Notice of Annual Meeting

Vista Group
International
Limited
Notice of
Annual Meeting
2022
of Shareholders

Items of Business
• Chair’s introduction and address
• CEO’s address
• Resolutions
• General business and
shareholder discussion
Resolutions
To consider, and if thought fit, to pass
the following ordinary resolutions:
Resolution 1
That the Board is authorised
to fix the fees and expenses of
PricewaterhouseCoopers as
auditor for the ensuing year.
Resolution 2
That Kirk Senior be re-elected
as a Director of Vista Group.
Resolution 3
That Cristiano Nicolli be re-elected
as a Director of Vista Group.
Resolution 4
That James Miller be elected as a
Director of Vista Group.

All Resolutions have the unanimous
support of the Board.
Further information relating to
these Resolutions is set out in the
Explanatory Notes accompanying this
Notice of Meeting. Please read and
consider the Resolutions together
with the Explanatory Notes.
By order of the Board of Directors.
Susan Peterson
Chair of the Board
Vista Group International Limited
27 April 2022
Notice of 2022 Annual
Meeting of Shareholders
Notice is given that the Annual Meeting of Shareholders of Vista
Group International Limited (Vista Group) will be held at our
Auckland office at Shed 12, City Works Depot, 90 Wellesley Street
West, Auckland and online at www.virtualmeeting.co.nz/vgl22
on Thursday, 26th May 2022 at 3:00pm.

Explanatory Notes
Resolution 1: Appointment
of auditors and auditors’
remuneration
Pursuant to section 207T
of the Companies Act 1993,
PricewaterhouseCoopers is
automatically re-appointed as the
auditors of Vista Group at the Annual
Meeting. Shareholders are being
asked to resolve that the Board be
authorised to fix the remuneration
of PricewaterhouseCoopers as the
auditors of Vista Group for the 2022
financial year.
Resolutions 2, 3 and 4:
Re-election and election
of directors
In accordance with NZX Listing Rule
2.7.1, Kirk Senior and Cristiano Nicolli
both retire by rotation and, each
being eligible, offer themselves for re-
election. James Miller retires following
his appointment by the Board in
August 2021, and being eligible, offers
himself for election.
The Board (other than Kirk Senior,
Cristiano Nicolli and James Miller
with respect of their own positions)
unanimously recommends that you
vote in favour of the re-election of Kirk
Senior and Cristiano Nicolli, and the
election of James Miller, as Directors.
The Board supports their re-election
and election (as applicable) as it
considers their respective experience
and skill sets contribute to the overall
mix of functional and strategic
competencies required by Vista Group.
For the purposes of the NZX Listing
Rules, in the Board’s view:
• If Kirk Senior is re-elected as a
Director, he will not qualify as
an Independent Director;
• If Cristiano Nicolli is re-elected
as a Director, he will qualify as
an Independent Director; and
• If James Miller is elected as a
Director, he will qualify as an
Independent Director.

Kirk Senior (BCom, CA)
Kirk Senior is a Non-Independent Non-Executive Director of Vista Group,
a member of Vista Group’s Audit and Risk Committee, and was previously
Vista Group’s Executive Chair.
Kirk brings a strong international film industry background gained from 18
years with the Village Roadshow Group and 10 years (2010 – 2020) as Vista
Group’s Executive Chair. Kirk was formerly Chief Executive Officer (and
prior to that, Chief Financial Officer) of Village Cinemas, one of the world’s
leading cinema companies. Kirk was also a director of Village Cinemas and
many of its subsidiaries and joint ventures throughout the world.
Prior to Village Cinemas, Kirk was a chartered accountant with Ernst &
Young in Australia and the United Kingdom.
Cristiano (Cris) Nicolli (BMS, FAICD)
Cris Nicolli is an Independent Non-Executive Director of Vista Group. Cris
is Chair of Vista Group’s Nominations and Remuneration Committee and a
member of Vista Group’s Audit and Risk Committee.
Cris is also the Non-Executive Chair of ASX listed Playside Studios
(ASX:PLY), Non-Executive Chair of ASX listed ReadCloud (ASX:RCL) and
has previously been a Non-Executive Director of both Empired (ASX:EPD)
and OtherLevels Holdings (ASX:OLV).
Cris brings strong expertise in the IT industry, together with experience in
growing and building multi-faceted IT-based businesses. He has a strong
balance of commercial and governance skills.
Cris started his professional life in finance and accounting with roles in New
Zealand and the United Kingdom, before he moved into the IT industry
where he has held sales, sales management, marketing, consulting, software
and services leadership positions. These leadership positions included 20
years in senior management at Digital/Compaq and 12 years at (at that time
ASX-listed) UXC Limited (five of those years as Chief Executive Officer and
Managing Director).
Cris is a Fellow of the Australian Institute of Company Directors (FAICD) and
a past member of the New Zealand Society of Accountants.
Brief biographical details of each of Kirk Senior,
Cristiano Nicolli and James Miller are set out below:

