCoopers is Vista Group’s current
external auditor and have served since its
appointment in April 2015. The NZX Listing Rules
require rotation of the key audit partner at least
every five years. Vista Group last rotated its key
audit partner in January 2020 and, assuming that
PricewaterhouseCoopers continue as Vista Group’s
auditor, the next rotation is expected to occur in
January 2025. Vista Group’s audit partner (Troy
Florence) attended Vista Group’s 2021 Annual
Meeting of Shareholders (ASM) and was available
to Vista Group’s shareholders to answer questions
relevant to PricewaterhouseCoopers’ audit.
Details of the work (both audit and
non-audit) undertaken by, and fees paid to,
PricewaterhouseCoopers during 2021 are
included in section 2.3 of the Financial Statements.
The Board considers that due to the nature
and quantum of the non-audit services work,
the independence of PricewaterhouseCoopers
is not compromised.
External audit policy
The Board’s framework for Vista Group’s
relationship with its external auditor is in the
External Audit Policy set out in the Corporate
Governance Code which is available on Vista
Group’s website. The External Audit Policy
covers matters relating to the appointment of
the auditor, the independence of the auditor,
transparent dialogue with the auditor, rotation
of the audit partner, 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:
•

c
onsidering the appointment of the auditor, audit
fees and any issues on an auditor’s resignation
or dismissal;
•

ens
uring the independence, objectivity and
effectiveness of the auditor;
•
r
eviewing the audit plan, nature and scope
of the audit before commencement;
•

r
eviewing Vista Group’s letter of representation
to the auditor; and
•

dis
cussion with the auditor any problems,
reservations or issues arising from the audit and
referring matters of a material or serious nature
to the Board.
Audit conflict safeguard and
resolution process
It is the responsibility of the ARC to ensure
audit independence. The committee ensures this
by requiring the audit engagement partner to
discuss any non-audit services provided by the
external audit firm with the ARC Chair prior to the
commencement of any non-audit services. The non-
audit services will only be provided if both the audit
engagement partner and ARC Chair agree that there
are no reasonable threats to independence.
As part of the external auditor’s reporting to the
ARC, the external auditor is required to submit
an annual independence report confirming their
firm remains independent of Vista Group. This
annual independence report documents any risks
to independence and safeguards related to non-
audit services. The ARC review this report, with any
concerns raised with the Chair of the Board and
Disclosure Committee (see page 56) to determine
whether a market announcement is required.
The external auditor’s report to shareholders
discloses all non-audit services and any other
relevant independence considerations.
Assurance and managing risk
Corporate governance • 5554

Timely and balanced disclosure
Shareholders and markets
Vista Group is committed to maintaining a fully
informed market through effective communication
with the NZX and ASX, our shareholders and
investors, analysts, media and other interested
parties. Vista Group provides all stakeholders with
equal and timely access to material information that
is accurate, balanced, meaningful and consistent.
Where Vista Group provides a new and substantive
investor or analyst presentation, it ensures the
presentation materials are released to the NZX
and ASX announcement platforms ahead of
the presentation.
Vista Group’s Continuous Disclosure Policy
is designed to ensure this occurs in compliance
with Vista Group’s continuous disclosure
obligations under the NZX Listing Rules and
the Financial Markets Conduct Act 2013.
The Continuous Disclosure Policy is available
in the Investor Centre section of Vista Group’s
website at www.vistagroup.co.nz.
The Disclosure Committee is responsible for
administering the Continuous Disclosure Policy
and ensuring that Vista Group complies with its
continuous disclosure obligations. The Disclosure
Committee comprises one Independent Director
(Cris Nicolli), the CEO, the CFO, and the General
Counsel and Company Secretary.
The CEO, ELT and management are responsible
for ensuring that all material information relating
to their areas of responsibility is reported to the
Disclosure Committee promptly and without delay.
The Disclosure Committee is responsible for
determining whether information received from
the CEO or management requires disclosure
on the NZX and ASX announcement platforms.
The Disclosure Committee is required to refer
information regarding matters of fundamental
significance to Vista Group, including financial
results, earning guidance, dividend policy
determinations, transformational transactions,
and significant resignation, to the Board (or where
the Board is not available an Approval Committee)
for its determination.
Disclosures relating to the annual and interim
financial statements must be reviewed by the
ARC before being approved by the Board.
Once approved for disclosure, the CFO or
General Counsel and Company Secretary is
responsible for releasing material information
on the NZX and ASX announcement platforms.
Directors consider at each Board meeting whether
there is any material information which should be
disclosed to the market.
Integrity of reporting
The CEO and the CFO are required each full year
to provide a letter of representation to the Board
confirming that the financial statements have been
prepared in accordance with legal requirements,
comply with generally accepted accounting practice
and present fairly, in all material respects, the
financial position of Vista Group and the results
of its operations and its cash flows.
A letter of representation confirming those matters
was received by the Board with respect to Vista
Group’s 2021 financial statements.
Risk
Risk management is an integral part of Vista
Group’s businesses and as such, the CEO is
accountable for all risk across all Vista Group to
ensure that it meets or exceeds applicable legal
and regulatory requirements. The CEO and the
Commercial Director report material risks to
the ARC. The ARC is responsible for overseeing,
reviewing and providing advice to the Board on
Vista Group’s risk management policies and
processes. As such, the ARC undertook continuous
improvement of its risk management policies
and strategies in Q4 2021. As part of that review,
Vista Group engaged a third-party specialist who
provided (and is continuing to provide) guidance as
to Vista Group’s Risk Management Framework and
related policies and documentation. The revised
Risk Management Framework is available in the
Investor Centre section of Vista Group’s website
at www.vistagroup.co.nz.
This continuing work will lead to the reformulation
of Vista Group’s Risk Management Policy and its
risk appetite tolerance metrics. As a result, we
anticipate changes to employee KPIs as to risk,
and for the relevant businesses to conduct risk and
control assessments. This will lead to enhanced
Management and Board reporting. Thereafter
Vista Group will conduct an assurance audit
which will lead to additional opportunities.
Business risks and internal processes
Health and safety
Vista Group operates under a Health and Safety
and Wellness Policy that has been approved by the
Board. The CEO and ELT report to the Board on
performance against the policy, policy initiatives
and incident reporting.
Whistleblowing
The Whistleblowing Policy forms part of the
Corporate Governance Code and sets out
the guidelines and procedures for reporting
breaches of the Code of Ethics or any breach
of a legal obligation or Vista Group policy.
Corporate governance • 5756