James Miller (BCom, FCA)
James Miller is an experienced commercial director. James is regarded as
one of New Zealand’s most experienced Chairs of listed company Audit and
Risk Committees.
James has extensive listed company experience. James is the Non-Executive
Chair of NZX and a Non-Executive Director of both Mercury NZ (NZX:MCY)
and Channel Infrastructure NZ (NZX:CHI). James has previously held Board
positions with Auckland International Airport (NZX:AIA), the Financial
Markets Authority and Deputy Chair of Accident Compensation Corporation.
James is currently Chair of the Audit and Risk Committees for Mercury and
Channel Infrastructure. James was previously the Chair of the Audit and
Risk Committee for Auckland International Airport and the Chair of the
Investment Committee for Accident Compensation Corporation.
James is a qualified Chartered Accountant and is a Fellow of the Institute
of Chartered Accountants of New Zealand, a Certified Securities Analyst
Professional, an accredited Director of the Institute of Directors in NZ
Inc, a Fellow of the Institute of Finance Professionals New Zealand and a
Chartered Fellow of the Institute of Directors (CFInstD). He holds a Bachelor
of Commerce from Otago University and is a graduate of The Advanced
Management Program, Harvard Business School (USA).

Important information
Annual Meeting
of Shareholders
Shareholders will be able to attend
and participate in the Annual Meeting
in person at Vista Group’s offices
located at Shed 12, City Works Depot,
90 Wellesley Street West, Auckland,
and virtually via an online platform
provided by our share registrar, Link
Market Services at www.virtualmeeting.
co.nz/vgl22.
Please note that if you wish to
attend in person, you will need to
wear a facemask in order to enter
the premises. If there are additional
lockdown restrictions as a result of
COVID that require changes to the
arrangements for the Annual Meeting,
which may include a decision to hold
the meeting online only, we will update
you via announcements to NZX.
Shareholders attending and
participating in the Annual Meeting in
person will be able to ask questions
during the meeting. A proxy form is
enclosed with this Notice of Meeting
which allows you to vote on the
resolutions notified in this Notice of
Meeting. Please bring this form with
you to the meeting, as the barcode will
assist with your registration.
Shareholders attending and
participating in the Annual Meeting
virtually via the online platform will be
able to vote and ask questions during
the Annual Meeting. More information
regarding virtual attendance at the
Annual Meeting (including how to
vote and ask questions virtually
during the Meeting) is available in
the Virtual Annual Meeting Online
Portal Guide available at https://bcast.
linkinvestorservices.co.nz/generic/
docs/OnlinePortalGuide.pdf.
Voting And Proxies
Shareholders may vote in person at
the Annual Meeting, cast an online
or postal vote, or appoint a proxy to
attend the Annual Meeting and vote in
their place. Shareholders should also
refer to the enclosed voting/proxy form
for further details in relation to voting.
A body corporate which is a
Shareholder may appoint a
representative to attend on its behalf
in the same manner as that in which it
could appoint a proxy.
A proxy need not be a Shareholder of
Vista Group. A Shareholder who wishes
to do so may appoint the Chair of the
Meeting to act as proxy.
A proxy will vote as directed in the
voting/proxy form or, if voting is left
to the proxy’s discretion, then the
proxy will decide how to vote on the
Resolutions. If the Chair is appointed
as proxy and the voting is left to her
discretion, the Chair intends to vote in
favour of each of Resolutions 1 to 4.

To cast a postal or online vote, or
appoint a proxy, go online to vote.
linkmarketservices.com/VGL or
complete and lodge the enclosed
voting/proxy form with the share
registrar, Link Market Services Limited,
in accordance with the instructions
set out on the form. In either case
the online appointment or vote, or
completed form, must be received not
later than 48 hours before the time
of the holding of the meeting (i.e.
before 3:00pm (New Zealand time) on
Tuesday, 24th May 2022).
Voting Restrictions
No Voting Restrictions (as defined in
the NZX Listing Rules) apply to the
Resolutions.
NZX Register Holders
You will need to enter your CSN/Holder
Number and Authorisation Code (FIN)
to securely complete your online vote
or proxy appointment.
ASX Register Holders
You will need to enter your Holder
Number and postcode to securely
complete your online vote or proxy
appointment.
If you wish to mail the voting/proxy
form then please send it to our share
registry, Link Market Services Limited,
using the postal address stated on the
form. Alternatively, you can scan and
email the completed voting/proxy form
to meetings@linkmarketservices.com
(please use “Vista Group Proxy” as the
subject of your email). The completed
voting/proxy form must be received by
the share registry no later than 3:00pm
(New Zealand time) on Tuesday, 24th
May 2022. Any voting/proxy form
received after that time will not be valid
for the Annual Meeting.
Voting
Voting on all of the Resolutions will
be by way of poll, meaning that each
shareholder of Vista Group has one
vote for each ordinary share in Vista
Group held by that that shareholder.
Voting entitlements for the meeting will
be determined as at 5:00pm on 24th
May 2022. Registered shareholders
at that time will be the only persons
entitled to vote at the meeting (in
person, online or by postal vote or
proxy) and only the shares registered
in those shareholders’ names at that
time may be voted at the Annual
Meeting. Vista Group’s share registry,
Link Market Services Limited, has been
authorised by the Board to receive and
count postal votes at the meeting.
Resolutions 1, 2, 3, and 4 are ordinary
resolutions and must be passed by a
simple majority of the votes of those
Shareholders entitled to vote and
voting on those Resolutions.
More Information
If you have any questions, or require
any further information, please contact
Vista Group’s General Counsel and
Company Secretary, Kelvin Preston, on
+64 9 984 4570.

Directions and parking
How to get to the Annual Meeting
Parking

CARPARK ENTRY
UPPER LEVEL
(Odettes, Best Ugly Bagels)
AUGUSTO
NELSON

STREET

COOK STREET
WELLESLEY STREET WEST
PARK HERE
PARK HERE

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

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




VOTING / PROXY FORM FOR THE 2022 ANNUAL MEETING
Annual Meeting of Vista Group International Limited to be held at Shed 12, City Works Depot, 90 Wellesley Street West, Auckland and online at
www.virtualmeeting.co.nz/vgl22 on Thursday, 26th May 2022 at 3:00pm (New Zealand time). Vista Group International Limited (Vista Group)
will hold its 2022 Annual Meeting of Shareholders in person and online. If you will be attending online, you will require your Holder Number for
verification purposes.