Engaging with investors. Acting ethically and responsibly
Investor relations
Vista Group is committed to open and effective
communication with its shareholders by providing
comprehensive relevant information.
Vista Group communicates with its shareholders
across a number of forums, including the Investor
Centre section of Vista Group’s website, at the
ASM, in its Annual and Interim Reports, regular
information disclosures via the NZX and ASX
announcement platforms, and analyst and
investor briefings and road shows.
Vista Group aims to provide clear communication
of its strategic direction, including articulating its
strategic priorities.
Website
Vista Group’s website contains a comprehensive
set of investor-related information and data
including releases on the NZX and ASX
announcement platforms, Annual Reports
and Interim Reports, investor presentations,
and shareholder meeting materials.
Shareholders can direct any questions and
comments they may have to Vista Group by
contacting Vista Group’s CFO.
Annual Shareholders’ Meetings
Vista Group’s ASMs are held in New Zealand
at a time and location which aim to maximise
participation by Vista Group’s shareholders.
Vista Group’s 2021 ASM was held on 26 May 2021
and, primarily due to the uncertainty associated
with the pandemic, was held online only. The
Notice of Meeting for the 2021 ASM was released
on the NZX and ASX announcement platforms and
posted on Vista Group’s website at least 20 working
days prior to the ASM in accordance with the NZX
Corporate Governance Code recommendation.
Vista Group’s 2022 ASM will be held on
26 May 2022 and is expected to take place
in a hybrid format (in person and online),
subject to health and safety considerations.
Electronic communications
We encourage all shareholders to provide email
addresses to Vista Group’s share registrar, Link
Market Services Limited, to enable them to
receive shareholder communications and reports
electronically. Communicating electronically
is faster, more cost-effective and more
environmentally sustainable. Most of Vista Group’s
shareholders receive information electronically.
However, we understand that this does not suit
everyone and we also provide hard copy reports to
shareholders who request to receive them.
Electronic versions of Vista Group’s shareholder
communications and reports are released on the
NZX and ASX announcement platforms and are
available in the Investor Centre section of Vista
Group’s website at www.vistagroup.co.nz.
The Vista Group Code of Ethics
Vista Group’s Board has adopted the Corporate
Governance Code which includes Vista Group’s
Code of Ethics and plays a key role in establishing
the framework by which 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 practic
es necessary to maintain confidence
in Vista Group’s integrity;
•
the practic
es necessary to take into account
Vista Group’s legal obligations and the reasonable
expectations of its stakeholders; and
•

the r
esponsibility and accountability of individuals
to report and investigate unethical practices.
Directors and the ELT 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.
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, and are not counted in a quorum
for the consideration of, any matter in which that
director is interested.
Corporate governance • 5958

Diversity and inclusion
2021 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, which is available in the Investor Centre section of its website at www.vistagroup.co.nz.
The Diversity and Inclusion Policy sets out Vista Group’s commitment to achieving diversity in the attributes
and experiences of the Board, the ELT and employees.
Vista Group set the following diversity objectives for the year ended 31 December 2021:
OBJECTIVE OUTCOME
Ensuring there is a minimum of two females on the
Board at all times.
The Board now has two female members, with Susan Peterson
undertaking her role as Chair from 1 January 2021
and Claudia Batten’s appointment as an Independent
Non-Executive Director from 1 January 2021.
Implementing a tar
get of 40:40:20
1
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.
As of first of 31 December 2021, women made up 22% of the

ELT and 43% of the SLT. Across our identified Emerging Leaders
cohort, 35% are female.
F
emales have made up 38% of all new hires in 2021.
This outcome shows a movement towards achieving the
40:40:20
1
split across our Leaderships teams and programmes.
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
Unconscious bias training has been issued globally. We continue to
recognise and embrace cultural and social diversity in all offices by
supporting open communication and celebrations to represent all.

All employees communications are non-gender specific and recruitment
pr
ocess and content has been refreshed with neutral language.
1 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.
Vista Group has continued to expand its cultural competency across regional offices such as Mexico City
and Cape Town, whilst increasing the ethnic diversity of employees and leaders. In reflection of tight travel
restrictions in New Zealand, Vista Group has decided to move its Māori cultural competency objective into
2022 as restrictions ease.
Vista Group has identified the requirement to expand on our Rainbow Tick and in late 2021 created
a partnership with Stonewall to create transformative change in the lives of LGBTQ+ community at
Vista Group.
See page 31 for disclosure regarding the gender diversity at 31 December 2021.
2022 Diversity and Inclusion objectives
Vista Group has placed a high priority on improving
its diversity and ensuring it has an inclusive culture.
Vista Group’s key diversity objectives in 2022 are:
•
T
o ensure there is a minimum of two females
on the Board at all times.
•

T
o continue to focus on our 40:40:20 target
across all roles and programmes, including
annual reporting on progress.
•
T
o complete and report on a full Gender
Pay Gap Analysis annually from January 2022.
•
T
o build our Māori cultural competency in our
New Zealand leaders and employees. Proactively
work to increase the representation of Māori and
Pasifika in technology careers.
•

T
o continue to create and maintain an inclusive
culture and work environment with a focus on
ensuring women, ethnic minorities and those who
identify as LGBTQ+ feel safe and able to bring
their whole self to work.
Corporate governance • 6160

As Chair of the Nominations and Remuneration Committee (NRC),
it is my pleasure to present Vista Group’s Remuneration Report for
the year ended 31 December 2021.
The report outlines Vista Group’s remuneration strategy and approach,
with a particular focus on the remuneration framework for the Group
CEO and the Executive Leadership Team (ELT).
Vista Group’s Board is committed to a remuneration framework that
rewards targeted performance and the culture and leadership of
looking after our people and our customers. The rewards are aligned
to both short-term and medium-term goals to achieve key objectives
and deliver sustainable value for shareholders. The Board is committed
to demonstrating an increased level of transparency in its remuneration
policies and practices.
The NRC and Board are supported by the People and Culture team
who have been influential in supporting the business and employees
globally especially given the various impacts of the pandemic.
Vista Group operates in a very competitive global and local market
for skills and capabilities. It is a Board priority to ensure the retention
of key employees and the attraction of new talent is reflected in the
remuneration and employee benefits that form part of the value
proposition and is aligned to the remuneration strategy and approach.
I acknowledge the sacrifices made by the Group CEO, ELT and
employees of Vista Group over the past two years and thank them for the
manner in which they responded to the challenging environment faced.
Regards,
Letter from the Chair of the NRCRemuneration report
Cris Nicolli
Chair of the Nominations and Remuneration Committee
Vista Group International Limited
Executive remuneration
Vista Group’s remuneration policy for the
CEO and ELT is based on the principles
that the remuneration framework will:
•
be simple, clear and under
standable
by all stakeholders
•

be f
air, equitable and flexible
•

s
upport Vista Group attracting, retaining
and engaging employees
• reward targeted performance
•

cr
eate alignment with Vista Group’s
values, culture and corporate strategy
•
appr
opriately reflect market conditions
and the organisational context
•
align with cr
eating and increasing
shareholder value
The NRC reviews Vista Group’s remuneration
policy and principles on a regular basis.
Total remuneration consists of fixed remuneration,
short-term incentives (STI), and long-term
incentives (LTI). STI and LTI are ‘at risk’ as outcomes
are determined based on the achievement or
otherwise of financial and performance based
targets and conditions set by the Board on the
recommendation of the NRC. All Vista Group
employees based in New Zealand, the United
Kingdom and the USA (other than the CEO and ELT)
are also eligible to participate in the Vista Group
Recognition Scheme – a share rights scheme with
vesting conditional only on continued tenure.
The remuneration package of the CEO is approved
by the Board, on the recommendation of the NRC.
The remuneration packages of the ELT (other than
the CEO), including fixed remuneration, STI and LTI
objectives and achievement, are regularly reviewed
by the NRC. The remuneration packages of the CEO
and ELT are benchmarked to market remuneration
data to ensure competitiveness relative to
comparable market peers.
Corporate governance • 6362

Long-term incentives
Vista Group’s LTI is a share rights scheme offered at
the discretion of the Board on the recommendation
of the NRC. The LTI is set as a fixed percentage
of the participating employee’s base salary. The
number of share rights granted to a participating
employee is determined based on the participation
value divided by the volume weighted average sale
price of Vista Group’s shares over a specified period
before the grant date. The share rights granted
under the LTI are eligible to vest and convert into
Vista Group shares based on the achievement or
otherwise of certain targets and satisfaction of
certain conditions over a specified number of years.
Under the terms of the 2021 LTI scheme, one third
of a participating employee’s share rights are
eligible to vest each year of the three year term
of the scheme based on:
•
the achievement of Vista Group recurring revenue
targets set by the Board, with 100% of the share
rights (one sixth of the total share rights) vesting
on achievement of the target.
•
c
ontinued tenure with Vista Group, with 100% of
the share rights (one sixth of the total share rights)
vesting where the condition has been satisfied.
Under the 2021 LTI scheme, the CEO’s LTI was set
by the Board at 50% of his base salary, and for ELT
members the LTI was set within a range of 20%-50%
of the relevant ELT member’s base salary.
The CEO also participates in the Group CEO
Retention Scheme under the LTI scheme. Under
the terms of the Group CEO Retention Scheme,
the CEO is granted a specified number of share
rights that are eligible to vest each year of the term
of the scheme based on continued tenure with
Vista Group. 200,000 share rights vested in April
2021, comprising the fourth tranche of the share
rights granted in 2018 under the Group CEO
Retention Scheme.
Fixed remuneration
Fixed remuneration consists of base salary and
benefits. Whilst flexibility exists where specific
circumstances require it, base salaries are typically
reviewed annually. Vista Group provides a range of
benefits to its employees specific to the country in
which the employee works:
COUNTRYBENEFITS
New
Zealand
–Kiwisaver contribution up to 3%
–Health insurance
–Life insurance
–Vista Group Recognition Scheme
–Long service benefits
USA
–40
1k contribution up to 2%
–Health ins
urance (including dental and vision)
–Lif
e & accidental death & dismemberment
insurance
–Vista Group Recognition Scheme
–Long-term disability insurance
–On site paid gym membership
–Flexible spending accounts
United

Kingdom
–Royal London Pension up to 4%
–Private medical health coverage for
employee and their family + dental and
eye care contributions
–Vista Group Recognition Scheme
–24 hour Employee Assistance Program services
–Perkbox, with free perks each month,

plus access to range of high street discounts
and r
ewards
–Discounted gym memberships
–Access to salary sacrifice scheme
Netherlands –Perkbox with free perks each month,

plus access to range of high street discounts
and r
ewards
South

Africa
–Private medical health coverage for
employee and their family + dental and
eye care contributions
–24 hour Employee Assistance Program services
–P
erkbox with free perks each month,

plus access to range of high street discounts
and r
ewards
Mexico
–Medic
al insurance
–F
ood coupons
Malaysia
–Medical claims – reimbursement for

medical bills
–Mobile phone allowance
–Parking allowance
Romania –Private medical services
–H
alf reimbursement for glasses and

contact lenses (up to 450 RON)
–H
alf reimbursement of a monthly gym
membership (up to 100 RON)
The provision of fixed remuneration (comprising
of a base salary and country specific benefits) is
consistent across all employees in Vista Group,
including the CEO and ELT.
Short-term incentives
The STI are at-risk incentives that may be offered
to an employee in respect of a specific year. The
STI is set within a range as a fixed percentage of
the participating employee’s base salary. The STI
outcomes are determined based on the achievement
or otherwise of financial and performance based
targets applicable to the relevant employee. STI,
once achieved, are paid in cash.
The key targets, percentages and terms of the 2021
STI are set out in the table below:
TARGETS % OF STI HURDLE
Recurring
revenue/
total revenue
5
0% 80% achieved before 50% of
applicable STI is payable,
with achievement from 80%
on a straight line to 100%. No
overachievement is available.
Vista Group
EBITDA
20% 70% achieved before 50% of
applicable STI is payable,
with achievement from 70%
on a straight line to 100%. No
overachievement is available.
Customer
net promoter
score
15% Achieved or not achieved. If
achieved, then 100% of applicable
STI is payable.
Employee
net promoter
score
15% Achieved or not achieved. If
achieved, then 100% of applicable
STI is payable.
In 2021 the CEO’s STI was set by the Board at 50%
of his base salary, and for ELT members the STI
was set within a range of 20%
– 40% of the relevant
ELT member’s base salary.
Employee remuneration
The following table shows the number of
employees whose remuneration and benefits for
the year ended 31 December 2021 were within the
specified bands above $100,000. The remuneration
figures shown in the table include all monetary
payments actually paid during the year ended
31 December 2021. The table does not include
amounts paid post 31 December 2021 that related
to the year ended 31 December 2021, such as STI
bonuses. The table below includes the remuneration
of Murray Holdaway as an Executive Director.
SALARY BAND (NZ$)TOTAL GROUP EMPLOYEES
100,000-109,99959
110,000-119,99953
120,000-129,99941
130,000-139,99925
140,000-149,99918
150,000-159,99923
160,000-169,99918
170,000-179,99920
180,000-189,9998
190,000-199,9994
200,000-209,9995
210,000-219,9997
220,000-229,9996
230,000-239,9992
240,000-249,9996
250,000-259,9993
260,000-269,9991
270,000-279,9993
300,000-309,9992
310,000-319,9993
330,000-339,9991
340,000-349,9991
370,000-379,9991
390,000-399,9991
400,000-409,9991
410,000-419,9991
420,000-429,9991
450,000-459,9991
520,000-529,9991
570,000-579,9991
1,010,000-1,019,9991
Total318
Corporate governance • 6564

CEO remuneration
The total remuneration of the CEO in 2020 and 2021 is set out in the table below:
POSITIONYEAR
BASE
SALARY
TAXABLE
BENEFITS
FIXED
REMUNERATION
STI
(2020 TARGETS
SETTLED IN 2021)
LTI
(VALUE OF
SHARES VESTED)
TOTAL
REMUNERATION
CEO 2021 425,00022,556447,556 107,525 464,000
1
1,019,081
2020 371,940
2
24,212 396,15322,860158,944577,957
1 The STI paid to the CEO in 2021 related to rights granted in 2018 under the Group CEO Retention Plan.
2 In response to the pandemic, during 2020 the CEO elected to take a 30% reduction to his base salary.
The employment agreements of the ELT (including the CEO) do not include the ability to be paid
a transaction bonus in the event of a takeover of Vista Group.
Kimbal Riley was appointed as CEO with effect from April 2018. Matthew Cawte was appointed
as CFO with effect from July 2019.
Vista Group Recognition Scheme
The Vista Group Recognition Scheme (VGRS) is a share rights scheme offered to all Vista Group employees
based in New Zealand, the United Kingdom and the USA (excluding the CEO and ELT) to encourage
retention and to recognise the performance of employees during the pandemic. VGRS participation is set at
the greater of (i) a specified percentage of base salary; or (ii) a specified dollar amount. The number of share
rights granted to a participating employee is determined based on participation value divided by the volume
weighted average sale price of Vista Group’s shares over a specified period before the grant date. The share
rights granted under the VGRS are eligible to vest after 12 months based on the continued tenure of the
participating employee.
The CEO was not eligible to participate in, and was not granted any share rights or issued any Vista Group
shares under, the VGRS.
Breakdown of CEO pay for performance (2021)
POSITIONDESCRIPTIONPERFORMANCE MEASURES% ACHIEVED AMOUNT ACHIEVED NZ$
CEOSTI50% of
base salary
50
% weighting of Vista Group recurring revenue.
80% of the target must be achieved before 50%
of the applicable STI is payable; with achievement
incr
easing on a straight line basis to 100%.
No over achievement possible.

20
% weighting of Vista Group EBITDA. 70%

of the target must be achieved before 50% of
the applicable is STI payable; with achievement
incr
easing on a straight line basis to 100%.
No over achievement possible.
15% w
eighting on customer net promoter score.
If achieved, then 100% of applicable STI payable.

15% w
eighting on employee net promoter score.

If achieved, then 100% of applicable STI payable.

T
OTAL STI 81.3% $172,656
LTI2018
Group CEO
R
etention Plan
100% weighting on continued tenure.

An allocation of 200,000 shares vested in 2021.
2021
LTI Plan
1
50% weighting on Vista Group recurring revenue
in 2021, 2022 and 2023. The threshold to achieve
is 90% with pro-rata payment through to 100%.
50
% weighting on continued tenure in 2021,
2022 and 2023.
T
OTAL LTI 97.4%$556,834
TOTAL STI & LTI93.0%$729,490
1 These rights convert to shares on 1 April 2022. A share price at 31 December 2021 has been used for this table.
Corporate governance • 6766

Share-based schemes
New schemes in 2021
In the year ended 31 December 2021, Vista Group
granted rights under the following employee share-
based schemes:
2021 LTI Scheme: Vista Group granted 1,237,668
rights to ELT and other select senior management.
One third of a participating employee’s rights are
eligible to vest each year of the three-year term of
the scheme based on:
•

the achiev
ement of Vista Group recurring revenue
targets set by the Board, with 100% of the share
rights (one sixth of the total share rights) vesting
on achievement of the target.
•
c
ontinued tenure with Vista Group, with 100% of
the share rights (one sixth of the total share rights)
vesting where the condition has been satisfied.
Share-based schemes with conditions met
The following share-based schemes met the
required performance targets resulting in rights
vesting in the year ended 31 December 2021:
•

Vist
a Group Recognition Scheme: The VGRS
was offered to all Vista Group employees based
in New Zealand, the United Kingdom and the
United States (other than the CEO) to encourage
retention and to recognise the performance
of employees during the pandemic. Vesting
was conditional on continued tenure of
the participating Vista Group employees.
On 23 November 2021, 419 Vista Group
employees were issued 2,410,683 Vista Group
shares under the VGRS. Vista Group intends
to offer the VGRS again in 2022.
•

Gr
oup CEO Retention Plan: Rights under
this award were granted in 2018 to the CEO
conditional on continued tenure. In April 2021,
200,000 shares vested under the Group CEO
Retention Plan. In 2020, the CEO was granted
500,000 share rights under the Group CEO
Retention Scheme. 100,000 of these share rights
will vest in April 2022 and 400,000 will vest in
April 2023 conditional on the CEO’s continued
tenure with Vista Group.
Share-based schemes that lapsed
The following schemes did not meet the required
performance targets resulting in the relevant rights
lapsing in the year ended 31 December 2021:
•

2018 L
TI Scheme: Vista Group granted 329,280
rights to the CEO, ELT and other senior
management. Rights granted under this scheme
vest annually over a three-year vesting period.
The vesting of rights was conditional on the
achievement of specified revenue and EBITDA
targets. 164,640 rights have vested under this
scheme in previous years. The remaining 164,640
rights lapsed during 2021 as a result of the 2020
targets having not been achieved.
•
2019 LTI Scheme: Vista Group granted 275,310
rights to the CEO, ELT and other senior
management. Rights granted under this scheme
vest annually over a three-year vesting period.
The vesting of rights was conditional on the
achievement of specified revenue and EBITDA
targets. No rights have vested under this scheme
in previous years. All of the rights lapsed during
2021 as a result of the 2021 targets having not
been achieved.
•

2019 M
ovio CEO (Variable) Scheme: Vista Group
granted a variable amount of performance
rights in 2019 to the Movio CEO. Rights granted
under this scheme vest annually over a three-
year vesting period. The vesting of rights was
conditional on the achievement of specified
revenue and EBITDA targets for Movio. No rights
have vested under this scheme in previous years.
All of the rights lapsed during 2021 as a result of
the 2021 targets having not been achieved.
Performance rights outstanding
The total number of outstanding rights granted to Vista Group employees at 31 December 2021 are detailed
in the table below:
GRANT YEAR PLAN TYPE 2022 2023 2024 TOTAL
2020 Group CEO Retention Plan 100,000 400,000 - 500,000
2021 LTI Plan 412,556 412,556 412,556 1,237,668
Total outstanding rights 512,556 812,556 412,556 1,737,668
2021 director remuneration
Director remuneration is paid from the total directors’ fee pool of $725,000 approved by Vista Group’s
shareholders at the ASM held on 26 May 2021. No increase to the fee pool is proposed for 2022.
Directors’ fees are calculated as set out below:
POSITION HELDNZ$
Chair $180,000
Director $85,000
ARC Chair $15,000
ARC member $10,000
NRC Chair $15,000
NRC member $10,000
The 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 2021 are set out in the table below:
DIRECTOR FURTHER DETAILS
BOARD
FEES
ARC
FEES
NRC
FEES
TOTAL
DIRECTOR
FEES
1
EXECUTIVE
REM
TOTAL
DIRECTOR
COST
Susan Peterson Chair 180,000 - - 180,000 - 180,000
Claudia Batten Appointed 1 Jan 2021 85,000 - 10,000 95,000 - 95,000
Brian Cadzow Resigned 31 Mar 2021 24,437 - - 24,437 24,437
Murray Holdaway - - - -211,181211,181
James Miller Appointed 31 Aug 2021 28,333 3,333 - 31,666 - 31,666
Cris Nicolli NRC Chair 85,000 10,000 15,000 110,000 - 110,000
James Ogden ARC Chair 85,000 15,000 10,000 110,000 - 110,000
Kirk Senior 85,00010,000 -95,000- 95,000
To t a l 572,770 38,333 35,000 646,103- 857,284
1 Total director fees of $646,103 is within the $725,000 directors’ fee pool approved at the ASM on 26 May 2021.
Directors are reimbursed for all reasonable and properly documented expenses incurred in performing
their duties as Vista Group directors. With the exception of Murray Holdaway as an Executive Director, no
additional payments or benefits were received by directors during 2021.
As an Executive Director, Murray Holdaway is entitled to taxable benefits, including 3% employer KiwiSaver
contributions on base salary, employer sponsored Southern Cross health insurance, and employer
sponsored life insurance.
Corporate governance • 6968

Disclosure of directors’ interests
Section 140(1) of the Companies Act 1993 requires a director of a company to disclose certain interests.
Under subsection (2) a director can make disclosure by giving a general notice in writing to the Company of
a position held by a director in another named company or entity. The particulars included in the Company’s
Interests Register as at 31 December 2021 are set out in the table below:
NAME OF DIRECTORENTITYNATURE OF GENERAL DISCLOSURE
Susan Peterson Arvida Group Limited (NZX : ARV)Non-Executive Director
Property for Industry Limited (NZX : PFI)Non-Executive Director, Chair of Audit and Risk
Committee, and member of Remuneration Committee
Trustpower Limited (NZX : TPW)
1
Non-Executive Director, Chair of People and
Remuneration Committee, and member of Audit
and Risk Committee
X
ero Limited (ASX : XRO)Non-Executive Director, Chair of People and
Remuneration Committee and member of the
Nominations Committee
Craigs Investment PartnersNon-Executive Director, member of the
Audit and Risk Committee, Chair of People
and Remuneration Committee
Global W
omenTrustee
Peterson Mellsop Family TrustTrustee and Beneficiary
Claudia Batten Air New Zealand Limited (NZX:AIR)Non-Executive Director, member of
Audit and Risk Committee
Serko Limited (NZX : SKO)Non-Executive Chair
Westpac New Zealand LimitedDigital Adviser to the Board
Murray Holdaway Invista Share Nominee LimitedDirector and Shareholder
Kaha Software LimitedDirector and Beneficial Shareholder
Lido Cinema LimitedBeneficial Shareholder
Auckland United Football ClubChair
The Awhero Nui TrustTrustee
Holdaway and Geary TrustTrustee
Directors’ disclosures
NAME OF DIRECTORENTITYNATURE OF GENERAL DISCLOSURE
James Miller The New Zealand Refining Company Limited
(NZX:NZR)
Non-Executive Director
NZX Limited (NZX:NZX)Non-Executive Chair
Mercury NZ Limited (NZX & ASX:MCY)Non-Executive Director
Accident Compensation Corporation
2
Non-Executive Chair
Cris NicolliEmpired Limited (ASX:EPD)
3
Non-Executive Director, Chair of Nominations
and Remuneration Committee
P
layside Studios LimitedNon-Executive Chair
ReadCloud LimitedNon-Executive Chair
Kadasig Aid & Development (Not For Profit Charity)Treasurer
Nicolli Holdings Pty Ltd (Family Investment)Director
Nicolli Family Superannuation FundTrustee
James Ogden Summerset Group Holdings Limited (NZX : SUM)Non-Executive Director and Chair of Audit

and Risk Committee
F
oundation Life (NZ) LimitedDirector and Chair of Audit and Compliance
Committee
NZ Markets Disciplinary TribunalMember and 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 Senior Outpost Central Ltd (trading as Wildeye)Consultant
Kirk Senior Pty LimitedDirector and Shareholder
Senior Family Super Fund Pty LimitedDirector and Shareholder
Honey For Life Pty Ltd Shareholder
Kirk Senior Family TrustTrustee
1 Susan Peterson retired from the Board of Trustpower Limited with effect from 22 September 2021.
2 James Miller retired from the Board of Accident Compensation Corporation with effect from 31 December 2021.
3 Cris Nicolli retired from the Board of Empired Limited with effect from 10 November 2021.
Corporate governance • 7170

Directors’ and officers’ 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.
Subsidiary companies
The directors of subsidiaries of Vista Group at 31 December 2021 are listed in the table below:
COMPANY NAME DIRECTORSFURTHER INFORMATION
Flicks Limited New Zealand 100% Matthew Cawte, Kelvin Preston, Kimbal Riley No changes
Maccs International B.V. Netherlands 100% Vista Entertainment Solutions (NL) B.V. No changes
MovieXchange Limited New Zealand 100% Matthew Cawte, Kelvin Preston, Kimbal Riley Amalgamated with MovieXchange
International Limited in 2021
Movio (IP) Limited New Zealand 100% Matthew Cawte, Kelvin Preston, Kimbal Riley No changes
Movio Limited New Zealand 100% Matthew Cawte, Kelvin Preston, Kimbal Riley Amalgamated with Virtual Concepts Limited
in 2021
Movio, Inc. United States 100% Matthew Cawte, Kelvin Preston, Kimbal Riley No changes
Numero Limited New Zealand 100% Matthew Cawte, Kelvin Preston, Kimbal Riley No changes
Numero (Aust) Pty Ltd Australia 100% Matthew Cawte, Kelvin Preston, Kimbal Riley,
Kirk Senior
No changes
Powster, Inc. United States 50% Kirk Senior, Steven Thompson No changes
Powster Ltd United Kingdom 50% Nicholas Patsides, Kimbal Riley, Kirk Senior,
Steven Thompson
No changes
S.C. Share Dimension S.R.L. Romania 100% Share Dimension B.V. No changes
Senda DO Brasil Serviços de Tecnológia LTDA. Brazil 60% Armando Mejias, Gustavo Ortega No changes
Share Dimension B.V. Netherlands 100% Vista Entertainment Solutions (NL) B.V. No changes
Vista (IP) Limited New Zealand 100% Matthew Cawte, Kelvin Preston, Kimbal Riley No changes
Vista Entertainment Solutions Limited New Zealand 100% Matthew Cawte, Kelvin Preston, Kimbal Riley No changes
Vista Entertainment Solutions (Asia) Sdn. Bhd. Malaysia 100% Matthew Cawte, Kelvin Preston, Kimbal Riley No changes
Vista Entertainment Solutions (Canada) Limited Canada 100% Matthew Cawte, Kelvin Preston, Kimbal Riley No changes
Vista Entertainment Solutions (NL) B.V. Netherlands 100% Matthew Cawte, Kelvin Preston, Kimbal Riley No changes
Vista Entertainment Solutions (Spain), S.L.U. Spain 100% Matthew Cawte, Kelvin Preston, Kimbal Riley No changes
Vista Entertainment Solutions (UK) Limited United Kingdom 100% Matthew Cawte, Kelvin Preston, Kimbal Riley No changes
Vista Entertainment Solutions (USA), Inc. United States 100% Matthew Cawte, Kelvin Preston, Kimbal Riley No changes
Vista Group Limited New Zealand 100% Kelvin Preston No changes
Vista International Entertainment Solutions
South Africa (Pty) Ltd
South Africa 100% Matthew Cawte, Kelvin Preston, Kimbal Riley No changes
Vista Latin America, S.A. de C.V. Mexico 60% Murray Holdaway, Kimbal Riley, Brian
Cadzow, Armando Mejias, Gustavo Ortega
No changes
VPF Hub GmbH Germany 90% Sven AndersonNo changes
Company disclosures
Directors’ Vista Group shareholdings
The number of Vista Group shares in respect of
which each director had an interest as at 31 January
2022 is set out in the table below:
DIRECTOR
NUMBER OF VISTA
GROUP SHARES
% OF SHARES
ON ISSUE
Susan Peterson 122,271 0.053%
Claudia Batten – –
Murray Holdaway 6,786,000 2.966%
James Miller 74,500 0.033%
Cris Nicolli 87,152 0.038%
James Ogden 522,996 0.229%
Kirk Senior 861,936 0.377%
Directors’ Vista Group share dealings
During 2021, there were no disclosures required
to be made in accordance with section 148 of
the Companies Act 1993 and section 304 of the
Financial Markets Conduct Act 2013.
Corporate governance • 7372

Twenty largest shareholders
Vista Group’s 20 largest shareholders and their shareholdings at 31 January 2022 are
set out in the table below:
RANKREGISTERNAME OF TOP 20 SHAREHOLDERSNUMBER OF SHARES% OF ISSUED SHARES
1NZLTea Custodians Limited
1
36,986,87016.00%
2AUSJ P Morgan Nominees Australia Pty Limited 17,575,4797.60%
3AUSCiticorp Nominees Pty Limited 14,036,4536.07%
4NZLCitibank Nominees (NZ) Ltd

1
11,049,4624.78%
5AUSHSBC Custody Nominees (Australia) Limited 9,265,2374.01%
6AUSNational Nominees Limited 8,368,7493.62%
7NZLNational Nominees New Zealand Limited

1
7,794,9223.37%
8NZLCustodial Services Limited 7,501,1183.24%
9NZLNew Zealand Superannuation Fund Nominees Limited

1
7,282,5153.15%
10NZLBrian John Cadzow & Julie Ann Cadzow
& Peter Allen Lewis
7,049,0
653.05%
11NZLMurray Lawrence Holdaway & Helen Rachel Geary

& Stephen John Mcdonald
6,78
6,0002.93%
12NZLBnp Paribas Nominees NZ Limited Bpss40
1
6,724,5162.91%
13NZLHSBC Nominees (New Zealand) Limited
1
6,510,1832.82%
14NZLAccident Compensation Corporation
1
6,353,5042.75%
15NZLNew Zealand Depository Nominee 5,106,6472.21%
16NZLHobson Wealth Custodian Limited 5,022,3442.17%
17NZLJPMORGAN Chase Bank

1
4,355,5481.88%
18AUSBnp Paribas Noms Pty Ltd 3,780,3091.63%
19NZLBruce Alexander Wighton & Marianne Bachler

& Peter John Clark
3,668,99
51.59%
20NZLGregory James Trounson & Donald Mackenzie Gibson
& Kathryn Mary Lee Trounson
2,763,8831.20%
Total of top 20 shareholders 177,981,79976.97%
Total shares on issue
231,225,495100.00%
1 Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial service that allows electronic trading of securities by its members.
Analysis of shareholdings as at 31 January 2022
SIZE OF HOLDING NUMBER OF HOLDERS NUMBER OF SHARES HOLDING QUANTITY %
1 to 1,000 1,273 661,996 0.29%
1,001 to 5,000 1,729 4,608,898 1.99%
5,001 to 10,000 530 3,867,471 1.67%
10,001 to 50,000 476 10,090,2654.36%
50,001 to 100,000 51 3,564,887 1.54%
> 100,000 69 208,431,978 90.14%
To t a l 4,128 231,225,495 100.00%
Substantial Product Holdings
According to notices given under the Financial Markets Conduct Act 2013, the following persons were
Substantial Product Holders in Vista Group ordinary shares at 31 December 2021 in respect of the number of
voting securities set opposite their names:
NAME OF SUBSTANTIAL PRODUCT HOLDERNUMBER OF SHARES
Fisher Funds Management Limited31,136,466
FIL Limited 21,163,635
Spheria Asset Management Pty Ltd 17,587,045
Shareholder information
Corporate governance • 7574

Other disclosures
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).
Waivers from NZX or ASX
Vista Group did not apply for, was not granted, and
did not rely on, any waivers from the NZX or ASX
during the year ended 31 December 2021.
Exercise of NZX powers
The 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 2021.
Registration as a foreign company
Vista Group has registered with the Australian
Securities and Investments Commission as a foreign
company and has been issued with the Australian
Registered Body Number of 600 417 203.
ASX disclosures
Vista Group holds a foreign exempt listing on the
ASX. As a requirement of admission Vista Group
must make the following disclosures:
•

Vista Gr
oup’s place of incorporation
is New Zealand.
• Vista Group is not subject to Chapters 6, 6A,
6B and 6C of the Australian Corporations Act
2001 dealing with the acquisition of shares
(including substantial holdings and takeovers).
Takeover offer protocol
Vista Group’s Board has adopted a Takeover
Response Manual that provides a comprehensive
framework to be followed in the event that Vista
Group receives, or in anticipation of receiving,
a takeover offer. Vista Group has established
relationships with appropriate professional advisers
to support Vista Group and the Board through any
takeover offer process. The Takeover Response
Manual provides for the establishment of a response
committee to take all necessary actions in respect
of a takeover offer. The response committee is
comprised of Independent Directors, excluding any
director that has a direct or indirect relationship,
including with the bidder or any significant
shareholder in Vista Group, that could reasonably
influence the director’s decision making in respect
of the takeover offer.
Dividends
Due to the impacts of the COVID-19 pandemic
on the global film industry and, in turn, on Vista
Group’s businesses, the Board resolved not to pay
a dividend in respect of the 2021 financial year. The
Board will revisit payment of dividends once the
Board reasonably determines that the impacts of
the pandemic on the global film industry and Vista
Group’s businesses have sufficiently subsided.
Current Dividend policy: Vista Group’s dividend
policy is to pay 30% to 50% of net profit after
tax, subject to immediate and future growth
opportunities and identified capital expenditure
requirements.
Credit rating
As at the date of this Annual Report, Vista Group
does not have a credit rating.
Net tangible assets
Vista Group’s net tangible assets per share
(excluding treasury stock) as at 31 December 2021
was $0.21883400, compared with $0.27469786
at 31 December 2020 (restated due to the
US sales tax provision, see section 8.1 of the
financial statements).
Donations and lobbying
Vista Group made donations of $127,000 during the
2021 financial year (2020: $103,399). This included
a donation of $100,000 to the Vista Foundation.
Vista Group does not make donations to political
parties and did not make any donations to a
political party during the year ended 31 December
2021. Vista Group does not make any expenditures
for lobbying purposes and did not make any
expenditures for lobbying purposes during the year
ended 31 December 2021.
Modern slavery and human trafficking
statement
Vista Group has published a joint statement (on
behalf of itself and Vista Entertainment Solutions
(UK) Limited) setting out the steps it has taken
during the 2021 financial year, and the actions it
will take during the 2022 financial year, to identify
and mitigate potential modern slavery and human
trafficking risks related to its business and in its
supply chains. The statement is available in
Investor Centre section of Vista Group’s website
at www.vistagroup.co.nz.
Corporate governance • 7776

Shareholder enquiries
Shareholders can view their investment portfolio,
change their address, supply their email, update
their details or payment instructions by contacting
Vista Group’s share registrar Link Market Services
Limited (see Directory for contact details) with their
CSN and FIN numbers.
Investor information
Vista Group’s website at www.vistagroup.co.nz
provides information regarding Vista Group,
its Board, CEO, ELT and businesses.
The Investor Centre section of Vista
Group’s website includes all regular investor
communications and reports, information on
Vista Group’s latest operating and financial results,
dividend payments, news and share price.
Electronic shareholder communication
Shareholders that would like to receive Vista Group
communications and reports electronically can do
this by updating their details with Vista Group’s
share registrar, Link Market Services Limited.
Shareholders can contact Link Market Services
using the contact details included in the Directory.
Rights and privileges
Under Vista Group’s constitution and the
Companies Act 1993, each Vista Group share gives
the holder a right to:
•
att
end and vote at a meeting of shareholders,
including the right to cast one vote per share on
a poll on any resolution, such as a resolution to:
–appoint or remove a director;
–adop
t, revoke or alter the constitution;
–approve a major transaction (as that term is defined
in the Companies Act 1993);
–appr
ove the amalgamation of Vista Group under
section 221 of the Companies Act 1993; or
–plac
e Vista Group into liquidation;
• receive an equal share in any distribution,
including dividends, if any, authorised by the
Board and declared and paid by Vista Group
in respect of that share;
•

r
eceive an equal share with other shareholders
in the distribution of surplus assets in any
liquidation of Vista Group;
• be sent certain information, including notices
of meeting and Vista Group reports sent to
shareholders generally; and
•
ex
ercise the other rights conferred upon
a shareholder by the constitution and the
Companies Act 1993.
Information about Vista Group ordinary shares
This statement sets out information about the rights, privileges that attach to
Vista Group ordinary shares.
Information for shareholders
Share cancellation
In certain circumstances, Vista Group shares could
be cancelled by the Company through a reduction
of capital, share buy-back or other form of capital
reconstruction approved by the Board and, where
applicable, the shareholders.
Sale of less than a Minimum Holding
Vista Group may, at any time, give notice to a
shareholder holding less than a Minimum Holding
of shares (as that term is defined in the NZX Listing
Rules) that if, at the end of three months after the
date the notice is given, shares then registered in
the name of the holder are less than a Minimum
Holding, Vista Group may sell those shares on
market (including through a broker acting on
Vista Group’s behalf), and the holder is deemed
to have authorised Vista Group to act on behalf
of the holder and to sign all necessary documents
relating to the sale.
Corporate governance • 7978

Financial
statements
Directors’ report
The Board of Directors present the financial statements of
Vista Group for the year ended 31 December 2021 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 2021
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 28 February 2022.
James Ogden
Chair Audit and Risk Committee
Susan Peterson
Chair
Income statement
For the year ended 31 December 2021

20212020
NZ$mNZ$m
CONTINUING OPERATIONSSECTIONRestated
1
Total revenue2.1, 2.298.1 87.5
Cost to serve
2
2.3(36.4)(37.5)
Gross profit61.7 50.0
Sales and marketing costs2.3(9.3)(9.8)
Research and development costs2.3(22.3)(18.8)
General and administration costs2.3(23.1)(33.6)
Foreign currency (losses) / gains (0.5)0.8
Total operating expenses
2
2.3(55.2)(61.4)
EBITDA
3
2.26.5 (11.4)
Amortisation4.5(7.8)(7.3)
Depreciation4.2, 4.7(6.1)(10.4)
Finance costs(2.0)(2.2)
Finance income0.5 0.7
Share of equity accounted loss from associates and JVs4.3(2.0)(3.0)
Other gains and losses2.3(1.4)(31.3)
Loss before tax (12.3)(64.9)
Taxation benefit5.12.4 7.8
Loss for the year (9.9)(57.1)
Loss for the year is attributable to: 
Owners of the parent(9.8)(51.8)
Non-controlling interests(0.1)(5.3)
Loss for the year (9.9)(57.1)
 
Basic and diluted earnings per share (cents)6.2($0.04)($0.24)
1 See section 8.1 for information of restatement of prior period US sales tax obligations.
2 See section 1.2 for information on the reclassification of cost to serve and total operating expenses.
3
EBITDA is a non-GAAP measure which is defined as earnings before net finance costs, income tax, depreciation, amortisation, “other gains and losses” (see section 2.3) and
share of equity accounted results from associates and joint ventures.
The above statement should be read in conjunction with the accompanying notes.
Financial statements • 8180

Statement of other comprehensive income
For the year ended 31 December 2021

20212020
NZ$mNZ$m
SECTIONRestated
Items that may be reclassified subsequently to the income statement
1

Translation of foreign operations2.3 (2.9)
Items that will not be reclassified to the income statement
Excess income tax benefit on share-based payments5.10.6 -
Total other comprehensive income / (loss) 2.9 (2.9)
Loss for the year(9.9)(57.1)
Total comprehensive loss for the year (7.0)(60.0)
Total comprehensive loss for the year is attributable to:
Owners of the parent(7.0)(54.9)
Non-controlling interests- (5.1)
Total comprehensive loss for the year (7.0)(60.0)
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.
Statement of changes in equity
For the year ended 31 December 2021
ATTRIBUTABLE TO THE OWNERS OF THE PARENT
2021SECTION
CONTRIBUTED
EQUITY
$NZm
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 2021126.0 33.1 (0.5)1.3 159.9 1.9 161.8
Total comprehensive income movement:
Loss for the year-(9.8)--(9.8)(0.1)(9.9)
Other comprehensive income
2
0.6 -2.2 -2.8 0.1 2.9
Total comprehensive income / (loss)0.6 (9.8)2.2 -(7.0)-(7.0)
Transactions with owners:

Share-based payments6.1, 6.54.7 --0.4 5.1 -5.1
Distribution on wind-up of subsidiary-----(0.1)(0.1)
Balance at 31 December 2021131.3 23.3 1.7 1.7 158.0 1.8 159.8
2020
Balance at 31 December 201961.8 85.8 2.6 2.1 152.3 11.2 163.5
Prior period adjustments
1
8.1-(0.9)--(0.9)-(0.9)
Restated balance at 1 January 202061.8 84.9 2.6 2.1 151.4 11.2 162.6
Total comprehensive income movement:
Restated loss for the year
1
8.1-(51.8)--(51.8)(5.3)(57.1)
Other comprehensive (loss) / income
2
--(3.1)-(3.1)0.2 (2.9)
Total comprehensive loss-(51.8)(3.1)-(54.9)(5.1)(60.0)
Transactions with owners:

Issue of equity6.162.3 ---62.3 -62.3
Step acquisitions6.10.6 ---0.6 (2.8)(2.2)
Share-based payments6.1, 6.51.3 --(0.8)0.5 -0.5
Dividends paid-----(1.4)(1.4)
Restated balance at 31 December 2020126.0 33.1 (0.5)1.3 159.9 1.9 161.8
1 See section 8.1 for information of restatement of prior period US sales tax obligations.
2 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.
Financial statements • 8382

Statement of financial position
As at 31 December 2021

20212020
NZ$mNZ$m
SECTIONRestated
CURRENT ASSETS
Cash60.467.1
Trade and other receivables4.136.538.6
Net investment in sublease4.80.5-
Income tax receivable 2.21.1
Total current assets99.6106.8
NON-CURRENT ASSETS 
Property, plant and equipment4.24.04.8
Lease assets4.715.620.8
Net investment in sublease4.82.2-
Investment in associates and JVs4.311.613.6
Goodwill4.455.754.7
Other intangible assets4.539.835.1
Deferred tax asset5.214.616.9
Total non-current assets 143.5145.9
Total assets 243.1252.7
CURRENT LIABILITIES 
Borrowings - related parties3.20.6-
Trade and other payables4.618.717.9
Lease liabilities4.74.83.3
Deferred revenue4.920.519.0
Contingent consideration-0.4
Provisions4.102.83.8
Income tax payable 0.20.4
Total current liabilities47.644.8
NON-CURRENT LIABILITIES 
Borrowings - external3.216.218.1
Lease liabilities4.717.819.7
Deferred revenue4.90.40.5
Provisions4.100.40.1
Deferred tax liability5.20.97.7
Total non-current liabilities 35.746.1
Total liabilities83.390.9
Net assets 159.8161.8
EQUITY 
Contributed equity6.1131.3126.0
Retained earnings23.333.1
Foreign currency reserve6.41.7(0.5)
Share-based payment reserve6.51.71.3
Total equity attributable to owners of the parent158.0159.9
Non-controlling interests1.81.9
Total equity 159.8161.8
For and on behalf of the Board who approved these financial statements for issue on 28 February 2022.
The above statement should be read in conjunction with the accompanying notes.
Statement of cashflows
For the year ended 31 December 2021
20212020

SECTIONNZ$mNZ$m
CASHFLOWS FROM OPERATING ACTIVITIES 
Receipts from customers105.786.6
Payments to suppliers and employees(92.2)(90.9)
COVID-19 related wage subsidies2.33.15.9
COVID-19 related tax deferrals3.1(2.2)4.0
Taxes paid(1.6)(0.9)
Interest paid(1.5)(1.7)
Net cash inflow from operating activities3.111.33.0
CASHFLOWS FROM INVESTING ACTIVITIES 
Purchase of property, plant and equipment4.2(0.9)(1.4)
Purchase of internally generated software and other intangibles4.5(11.9)(12.8)
Interest received0.20.5
Payment of contingent consideration(0.3)-
Step acquisitions - Maccs and Cinema Intelligence-(3.3)
Net cash applied to investing activities (12.9)(17.0)
CASHFLOWS FROM FINANCING ACTIVITIES 
Issue of ordinary shares6.1-62.3
Lease payments - principal elements4.7(3.0)(5.6)
Loan drawdown - ASB3.2-31.2
Loan repayment - ASB3.2-(24.1)
Loan drawdown - HSBC PPP3.2-3.2
Loan repayment - HSBC PPP3.2(2.8)-
Loan drawdown - related parties3.20.6-
Loan repayment - related parties-(0.9)
Loan establishment fees - ASB-(0.2)
Dividends / liquidation proceeds paid to non-controlling interests(0.1)(1.4)
Net cash (outflow) / inflow from financing activities (5.3)64.5
Net (decrease) / increase in cash (6.9)50.5
Cash at beginning of year67.119.5
Foreign exchange differences0.2(2.9)
Cash at year end 60.467.1
The above statement should be read in conjunction with the accompanying notes.
Susan Peterson
Chair
J
ames Ogden
Chair Audit and Risk Committee
Financial statements • 8584

Notes to the financial statements
1. Basis of preparation
General information
The notes are consolidated into eight 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 detailed 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

R
evenue provisioning
Section 2.3 Recognition of government grants
Section 4.1

Expect
ed credit loss (ECL) provisioning
Section 4.4
Impairment testing of goodwill
Section 4.5

C
apitalisation of development costs
Section 5.2 Recognition of deferred tax assets
Impairment testing of internally generated software is no longer classified as a significant accounting estimate in the current year,
as Vista Group believe the risk of a material adjustment to the carrying amount occurring in the next financial year to be low.
Impairment testing of Vista China is no longer classified as a significant accounting estimate in the current year, as no impairment
review was required to be performed.
1.1 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 28 February 2022.
1.2 Summary of significant accounting policies
Basis of preparation
The financial statements of Vista Group have been prepared in accordance with Generally Accepted Accounting Practice in New
Zealand (NZ GAAP). Vista Group is a for-profit entity for the purposes of complying with NZ GAAP. The financial statements
comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS), other New Zealand financial
reporting standards and authoritative notices that are applicable to entities that apply NZ IFRS. The financial statements also
comply with International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee
(IFRS IC) applicable to companies reporting under IFRS.
The financial statements have been prepared at historical cost, except for contingent consideration which is measured at fair
value.
Representation of these financial statements
Reclassifications from the presentation in the 2020 Annual Report have been made for total revenue within section 2.1, total
operating expenses within the income statement and section 2.3, and the segmental analysis in section 2.2. These reclassifications
have been made to better represent the nature of the revenue and costs of a SaaS business; how key performance indicators
are measured; and to allow for improved comparability. There is no change in the total revenue or total operating expenses
recognised for the 2020 year.
Segment disclosures for the prior comparative year for the Cinema and Corporate segments has been reclassified to include the
$2.2m (2020: $1.5m) maintenance revenues from Vista China (an associate company) within the Cinema segment. This represents
a change in the definition of these segments.
The prior year comparatives are also restated to include the material US sales tax obligations that were identified in the 2021
economic nexus sales tax study, which was completed in the second half of 2021. See section 8.1 for more details.
Basis of consolidation
Vista Group’s financial statements consolidate those of the Company and its subsidiaries as at 31 December 2021. A subsidiary is
an entity over which Vista Group has control. Control is achieved when Vista Group is exposed, or has rights, to variable returns
from its involvement with the investee and has the ability to affect those returns through its power to direct the activities of the
investee.
Consolidation of a subsidiary begins when Vista Group obtains control over the subsidiary and ceases when Vista Group loses
control of the subsidiary. Income and expenses of a subsidiary acquired or disposed of during the year are included within
the income statement from the date Vista Group gains control until the date Vista Group ceases to control the subsidiary.
All subsidiaries have a reporting date of 31 December. In preparing the financial statements, all inter-entity balances and
transactions, and unrealised profits and losses, arising within the consolidated entity have been eliminated in full. A change in the
ownership interest of a subsidiary without a loss of control is accounted for as an equity transaction.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profit or loss and net assets that is
not held by Vista Group. Vista Group attributes total comprehensive income to the Company and the non-controlling interests
based on their ownership interests.
Vista Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity
owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and
non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment
to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable
to the owners of the Company.
New accounting standards
There are no new or amended standards and interpretations which have been adopted in the year ended 31 December 2021 that
have a material impact on Vista Group.
Following the publication of the IFRS IC agenda decision on Configuration or Customisation costs in a Cloud Computing
Arrangement in March 2021, Vista Group has considered and concluded that there is no change of accounting policy required.
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2021
reporting year and have not been early adopted by Vista Group. These standards are not expected to have a material impact on
Vista Group in the current or future reporting years, or on foreseeable future transactions.
Notes to the financial statements • 8786

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.
Revenue by category
20212020
NZ$m%NZ$m%
SaaS revenue27.8 23.9
Non-SaaS revenue53.6 41.6
Recurring revenue81.4 83%65.5 75%
Perpetual software5.4 6.2
Hardware1.5 3.3
Services & development - one off9.5 11.9
Other revenue0.3 0.6
Non-recurring revenue16.7 17%22.0 25%
Total revenue
1
98.1 100%87.5 100%
1 See section 1.2 for information on the reclassification of total revenue. No individual customer exceeded 10% of revenue in either the current or prior comparative year.
Non-GAAP financial measures
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.
SaaS revenues are those derived from subscription-based cloud-hosted software, with the software located on externally
provided servers.
Non-SaaS revenues are those derived from recurring revenue streams that are not cloud-hosted software.
Revenue process and policy
The following details Vista Group’s new approach to categorising revenue:
REVENUE
CATEGORYREVENUE TYPESEGMENTDESCRIPTION
TIMING OF REVENUE
RECOGNITION
SaaS revenue
Recurring
revenue
Vista recurring
subscriptions
– annual fee
Vist
a CinemaA subscription for the
right to access the Vista
Cinema cloud-hosted
software.
Over time - Benefits are
simultaneously received
and consumed; revenue
is recognised over the
contract term.
Vista recurring
subscriptions

– variable fee
Vist
a CinemaVariable revenue based
on the number of tickets
sold.
Point in time - Variable
fees recognised at the
end of each month once
usage-based quantities
are known.
Movio Cinema

– annual fee
M
ovioMovio Cinema
cloud-hosted data,
marketing and analytics
platform. Customers
are charged an annual
access fee to the
platform plus a variable
component (see below).
Over time - Platform
access is recognised
over time as benefits are
simultaneously received
and consumed.
Movio Cinema

– variable fee
M
ovioVariable revenue based
on the number of active
members managed
and the number of
promotional messages
sent during a given
period.
Point in time - Variable
license revenue is
recognised at the end
of each month once
usage-based quantities
are known.
Movio Research

– platform fee
M
ovioMovio Research
cloud-hosted data,
marketing and analytics
platform.
Over time - Platform
access is recognised
over time as benefits are
simultaneously received
and consumed.
Maccs platforms

– annual fee
A
GC (Maccs)A subscription for
the right to access
the Maccs platforms,
including Maccs Box,
DCHub and Theatrical
Distribution Services.
Over time - Platform
access is recognised
over time as benefits are
simultaneously received
and consumed.
Maccs platforms

– variable fee
A
GC (Maccs)Variable revenue based
on the use of Maccs
platforms, including
Maccs Box, DCHub and
Theatrical Distribution
Services.
Point in time - Variable
license revenue is
recognised at the end
of each month once
usage-based quantities
are known.
Numero platformAGC (Numero)A subscription for the
right to access cloud-
hosted regular box office
reporting.
Over time - Platform
access is recognised
over time as benefits are
simultaneously received
and consumed.
Notes to the financial statements • 8988