POSTAL VOTE (DIRECT VOTE)
If you do not plan to attend the Annual Meeting, you may vote by postal
vote. Vista Group’s share registry, Link Market Services Limited, has
been authorised by the Board to receive and count postal votes at the
meeting. Vote by making the appropriate election, either online or on
this form, in respect of each item of business. If you make more than one
election in respect of a resolution your vote will be invalid for that
resolution. If you return your postal vote without indicating on any
resolution how you wish to vote, you will be deemed to have abstained
from voting on that resolution. If you complete the postal vote section
and also appoint a proxy, then your postal vote will be cast and your
proxy appointment will not be counted, but your proxy may still attend
the meeting on your behalf. If this form is returned duly signed by a
shareholder with voting instructions completed but without indicating
that it is a postal vote or proxy has been appointed, it will be deemed to
be a postal vote.
APPOINTMENT OF PROXY
Any shareholder who is entitled to attend and vote at the meeting may
appoint a proxy (or representative in the case of a corporate
shareholder) to attend and vote in their place. A proxy need not be a
shareholder of Vista Group. If you return this form or appoint a proxy
online without directing the proxy how to vote on any particular
resolution, you will be deemed to have given your proxy discretion as to
whether and how to vote on that resolution.
Appointing the Chair of the meeting or a Director as your proxy
The Chair of the meeting or any other Director is willing to act as proxy
for any shareholders who appoints her or him for that purpose. In making
such an appointment you acknowledge that they may exercise your vote
even if they have an interest in the outcome of that Resolution. If the
Chair or a Director is appointed as proxy and the voting is left to her or
his discretion, the Chair or Director intends to vote in favour of each of
Resolutions (1) to (4).
Voting Restrictions
No Voting Restrictions (as defined in the NZX Listing Rules) apply to the
Resolutions.


ATTENDING THE MEETING
The 2022 Annual Meeting will be held in person and online. If you
propose to attend the Annual Meeting in person, please bring this
Admission Card/Proxy Form intact to the Meeting, the barcode is
required for registration at the meeting. Shareholders can attend the
online Annual Meeting at
www.virtualmeeting.co.nz/vgl22.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
Where the holding is in one name, the security holder must sign.
Joint holding
Where the holding is in more than one name, either joint
shareholder (or their duly authorised attorney) may sign.
Power of Attorney
If this Proxy Form has been signed by an attorney, a copy of the
power of attorney under which it was signed must accompany this
Proxy Form.
Company
This Proxy Form must be signed by a duly authorised officer or
attorney. Persons who sign on behalf of a company must be acting
with the company’s express or implied authority.
Completed Voting/Proxy Forms must be received at the office of
Vista Group’s share registry, Link Market Services Limited, no later
than 3:00pm (NZ time) on Tuesday, 24
th
May 2022. Any Voting/Proxy
Form received after that time will not be valid for the meeting.
ONLINE PROXY AND POSTAL VOTING (DIRECT VOTE)
To cast an online postal vote or appoint a proxy online please go to
vote.linkmarketservices.com/VGL
Holders on the New Zealand Register will require their CSN/Holder
Number and FIN to vote online.
Holders on the Australian Register will require their Holder
Number and postcode to vote online.
Online proxy appointments or online postal votes (direct votes) must
be lodged no later than 3:00pm (NZ time) on Tuesday, 24
th
May
2022.
Online
vote.linkmarketservices.com/VGL
Scan & Email
meetings@linkmarketservices.com

Deliver in person Fax
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
Mail
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand
General enquiries
+64 9 375 5998
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand
SCAN THIS QR CODE WITH YOUR SMARTPHONE AND VOTE ONLINE






CSN/Holder Number:

VOTING / PROXY FORM
STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
POSTAL VOTING
I wish to vote by postal vote (please tick the box).
My voting intention is indicated in the resolution section below.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Vista Group International Limited
hereby appoint of
name email address
or failing him/her of
name email address
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have
been given, the proxy will vote as he/she sees fit, subject to any applicable restrictions in the NZX Listing Rules and the ASX Listing Rules) at the
Annual Meeting of Vista Group International Limited to be held online at www.virtualmeeting.co.nz/vgl22 on Thursday, 26
th
May 2022 at 3:00pm
(New Zealand time) and at any adjournment of that meeting. If you wish, you may appoint as your proxy ‘The Chair of the Meeting’ or any other
Director.


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

Tick () in box to vote
ORDINARY RESOLUTIONS
For

Against

Proxy
Discretion

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





Resolution 2 That Kirk Senior be re-elected as a Director of Vista
Group.



Resolution 3 That Cristiano Nicolli be re-elected as a Director of
Vista Group.



Resolution 4 That James Miller be elected as a Director of Vista
Group.




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



Contact Name ___Daytime Telephone __________Date ___

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


CSN/Holder Number: