Vista Group Announces Continued ARR Growth

Vista Group
Annual Report
2022

This report is dated 28 February 2023 and signed
on behalf of Vista Group International Limited
by Susan Peterson and James Miller.
Susan Peterson

Chair
Bring more people together
to experience the magic of
movies and cinema by creating
the platform that connects
the industry and powers the
moviegoer experience
Our purpose
Contents
James Miller
Chair Audit and Risk Committee
Letter from the chair 5
Group overview 8
Key strategies for 2023 12
Sustainability 42
Group trading overview 58
Remuneration report 64
Corporate governance 78
Financial statements 110

Dear Shareholder,
Welcome to Vista Group’s Annual Report for 2022.
Over the course of the year, our team has been working
hard to successfully execute our platform strategy, and
we are delighted to be able to share these results with you.
Supporting our clients’ success
Supporting our clients to be more successful
sits at the heart of every decision we make
at Vista Group. The operating environment
across the world has continued to evolve
over the past year and, positioned at the
intersection of technology and the moviegoing
experience, Vista Group is ideally placed to
support our clients to successfully adapt to
these changes.
Our industry leading Vista Cloud SaaS
platform delivers innovation to our clients
more quickly and provides confidence that
their systems give their customers the best
possible experience. At an operational level,
our platform reduces our clients’ workload
and, as a result, provides confidence to
our clients that they have the best systems
available at the lowest possible cost.
Our Vista Cloud platform has ignited strong
interest from cinemas who are excited about
a SaaS future. In 2022, we welcomed the
Australian circuit Wallis Cinema as our first
client to go live on the platform. Since then,
Cineplex (a major Canadian cinema circuit),
and others have committed to transition to
Vista Cloud. As we provide business critical
infrastructure for cinemas, we implement each
transition carefully. This approach, supported
by our great relationships and a clear
understanding by our clients of the value that
we bring to their business, ensures that we are
successfully maintaining these relationships
throughout the platform transition.
As a key part of the platform, we were
delighted to launch Movio Cinema EQ in
November. EQ offers a smarter, faster and
more streamlined solution for cinemas to
improve the way they market movies to
moviegoers. This launch also cemented
the powerful partnership of EQ and Vista
Digital. In the post-pandemic era, there has
been a swing to purchasing tickets, food and
beverage through digital channels. EQ and
Vista Digital provide our exhibitors with new
and innovative ways to serve moviegoers
via web, social, mobile and kiosk. We have
included in this report stories from our clients
who are experiencing the benefits that our
platform has brought to their business.
Letter from the Chair • 54

to sustain the productivity that our clients
demand, and our regular monthly team
surveys have consistently highlighted the
positive working culture that this initiative
has created. We have also invested in a new
learning management platform which will be
rolled out to our team in early 2023.
We have continued to focus on encouraging
a happy and inclusive work environment where
diversity is embraced. This year, we have
welcomed two more female members to the
Executive Leadership Team; Sarah Lewthwaite
(CEO, Movio), and Anna Ferguson (Chief
People Officer, Vista Group). We have also
now commenced reporting to understand
our gender pay gap and what steps we might
take to bring transparency around any areas
of opportunity.
We are also measuring our carbon footprint
and we intend to publish our first voluntary
carbon statement in 2023, using the standards
of TCFD reporting. We are excited that our
Vista Cloud strategy will also assist our clients
to reduce their carbon footprint.
Executive changes
In June 2022, Murray Holdaway, Vista’s
co-founder, stepped down from his role of
Chief Product Officer. Murray remains as a
director on our Board and so we will continue
to benefit from his deep understanding of the
business and the industry.
In December 2022, Kimbal Riley announced
his retirement after five years as Group CEO
and nearly a decade at the company overall.
On behalf of our Board and management
team, I would like to warmly thank Kimbal
for all that he has contributed during his
time at Vista. Kimbal’s leadership through
the challenges that the pandemic presented
the film industry and driving Vista Group’s
strategically important SaaS platform future
have been standout highlights. Kimbal is a
wonderful colleague, mentor and friend for
many and will be greatly missed.
We are delighted that Stuart Dickinson will
commence as our Group CEO in April 2023.
Stuart is an experienced global technology
executive, with more than 25 years of
technology leadership experience, most
recently as APAC applications practice leader
and New Zealand Country Manager of NYSE
listed DXC Technology (NYSE:DXC). Stuart
has led significant transformation programmes
in solutions and systems integration
internationally and we extend a very warm
welcome to him.
We are looking forward to a tremendously
exciting 2023. Our team works passionately
and tirelessly to fulfil our purpose to power
the moviegoer experience, and to help more
of our clients to be more successful. I’d like
to personally thank each and every one
of our team members for their dedicated
contribution throughout the year.
Thank you for the trust you place in Vista
Group and we hope that you and your loved
ones remain safe and well.
Ngā mihi nui.
Susan Peterson
Chair
Our performance
At our October Investor Day, we talked
in greater detail about how our platform
enables us to significantly increase our total
addressable market. We remain on track to
reach Annual Recurring Revenue of $175-205
million and deliver positive free cash flow
in 2025.
It is pleasing to see our revenue ahead of
updated guidance at $135.1 million, together
with a solid EBITDA of $10.6 million and our
cash result being consistent with forecast.
These results reflect our key financial and
operating strengths which include our
long-term client relationships, our leading
position in the global film industry, our
strong annuity-based revenue and sustained
profitability. Moving forward, we will maintain
our careful financial discipline so we can
realise the operating leverage generated
through our platform.
It has been pleasing to see that cinema
attendance across the globe continues to be
strong, which is demonstrated by a number
of box office highlights. Two of the most
recognisable names in the business – Tom
Cruise and James Cameron – marked their
return to cinema in 2022 and, in doing so,
shattered records. With titles like Avatar:
The Way of Water, Top Gun: Maverick and
Black Panther: Wakanda Forever bringing
in record numbers in 2022, we expect to
see large audiences enjoying a diverse film
slate in 2023 that once again includes highly
anticipated blockbusters.
Looking ahead
In 2023, we will expand our capabilities to
further support our clients’ ongoing success.
An example of this is Vista Oneview, a mobile
app that enables our cinema executives to
keep their finger on the pulse of their
business in real-time. The first phase of
our next-generation business intelligence
and decision support tools for the exhibition
industry, it combines theatre, movie and
moviegoer data from Vista, Numero and
Movio.
Madex, from Movio, is the audience exchange
platform connecting film distributors and
cinema exhibitors with the ideal moviegoers
for each film. After an initial limited release,
we’re excited to be expanding the reach and
capabilities of Madex in 2023. This enables
cinemas to better understand where their
moviegoers are spending their time digitally
so that they can look to connect with them in
the most relevant way. This gives our clients
confidence that they are optimising their
marketing investment.
Sustainability journey
We have our part to play in making a
difference to the world in which we operate.
We call that ngā mea pai me ngā tangata pai -
doing good things with good people.
We are pleased to share our first sustainability
report, outlining our approach and progress
thus far. Our forward-looking sustainability
framework is built around three pillars:
• People: Caring for our people and
communities
• Trust: Building greater trust
• Environment: Impactful innovation and
consuming responsibly.
Due to the success of ‘R&R Friday’s’, the
4.5-day work week trial that we undertook
in 2021, we were delighted to make this
a permanent initiative as we continue to
encourage balance for our people. We found
that our dedicated team have been able
Letter from the Chair • 76

Group overview
Our purpose is to bring more people
together to experience the magic of
movies and cinema by creating the
platform that connects the industry
and powers the moviegoer experience.
This purpose serves as the driving force
behind the Vista Cloud SaaS platform,
bringing intention to our innovation and
delivering value to our clients’ customers - the
moviegoer.
Our 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 solutions.
Our solutions 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.
Our businesses
Full value chain of the film industry
ProductionDistributionExhibitionMoviegoer
Movio
Powster
Flicks
Numero • Maccs
Vista Cinema
Group overview • 98

A year of continued Annualised Recurring Revenue growth
as industry-leading SaaS platform gains momentum
$135.1m 38%
Total revenue
$135m
$98m
2022
2021
2020$88m
$112.3m 38%
Recurring revenue
1
2022
2021
2020
$112m
$81m
$66m
$38.4m 38%
SaaS revenue
2
2022
2021
2020
$38m
$28m
$24m
$118m 22%
ARR
3
2022
2021
2020
$118m
$97m
$87m
$10.6m 63%
EBITDA
4
2022
2021
2020
$11m
$7m
-$11m
$12.4m 10%
Operating cashflow
2022
2021
2020
$12m
$11m
$3m
-$20.9m -111%
Net profit after tax
2022
2021
2020
-$10m
-$57m
1 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.
2 SaaS revenues are those derived from subscription-based cloud-hosted software, with the software located on externally provided servers.
3 ARR is Annualised Recurring Revenue, calculated as trailing 3 month recurring revenue multiplied by four.
4 EBITDA is defined as earnings before net finance costs, income tax, depreciation, amortisation, “other gains and losses” (see section 2.3 of the
financial statements) and share of equity accounted results from associates.
-$21m
Group overview • 1110

Key strategies for 2023
Support our clients to
rebuild their business
Create and invest in
new opportunities
Our purpose-driven strategy is to build a sustainable
platform that will connect the industry and power the
moviegoer experience. The strategy means we can
accelerate our innovation, empowering our clients to
give moviegoers the fullest possible experience and
motivate people to see movies more often. There are
three key parts to our strategy:
Expand our core
platform that
delivers value to
our clients and
connects moviegoers
Key strategies for 2023 • 1312

Support our clients to
rebuild their business
Key Strategies for 2023
Key strategies for 2023 • 1514

Building momentum
While there is further ground to make up,
research proves that the most avid streamers
are also the most enthusiastic cinemagoers
3
.
The major studios have renewed their love
affair with cinema, and analysis demonstrates
that almost 100% of a major movie’s box
office is achieved well within the new 45-day
theatrical window standard.
Studio executives are seeing the strengths of
cinema and streaming providers co-existing,
with the theatrical experience serving as a
key part of the economic model of content
development. Originally slated to have a
streaming release, Magic Mike’s Last Dance
shifted to a theatrical release, and Amazon’s
upcoming sports drama, Air, will have a
global theatrical release before premiering
on Amazon Prime Video.
“I’ve seen the data... A movie that
opens in theaters performs five
times as well as when it goes directly
to streaming.”
David Zaslav
President and CEO of Warner Bros. Discovery
“Theatrical still has the greatest
impact. That sort of theatrical release,
45 days later to streaming, that’s
working beautifully. The bigger the hit
in theatres, the greater the impact in
streaming. The path to monetization
now is greater.”
Brian Robbins
President and CEO of Paramount Pictures
“We’re back to the theatres. Around
the world, people are going back to
theatres ... we’re seeing, as a society,
we need this. We need to go to movie
theatres and have that experience.”
James Cameron
Director-Producer Avatar: The Way of Water
Domestic
1
box office records Dec 2021 – Dec 2022
Two of the top 5 highest grossing movies of all time were released post pandemic:
Spider-Man: No Way Home
Released December 2021
$814M USD (#3)
Top Gun: Maverick
Released May 2022
$718M USD (#5)
Post pandemic records also set:
Biggest 4th July opening weekend:
Minions: The Rise of Gru - Released July 2022 | $123M USD
Biggest Memorial Day opening weekend:
Top Gun: Maverick - Released May 2022 | $160M USD
Biggest November opening weekend ever:
Black Panther: Wakanda Forever - Released November 2022 | $181M USD
The 6th movie to ever cross $2 billion USD worldwide:
Avatar: The Way of Water - Released December 2022 | $2.2B USD
2022 demonstrated cinema exhibition’s resilience. Global
box office was up 22% on prior year
1
, with North America
– the highest grossing region - up 64% on 2021 and earning
more than the prior two years combined.
2
1 Source: Omdia
2 Source: BMO
3 Source: Morning Consult
1. Domestic refers to box office reporting for the United States and Canada
Key strategies for 2023 • 1716

Moviegoing desire is strong
A 2022 survey conducted by BFI IMAX in the UK of 2,000 adults found that:
• 56% feel more immersed and connected to a blockbuster film if they watch it in a cinema
• 41% of adults regretted watching a blockbuster at home
• 71% think the big screen experience is the main draw to watching a film at the cinema
• 48% wish they went to the cinema more often.
Global box office (US$m)
2015 - 2025
5,00010,00015,00020,00025,00030,00035,00040,000
North America
Western Europe
Eastern Europe
Middle East & Africa
Latin America & The Caribbean
Asia & Oceania (Ex China, India)
Grand Total
45,000
0
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Source: Omdia
Forecast
Actual
Key strategies for 2023 • 1918

*Correct at time of printing
Battle of the blockbusters
There is a wealth of content to look forward to in 2023 and beyond. Blockbusters are once again
competing for the prime release dates but there is also the return of variety of genres to appeal to a
variety of moviegoers. Horror, comedy, rom-coms and awards friendly titles are all back in cinemas.
Key strategies for 2023 • 2120

Curzon Cinema reopens
with an enhanced user
experience powered by
Vista Digital.
Curzon Cinemas is an independent cinema
group based in the UK with 55 screens.
Following the closure of their cinema
doors in March 2020, Curzon didn’t want
to merely survive the pandemic, but to
bring about expansion once live screening
commenced again.
Partnering with Vista Digital for design
services, web development, custom
integrations, and loyalty reorganisation,
Curzon aimed to unify its digital presence
and offer consistent moviegoer experiences.
Omnia, Vista’s in-house digital agency
which leverages Vista Cloud technology to
build digital experiences, led the redesign.
Omnia’s skilled designers, developers, testers,
and all-round digital experts put together
a completely tailor-made digital design
seamlessly integrating home and in-theatre
cinema to support Curzon’s business goals
and meet their vision.
Curzon’s ambitious redesign required a depth
of technical customisation only possible
with Omnia and SaaS technology. It included
cloud-hosting, an embedded payment
connector, automation of film media content
through MX Film and CDN, and a feature-
rich membership section—with custom
Loyalty and Subscriptions integrations into
the video on demand (VOD) platform - as
well as an innovative e-ticket, Living Ticket,
which reflects live booking details and
places moviegoers in control of their cinema
experience.
“In a very short time, we got
what we needed from the
Vista team: shared payments,
revenue expansion, consolidated
memberships, and a single user
experience and brand,” said Leo
Brend, Director of Technology at
Curzon. “The process for booking
tickets has never been smoother.
The number of paid subscribers
is growing fast.”
As a result, engaging with their members is
easier than ever, and allows moviegoers to
take full advantage of their incredible cinema
and VOD offering. Looking ahead, Curzon’s
website means the fundamentals of their
business are now easily scalable, creating a
smooth pathway for effective expansion both
within the UK and internationally. Curzon’s
partnership with Vista will continue to
support and advance their overall mission
of transforming the moviegoer experience.
From our clients
Curzon | Vista Digital
22

Expand our core
platform that delivers
value to our clients and
connects moviegoers
Key Strategies for 2023
Key strategies for 2023 • 2524

A platform to power
the global industry
The future of cinema management
VIS TA CLO UD
Enhanced experience, measurable impact
By delivering rapid innovation, a scalable
and secure platform, and efficient client
support experiences, the technical tasks
of managing an on-premise software stack
are largely removed for cinemas, meaning
they can spend more time focusing on the
moviegoer experience.
The platform's simple software solutions
fosters productivity, provides efficiencies
to drive both attendance and spend, while
taking the guesswork out of targeted
marketing. In a world where cinemas are
data-rich and time poor, and with a broad
entertainment landscape from TikTok to
streaming, delivering targeted content is
the proven way for cinemas to cut through
the noise and deliver a unique, immersive
experience, free of distraction. Here, EQ
improves the way cinemas market movies
to their audiences.
The platform-based strategy enables us to
significantly increase our total addressable
market, drive operating leverage, see
reduced working capital, and align revenue
with client success. We’re on track with our
platform progress and in 2023 we are looking
forward to building on the momentum of its
development. Client interest is strong and
our value proposition is clear. As we amplify
the opportunity for our organisation we will
continue to provide technology that makes
a measurable difference for our clients and
powers a better moviegoer experience.
Delivering the best digital experience for moviegoers
VISTA DIGITAL
As the industry and box office continues its
positive trajectory, we have continued accelerating
our platform strategy to empower the cinema of
the future and enhance the moviegoer experience.
Connecting every moviegoer to their ideal movie
MOVIO CINEMA EQ
Our platform is transforming cinema operations for our
exhibitor clients. From simple and serverless innovation
with Vista Cloud, to rich digital experiences for moviegoers
with Vista Digital, and streamlined marketing solutions
with Movio Cinema EQ, our platform will power the
industry globally.
Key strategies for 2023 • 2726

Movio Cinema EQ
Movio launched their latest innovative SaaS product, Movio Cinema EQ, in November 2022.
Building on Movio’s previous products, EQ offers a smarter, faster and more streamlined
solution for cinemas to improve the way they market movies to moviegoers. The new solution
harnesses more than a decade of movie marketing expertise, empowering cinemas to enhance
their connection with moviegoers, drive guest engagement, and increase attendance and spend.
EQ improves the experience for marketers and moviegoers, creating impactful marketing
campaigns that draw from moviegoers’ habits and motivations, to reach cinemas’ target audiences
with the right message at the optimal time.
Turn to page 32 to hear Cineplexx Greece’s experience as an EQ client.
Vista Digital
Vista Digital is responding to the needs of moviegoers, offering a flexible and modern solution
without compromising on security or reliability. With a focus on enhancing the moviegoer
experience, Vista Digital enables clients to thrive in a digital-first environment, where we
frequently see more than 70% of moviegoers choosing to transact, and with the expectation
of a seamless digital experience.
The self-service tools provide an overall richer experience and we’re bringing modern solutions to
clients with Vista Digital, including Lumos, Vista’s sleek and configurable out-of-the box solution
for websites, apps and kiosk; and Omnia, delivering a bespoke digital experience, tailored to a
cinemas desired user interface and user experience.
Hear more about Vista Digital from Vista Cinema’s Chief Revenue Officer, Mischa Kay, on page 35.
Vista Cloud
Vista Cloud is the future of cinema management. Its innovation maximises efficiency for clients in
their everyday operations, providing a comprehensive, reliable, and secure solution that powers
all areas of their business. In 2022 we welcomed our first clients to Vista Cloud, providing simple
and serverless innovation that helps them ensure moviegoers enjoy the fullest possible experience.
As the core of the platform, Vista Cloud sees a transfer of responsibility from the on-premise
model of Vista Cinema to the SaaS world of cloud, which requires less maintenance, direct
operation from clients and a simpler fee system. Vista Cloud today has outcome parity, ensuring
broad market-fit and ease of adoption. It is a highly functional and reliable platform to build upon.
Turn to page 30 to see the platform journey.
The platform
Key strategies for 2023 • 2928

The platform journey
Significant progress has been made on the Vista Cloud SaaS
platform, and early adopters are getting the first experience
of the best technology the market has to offer.
• 2022 target of seven Movio Cinema clients
migrated to EQ achieved
• Learnings from Alpha and early Beta clients
incorporated into next round of client
onboarding
• Additional Movio Cinema features delivered
for EQ: Journeys and enhanced reporting
• 15+ EQ clients confirmed for migration in
next round of Beta
• Strong offer – focus on Vista Digital
technology roadmap delivering client
value at scale
• Lumos Mobile – live with first US client
• Platform readiness – stability and
manageability improvements made across
the platform
• Completing the suite – cloud identity,
networking and security now integrated
across entire product portfolio
• EQ delivering full feature suite from Movio Cinema legacy platform
• Additional EQ features: non-loyalty member targeting and multi-channel campaigns/Journeys,
and additional marketing channels
• Continuing to evolve AI segmentation and content creation to establish deeper
& wider data profile of movie-going public
• Complete migration of all remaining Movio Cinema clients to EQ and depreciate
Movio Cinema legacy platform
• Business development to onboard new Movio clients direct to EQ
• Lumos Kiosk – live with first clients. Web and mobile channels actively displacing
legacy products
• Next-gen Digital – industry-leading moviegoer experiences and personalisation
features to capture market share.
• Onboarding readiness for scale – significant reduction in deployment time and effort
to enable onboarding and updating the platform at scale to target adoption rates
• Platform capability and maturity – essential modernisation of business critical services
and offline capabilities to improve performance, reliability, manageability and cost to serve
• Marketplace – initial commercial marketplace iteration, live and learning
• Cloud benefits – enhanced user experience, productivity and decision support features
to deliver continuous value for Cloud clients and motivate late adopters
Where are we nowWhat’s coming in 2023 and beyond
Movio Cinema EQ
Vista Digital
Vista Cloud
Key strategies for 2023 • 3130

From our clients
Cineplexx Greece | Movio Cinema EQ
A Movio client since 2019, and a Movio
Cinema EQ client since October 2022,
Cineplexx International were one of Movio’s
early adopters of EQ. Cineplexx International
is one of Europe’s most expansive chains,
with over 60 cinemas in 12 European
countries. As one of their first territories to
transition to EQ, Cineplexx Greece has been
enjoying both the business and operational
benefits that the new product provides.
Cineplexx Greece strives to enhance
the moviegoing experience before the
moviegoer steps foot into the cinema. As a
comprehensive campaign management and
targeted marketing solution, EQ has provided
Cineplexx Greece with an improved toolkit
for building and implementing highly
personalised campaigns.
EQ’s unique AI functionality allows Cineplexx
Greece to benefit from a smarter, data-driven
approach to their targeting. While in the past,
Cineplexx Greece has relied on moviegoer
lists based on age, gender, or genre, EQ's
propensity algorithm finds and targets the
most relevant audience based on their past
movie-watching behaviour. This takes the
guesswork out of their targeted marketing
and is particularly valuable for the regular
email newsletters Cineplexx Greece send to
their customers, enabling them to dynamically
automate personalised content that entices
more people to go to the movies. With EQ
enabling a laser focus on the moviegoer
experience and a new approach to their
marketing, Cineplexx Greece are now able
to increase engagement, and get a clearer
picture of how their campaigns are positively
impacting moviegoer spend and behaviour.
For Cineplexx Greece and many other
cinema circuits around the world, automated
communications via EQ offer a new and
improved level of efficiency and the ability
to remain in consistent, positive contact
with moviegoers. EQ’s new Journeys feature
provides ultra-personalised campaigns to help
cinemas regularly and effectively engage with
moviegoers. With access to pre-configured
Journey templates, along with options to
formulate their own, Cineplexx Greece can
leverage creative journeys such as Moviegoer’s
Birthday, New Member, and Last Transacted
to drive business results while minimising
configuration time by their team.
As Cineplexx Greece builds more campaigns
to engage and connect with their moviegoers,
they look forward to the continued efficiency
EQ provides.
“Our mission is to provide a premium
moviegoing experience for our customers,
which builds a long-term relationship between
us. That starts with relevant and personalised
communications that maximise customer
engagement and drive visitation. With EQ, the
process to achieve this has been significantly
streamlined, as has our ability to understand
who is visiting and why. We’re looking forward
to many more successful campaigns with EQ,
reaching more moviegoers and connecting
them with their ideal movies.”
Mag. Christof Papousek
Managing Partner – CINEPLEXX International
32

What is your vision for Movio
Cinema EQ?
EQ will reshape how cinemas market to
moviegoers. We've taken all that we've learnt
and built over the past decade, and have
reinvented Movio to be a faster, simpler and
smarter platform. With Movio's revolutionary
data science capabilities at its core, and a
newly imagined user experience, EQ will
automatically help cinema marketers to
surface and connect with the right audience
segment no matter what the film, stage of
release cycle, or KPI they are focused on.
What impact will EQ have for clients
and the wider industry?
EQ will help marketers who may be
increasingly stretched for time and resources
deliver impactful marketing campaigns at
all digital touchpoints, with ease. We've
What is your vision for Cloud
and Digital?
For Vista Cloud it is as simple as empowering
cinema teams to focus on operating the best
possible exhibition business they can. Vista
Cloud is the cinema management product
we’ve always wanted to provide – rapid
innovation cycles, fully managed upgrades,
and enhanced support capabilities wrapped
up in a secure, reliable service.
Vista Digital goes a step further by not only
providing the best digital tools for cinema, but
also focusing in on the moviegoer experience;
how we build digital channels that encourage
repeat behaviour, reduce abandoned
transactions, and create upsell opportunities
is at the forefront of our thinking behind
Vista Digital.
What impact will these solutions have
for clients and the wider industry?
We believe that the products we build
empower cinemas to be their very best as
they can focus on the business of the movies
and we take care of the rest. We can do much
of the heavy lifting in the background while
our clients and the wider industry focuses on
recovering the box office.
How does Movio Cinema EQ
complement Vista Digital?
Movio Cinema EQ and Vista Digital were
made for each other, the perfect partnership
delivering moviegoer insights and experiences
through data and technology. By combining
Sarah Lewthwaite | CEO, MovioMischa Kay | Chief Revenue Officer, Vista Cinema
From our leaders
proven that Movio's data science and
dynamic marketing tools deliver incremental
attendance and spend. With EQ, we will make
this even easier for our clients, taking the
guesswork out of their targeted marketing,
ensuring that moviegoers enjoy the most
personalised experience, and that our clients
are delivering the most value back to their
bottom line.
Discuss the strength of EQ within the
context of the platform.
The Vista Group platform is an unbeatable
combination of products that will enable
cinemas to deliver integrated digital
experiences to their guests. While EQ
empowers cinemas to deliver highly targeted,
data-driven campaigns across several digital
marketing channels, the partnership with Vista
Cloud and Vista Digital will take that strategy
one step further. Cinemas will be able to begin
personalising their sales channels, such as
their website and kiosk, with Movio-driven
recommendations and targeted offers. This
push and pull of data, campaigns and offers
in near-real time across the products within
the platform, will ensure that the guest
experience is enriched at all touchpoints.
This is only possible for our clients that
implement EQ as part of their strategy.
What movie are you most excited to
see in cinema this year?
The Little Mermaid: I just hope cinemas offer
a singalong version!
these two products we are able to provide
solutions to cinemas and moviegoers alike
that no other software can come even close
to achieving. I am particularly excited to see
what’s possible as these product offers evolve.
What movie are you most excited to
see in cinema this year?
There are so many great films coming out this
year. First place in terms of my excitement
goes to the second instalment of Dune,
but I am looking forward to Beau is Afraid,
Oppenheimer, Mission Impossible: Dead
Reckoning, Indiana Jones, John Wick 4, and
Scream 6. Oh, and unashamedly, Barbie –
the teaser trailer is a play on 2001: A Space
Odyssey, so I have to assume we are in for a
wild ride on that one.
Key strategies for 2023 • 3534

Create and invest in
new opportunities
Key strategies for 2023
Key strategies for 2023 • 3736

Innovation for the
future of cinema
We’re excited to be delivering innovation to our clients and
the industry in 2023. The new capabilities we have to offer
support the mission of our core platform and strengthen
our purpose.
Vista Oneview
Vista Oneview is the home of clarity for
executive cinema leaders. A mobile app that
enables leaders to keep their finger on the
pulse of their business in real-time. Oneview
harnesses the best of Vista Group, uniting
theatre, movie and moviegoer data from Vista,
Movio and Numero in a contextually relevant
way. Users will be able to easily absorb
insights, effortlessly trigger actions to rapidly
drive performance and remain connected to
their cinemas. This app marks the first phase
of our next-generation business intelligence
and decision support tools for the exhibition
industry and we are excited to get it into the
hands of our cinema clients in 2023.
Madex
Madex is an audience exchange platform
connecting film distributors and cinemas with
the ideal moviegoers for each film. After an
initial limited release, we’re excited to be
expanding the reach and capabilities of Madex
in 2023. The platform enables distributors to
access and build highly-targeted audiences
for every theatrical release – sourced from
cinema loyalty programmes – with AI-driven
propensity tied to similar movies people
have seen. An added benefit, cinemas can
now connect with moviegoers where they are
spending more of their time digitally, including
YouTube, Facebook, Instagram, Snapchat, and
Twitter, while maintaining a highly targeted
audience to maximise their digital spend.
Vista Oneview
Madex
Key strategies for 2023 • 3938

How do you see the cinema industry
evolving this year and beyond?
We must consider two drivers: are people
willing to return to the cinema, and is there
a large and diverse slate of movies to watch
when they do? In 2022, Top Gun: Maverick,
Avatar: The Way of Water, Minions: The
Rise of Gru, Elvis, The Lost City, Smile, and
Everything Everywhere All At Once proved that
various segments will return. The movie slate
for 2023 already looks substantially better
with more movies still to be scheduled. So, the
building blocks are there for a really exciting
year for the industry and moviegoers alike.
How will the role of data evolve for
the industry this year?
Our industry has primarily used data for
marketing: to identify audience segments
and connect them to their ideal movies. I see
this expanding in two ways. First, harnessing
What Movio innovations is Madex
leveraging to increase its effectiveness
and user experience?
Movio's propensity algorithm sits at the
heart of Madex's targeting and segmentation
functionality. The algorithm uses moviegoer
past behaviour to determine the likelihood
to watch a given film, and ranks the potential
audience accordingly. This innovation has
delivered great conversions for Movio's
cinema partners for some time, and it keeps
getting smarter. It also unlocks behavioural-
based insights and tactics for studios, helping
them market more effectively and more
efficiently.
How is Madex benefitting studios,
cinemas and, in turn, moviegoers?
Connecting to moviegoers where they are
is essential. Madex has direct integrations
with all the major social and digital platforms
which enables cinemas and studios to put the
right message, in the right format in front of
the right moviegoer. Moviegoers expect this
level of personalisation when it comes to the
marketing messages they receive and with
tools like Madex, cinemas and studios can
ensure their marketing budgets are well spent.
What role does data play in powering
the moviegoer experience and
encouraging people to see movies
more frequently?
It all starts with the data. We are fortunate
that being in a leisure industry, the value
data to make operations more efficient and
effective in these cost-constrained times. And
second, to measure, monitor and enhance the
experience exhibitors deliver to their guests.
How is Vista Oneview showcasing
Vista Group’s innovation for our
clients’ benefit?
Oneview is the first Vista Group product
developed specifically for cinema CEOs
and their executives. A mobile app, it allows
these leaders to keep their finger on the
pulse of their moviegoer, theatre and movie
performance in real time and on the go by
combining Vista, Numero and Movio data
in one platform for the first time.
What areas of innovation will most
benefit our cinema clients and
moviegoers?
Delivering an ‘experience’ has never been
more critical for cinema, and that experience
must address how the movie is shown, the
theatre itself and the people operating it. Our
technological innovations must enable our
clients to identify and attract moviegoers,
streamline transactional workflows and
empower lean front-line teams to consistently
deliver outstanding service within amazing
facilities.
What movie are you most excited to
see in cinema this year?
Without doubt, Indiana Jones and the Dial of
Destiny.
exchange for moviegoers sharing their data
is quite straightforward. Cinemas collect
only the necessary data points that will help
them deliver a premium level of personalised
service that moviegoers have come to expect.
By understanding how people spend their
time and money at the cinema, which touch
points they use and when, cinemas are able to
influence attendance and drive that movie-
going habit.
What movie are you most excited to
see in cinema this year?
I love a Mission Impossible film so I'm excited
about the next one, and I can't wait for Dune
later in the year. The film I'm most excited
about is Oppenheimer from Christopher
Nolan. He is a genius filmmaker, and the
prospect of something so cinematic AND
original is what I cannot wait for.
From our leaders
Matthew Liebmann | Chief Innovation Officer, Vista Group
Gabriel Swartland | SVP, Client Services, Movio
Key strategies for 2023 • 4140

Sustainability
Sustainability • 4342

Our sustainability approach
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 ngā mea pai me ngā
tangata pai - doing good things with good
people.
During 2022, we decided to put a fresh focus
on sustainability topics likely to affect Vista
Group in our efforts towards a sustainable
future. We began developing a sustainability
strategy that initially complements, then
will be embedded into the Vista Group
strategy. We are excited to provide our first
sustainability report, which outlines the
topics that are most important to us now, our
progress in 2022 and our future ambitions.
In September 2022, we engaged an
independent consultant to guide us in
developing our sustainability strategy and
framework. This process involved a series of
workshops where members of our executive
and senior leadership teams analysed key
material topics for the technology industry
and considered day to day feedback from our
stakeholders. This allowed us to articulate the
topics we value as critical to Vista Group and
our stakeholders and refine our aspirations.
Our framework will evolve as we continue
the conversation with our stakeholders,
which will enable us to enhance initiatives
where we have the greatest potential to
make a positive impact.
Vista Group’s Board of Directors has
overarching responsibility for sustainability.
They provide strategic direction and
guidance for our pathway and have adopted
our framework. Oversight on the delivery
of our approach is delegated to the Audit
and Risk Committee and Nominations and
Remuneration Committee, who focus on
specific areas of sustainability, including
climate change, and make recommendations
to the Board for consideration.
The framework is core to our approach. The
focus areas assist our Executive Leadership
Team to inform and guide how we manage our
business, and the targets hold us to account
and drive us to deliver the positive impact
we make on society and the planet. Our
forward-looking framework is built around
the following three pillars that supports our
purpose-driven strategy to build a sustainable
platform that will connect the industry and
power the moviegoer experience:
• People: Caring for our people and
communities
• Trust: Building greater trust
• Environment: Impactful innovation and
consuming responsibly.
Sustainability
Sustainability Journey
Looking ahead to 2023 our focus will continue to be on building our foundations.
Consuming responsibly & impactful innovation
• Verification of baseline year greenhouse gas emissions by Toitū
• Publish first voluntary climate-related financial disclosure statement
• Undertake climate change scenario analysis
• Continue to implement process improvement for greenhouse gas
data capture
Building greater trust
• ISAE (NZ) 3000 / SAE 3150 assurance review finalised – Vista Cinema
• Board Governance roadshow
Caring for our people and communities
• Report and take action to minimise the gender pay gap
Sustainability • 4544

Priorities Caring for our people
and communities
Building greater trustConsuming responsibly
& impactful innovation
Focus areas
• Health, safety and wellbeing is an
integral part of our everyday business
and culture
• Provide an engaging employment
experience where our people can grow
and excel
• Diversity that reflects our communities
• Safe, supportive and inclusive culture
• Consistent and equitable approach in
measuring performance and potential
• Improved & highly reliable cinema
- branded digital channels
• Maintaining an effective governance and
decision-making structure
• Continuous improvement to safeguard
critical systems and protecting data
• Responsible business conduct and
ethics
• Maintaining an adequate and effective
risk management and internal control
system
• Understand, measure and reduce Vista
Group’s carbon footprint
• Through innovation assist our clients to
reduce their carbon footprint
• Develop responsible procurement
practices
Target s
• Aspire to 40/40/20 gender diversity (all
employees) by 2030
• An eNPS score ≥45
• A wellbeing score >50
• Expand leadership development and
mentoring programmes to all regions
• Report and take action to minimise the
gender pay gap
• ISAE (NZ) 3000 / SAE 3150 controls
assurance report for Vista Cinema (NZ
equivalent to SOC 2 report)
• No notifiable privacy breaches or critical
security incidents
• Maintain annual Board governance
roadshows
• 1600 – 2400 client sites on the platform
by December 2025
• Publish first voluntary climate-related
financial disclosures for FY22
• Integrate environmental expectations
into Supplier Code of Conduct
United Nations
Sustainable
Development Goals
Sustainability framework
Sustainability • 4746

Caring for our people
and communities
Our people are at the heart of our ongoing
success, and we take care to ensure they
engage meaningfully with their work, connect
with our purpose and have opportunities for
growth and development. We take pride in the
positive culture we have fostered and in the
level of commitment and engagement of our
people. Vista Group has continued to increase
our high employee engagement, with an
employee net promoter score (eNPS) of +49,
up from 42 in 2021, which is now in the top
quartile in the technology industry.
While we continue to offer flexibility through
our Work Well programme, it has also been
great to see our people returning to the office
again to connect and collaborate. Across all
our locations, there have been a range of
activities to welcome our people back to the
office - from group wide meetings, strategy
sessions, development workshops, team
events and social activities. In late 2022, the
global Executive Leadership Team also had the
opportunity to meet together in person again
for the first time since the borders opened.
The ethnic diversity of our people was
highlighted through the course of the year with
local events throughout the year. Highlights
included Diwali, the Hindu festival of light,
in Auckland and Día de los Muertos, also
known as Day of the Dead, in our Mexico
City and Los Angeles offices. Celebrations
such as these are led by our employees for
their colleagues, with a focus on building a
shared understanding of culturally significant
occasions and fostering inclusion.
Following an initial trial of a 4.5 day working
week, we are pleased to now have made this
a permanent benefit to our people. It has
proved to have a significant positive impact
on general wellbeing while maintaining a high
level of productivity.
As inflation rates steadily increase across
the globe and with energy prices soaring in
Europe, the cost of living has been a real
concern to our people. To address this,
Vista Group paid a cost-of living bonus to our
most impacted employees to help alleviate
some of that cost. The bonus was paid in
additional to the annual salary review.
Despite these external challenges, Vista Group
has maintained great people experience by
looking after and growing our people while
trying to secure additional talent to deliver our
strategic goals.
We have increased the investment in the
growth and development of our people,
introducing new learning and development
initiatives, from leadership development and
coaching through to wellbeing workshops.
We have also invested in a new learning
management platform which will be rolled
out to our employees in early 2023, with an
initial focus on a best practice onboarding
experience for our new joiners.
It is important to us as a company and as
individuals to contribute to our communities.
In 2022, Vista Group donated $85,000 to
the Vista Foundation. The Vista Foundation
undertakes initiatives to nurture the continued
growth and success of the New Zealand film
industry and is the naming sponsor of the
48Hours film festival.
Together with our people, we contributed
$8,200 to support the humanitarian response
in Ukraine, $4,800 by participating in Sweat
with Pride, and provided both financial and
competition preparedness support to the
Lynfield College robotics team.
2022 was a great year,
with a clear strategy
and direction and more
of our people returning
to the office again, we
built momentum towards
achieving our goal of
becoming a cloud-based
company.
Sustainability • 4948

From our
people
What are the values of Vista that
resonated with you when you started?
Like many New Zealand technical writers, I
came into the field purely by chance. Eleven
years ago, after deciding to pursue a career in
technical writing, I joined Vista in one of their
few technical writer roles.
The recruiter had spoken highly of Vista, the
family vibe, and the people-focused culture.
Those attributes were important to me and
still are.
Since then, Vista’s family has grown
immensely. However, the culture and feeling
of being family have survived, along with
my sense of satisfaction at working for a
successful company. For me, feeling I am part
of something significant is essential.
What is it that still excites you
about Vista?
I have seen Vista go from being privately
owned to being a publicly-listed group of
companies. We found our way through the
global pandemic and have moved from being
an on-premise solution to a cloud offering.
There has been a lot of change, and I
recognise that further change is required to
see the platform grow into a mature cloud
software solution. Being part of a New
Zealand headquartered company determined
What aspects of the company drew you to
Vista Group?
What charmed me the most was the different
ways Vista Group has an impact on the client
journey. At every step of the way, Vista takes
into account everyone who is involved in
the cinema experience - from the software
powering the day to day management of
cinemas, to the moviegoers' experience of
watching a movie.
What parts of your role at Movio excite
you?
What I like about working at Movio are the
points of contact with moviegoers, the way
the platform takes care of loyalty information,
and email communications (or Facebook
campaign, SMS), and how we put it all
together into reports, graphics, and numbers,
and more.
As a graphic designer, I am into the behind-
the-scenes of email development: coding. I
also love movie posters, and Movio allows
me to explore more design skills such as
animation.
What is a project in LATAM that you’ve
been proud to work on at Movio?
If I had to choose a project, it would be
the development of the digital layout for
to make the change to further develop the
company’s global presence is exciting to me.
What is a project you’ve been proud to
work on at Vista?
There is always a sense of drive and
commitment from our people across our
strategic and objective projects. However,
I felt an incredible sense of pride in being
part of the collaborative effort across the
organisation to develop the Covid-19 Cinema
Reopening Kit. All aspects of the business
were considered and included, ensuring we
supported our clients to recover from the
impact of the pandemic.
What are you looking forward to in 2023?
The importance of well-constructed
documentation is often overlooked. However,
Vista is fortunate to have a team of highly-
skilled technical writers in our Knowledge
Services team. I’m looking forward to seeing
their work showcased in our Vista Cloud
and Veezi Help Centres. Providing good
publicly accessible documentation, delivered
as a modern, pleasant reading experience,
improves client satisfaction and enhances
Vista’s marketing efforts. It also allows for
feedback and data analytics and reduces
pressure on our customer support teams by
deflecting customer service calls.
Cinemark. We created the concept, the look
and feel, and the graphics and put them all
together into a mail layout. It was a great
experience.
What are you most looking forward to
working on in 2023?
I am thrilled about working on Movio Cinema
EQ and discovering this new phase. I am
also excited to keep learning about Movio
templates and how they are used in other
countries. In short, I want to keep learning,
improving, and growing.
Vicki Parry
Documentation Manager
Galina Vidrio Uribe
Graphic Designer
Sustainability • 5150

Demographics
1. James Ogden retired from the Board at the 2022 ASM
2. The composition of the senior leadership team has been adjusted from 7 to 8 individuals in line with the change in our business.
However, we have continued to have 3 females in that cohort.
Female representation
Our people
202232% (252)
2021
101
91
92
4
33
81
371
6
30% (192)
Our board
1
202233% (2)
202129% (2)
Executive leadership team
202227% (3)
202122% (2)
Senior leadership team
2
202237% (3)
202143% (3)
Regional distribution
United States
Mexico
United Kingdom
Malaysia
South Africa
Europe
New Zealand
Australia
Gender pay gap
Vista Group has an established process to
ensure that men and women are paid the
same amount for the same work undertaken.
This includes reviewing and adjusting,
where needed, pay decisions at the point
of recruitment, remuneration reviews and
promotions, to ensure that pay is fair and
equitable.
In addition, a comprehensive gender pay gap
analysis was completed in 2022 across all
permanent and fixed term employees globally,
which compared the median hourly rates and
variable pay of men and women.
Based on a weighted average of the size of
each location, Vista Group’s global gender
pay gap is 10.1%. The detailed analysis of
the gender gap by location, pay quartile and
job level has been reviewed to assess root
causes as well as actions and initiatives to
lower the gap.
10.1%
Languages spoken
Countries our
people reside in
33
16
20 - 28 192 (25%)
29 - 37 294 (38%)
38 - 46 191 (24%)
47 - 55 70 (9%)
56 - 64 29 (4%)
65 - 73 3 (0%)
Age distribution
Sustainability • 53

Building greater trust
We know that a key to success for everything we do is trust. We strive
to do the right thing in everything that we do. Being transparent is
fundamental to building trust. During 2022 we delivered an Investor Day
to provide investors and stakeholders with an overview of key corporate
governance developments, an update on our strategy and industry
outlook, and an opportunity to ask questions and interact with our
Board and Executive Leadership Team.
Data security
Companies are facing a growing threat
landscape, making information and data
security a top priority. With Vista Cloud,
responsibility for data security increases,
so it’s even more important we deliver a
reliable and secure environment to meet
the expectations of our clients and retain
their trust.
Vista Cinema has engaged an independent
qualified auditor to provide an assurance
opinion on its information security
management in accordance with the
requirements of ISAE (NZ) 3150 – Assurance
Engagements on Controls. This is a voluntary
assurance review that focuses on the systems
and controls we have in place to meet the
Trust Services Criteria: security, availability,
and confidentiality. The report will provide
assurance to our clients, regulators and
other stakeholders on the management
of our security standards. This report will
also provide us with insight on areas for
improvement so we can continue to strengthen
our practices.
Strengthening our risk practises
Effective management of risk is fundamental
to achieving our strategic objectives. In late
2021, we engaged a third-party specialist
to provide guidance on Vista Group’s risk
management framework and policies. This
engagement continued into 2022 and resulted
in a refreshed risk appetite statement and risk
management policy approved by the Vista
Group Board in May.
To support the continuous improvement of
our risk management practices, we introduced
two newly created Group risk roles to lead the
implementation of our refreshed policy, and to
provide guidance and support to the business
on security compliance.
In addition, we assessed our risk management
platform for suitability, and members of
our executive and senior leadership teams
participated in a series of risk and control
assessment workshops.
Turn to page 93 to hear more about our risk
management and key risks.
54

Consuming responsibly
and impactful innovation
At Vista Group, we embrace our responsibility
to operate sustainably and reduce the climate
impact of our business. Our environmental
footprint is relatively small and is largely made
up by office energy consumption, third party
data centres, business travel, technology
consumables and shipping. We are working
towards reducing our footprint even further.
Our commitment extends to developing
solutions that help our clients reduce the
environmental impact of their businesses.
Empowering our cinema clients
Our platform is transforming cinema
operations for our clients, encouraging
sustainability-focused behaviours, through
opportunities to reduce their carbon footprint
by being more energy and resource efficient.
The serverless innovation of Vista Cloud and
Movio Cinema EQ removes the need and
costs for our cinema clients to house on-site
servers. On-site servers require a constant
power supply, a cooling system to avoid
overheating, investment to maintain and
upgrade and ongoing e-waste disposal when
the equipment lifecycle ends. This empowers
clients to invest more in other aspects of their
business while also reducing their carbon
footprint.
Our target is to have 1600-2400 cinema
client sites on our SaaS platform by 2025.
As we upscale our data storage loads, we
anticipate our carbon emissions will increase
for a period. To support us to reduce our
carbon footprint, Vista Group have partnered
Paperless ticketing has multiple advantages
for our cloud hosted clients. Not only does
Living Ticket lessen environmental damage,
it provides saving costs, and going paperless
frees cinema managers and floor staff from
low-value tasks like stocking paper, replacing
paper rolls, and printer troubleshooting.
Living Ticket -Paperless ticketing has multiple advantages for our cloud
hosted clients.
Our carbon footprint
In 2022 we established our emissions
baseline year for measuring our carbon
footprint. During the year we’ve been
working with Toitū Envirocare (Toitū) and
an independent consultant to better
understand our value chain and our ability
to capture data to measure our greenhouse
gas emissions (GHGs).
Our footprint covers GHGs from each of our
entities around the world within our financial
control. Measuring and reporting on our
footprint will allow us to be transparent with
our stakeholders, and enable us to make
informed decisions and impactful progress
on managing our GHGs reduction.
To ensure the integrity of our GHGs, we
have engaged Toitū to certify our 2022
baseline year emissions. The certification is
in accordance with ISO 14064-1 guidelines
and will be independently verified annually to
maintain our certification.
We intend to publish our first voluntary carbon
statement in 2023. The External Reporting
Board published the Aotearoa New Zealand
Climate Reporting Standards on 14 December
2022. These standards will be mandatory for
Vista Group to report against from the 2023
reporting period.
In next year’s sustainability report, we will
report on our carbon emissions and climate
risks and opportunities in accordance with
these climate reporting standards.
with Microsoft Azure for hosting our cloud-
based platforms. Microsoft Azure have been
carbon neutral since 2012 and have made a
commitment to be carbon negative by 2030.
Microsoft Azure provides us with the capability
to measure and monitor the carbon emissions
produced from our data centre usage.
Innovation for the future of our
planet with living ticket
The environmental impact of one movie
ticket may not seem much but consider: if all
1.244 billion admissions reported in the USA
and Canada in 2019 were printed on regular
tickets
1
and connected end-to-end, it would
stretch more than half the distance between
Earth and the Moon. Besides the costs to
cinemas for acquiring the paper, printers,
and energy needed to print, it also puts the
environment at risk through deforestation and
inefficient waste management.
Ticketing has moved through several phases,
from tickets purchased at the box office and
PDFs printed at home, to online bookings
with counter/kiosk pick up, but electronic
ticketing is gaining popularity. The upward
trend in moviegoer preference for remote
sales channels can be attributed to this.
With more and more moviegoers booking
in advance either via web or cinema apps
to avoid queues at the counter and prevent
physical contact, the use of electronic tickets
throughout the entire cinema trip is becoming
increasingly common.
1 Ticket size considered 2" x 5.25"
Sustainability • 5756

Group trading overview
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.
Vista Group recorded strong revenue growth
of 38% to $135.1m and corresponding
improvements in EBITDA.
Total Revenue
$135.1m 38%
SaaS Revenue
2
$38.4m 38%
EDITDA
4

$10.6m 63%
Operating Cashflow
$12.4m 10%
Net profit after tax
-$20.9m -111%
Recurring Revenue
1

$112.3m 38%
ARR
3
$118m $22m
The trading performance for 2022 was strong
and the industry and Vista Group have seen a
significant improvement in market conditions
over 2021, with the more regular release of
blockbusters and global box office hitting
$29b.
Vista Group revenue of $135.1m was up 38%
on 2021 with recurring revenue and SaaS
revenue also up 38%. ARR closed at $118m
up 22% on 2021. Non-recurring revenue,
primarily new on-premise licences and
hardware sales in Vista Cinema, was up 37%
to $23m. A sizeable portion of the hardware
sales were driven by a one-off requirement
for upgrading client technology around the
Retriever acquisition.
EBITDA of $10.6m was up 63% on 2021,
and up 131% after adjusting for expected
credit loss provisions and foreign exchange.
This result underlines the key financial
and operating strengths of Vista Group:
• Consistent strong client relationships
• Strong annuity revenue
• Sustained underlined profitability
• Leading global position in the film industry
Vista Group continues to deliver new
innovation across each of its operating
segments, particularly in respect of Movio
Cinema EQ, Vista Digital and Vista Cloud.
Revenue
NZD millions
2020
$ 8 7. 5
2019$144.5
2018$130.7
2017$106.6
2016$88.6
2021
2022
$98.1
$135.1
1 Recurring revenue is the portion of revenues that are expected to give rise to recurring cash receipts that will continue until the service is canceled.
2 SaaS revenues are those derived from subscription-based cloud-hosted software, with the software located on externally provided servers.
3 ARR is Annualised Recurring Revenue, calculated as trailing 3 month recurring revenue multiplied by four.
4 EBITDA is defined as earnings before net finance costs, income tax, depreciation, amortisation, “other gains and losses”
(see section 2.3 of the financial statements) and share of equity accounted results from associates.
Group trading overview • 5958

Vista Cinema
Vista Cinema is the largest segment within
Vista Group and represents over two thirds
of Vista Group's 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.
Much like 2021 ending on a high with
Spider-Man: No Way Home, 2022 closed
with Avatar: The Way of Water breaking
new box office expectations globally. With
box office in key markets between 70-80%,
Vista Cinema client activity was returning to
pre-pandemic levels and supported strong
revenue growth. The overall health of the
client base has been improving, and although
it may still take a while before the industry
passes 2019 box office levels, receivables
and cash management remain a key focus. In
Decemeber 2022, Vista Group signed trade
agreements with key client Cineworld as part
of its chapter 11 process in the United States,
under which Cineworld committed to continue
to use Vista Group Solutions.
The Vista Cloud SaaS platform celebrated its
first full year of successful operations. Two
large client contracts were signed during 2022
and represent 10% of Vista Cinema’s total site
count. Significant technology progress has
been made on the SaaS platform, particularly
with Vista Digital tools, allowing clients new
robust ways to engage their moviegoers. Spend
on the platform now represents the majority of
Vista Group’s innovation investment.
For Vista Cinema, revenue was up 41% on
prior year to $93.5m, with recurring revenue
up 42%.
Movio
Movio is the second largest segment within
Vista Group. A pure play SaaS business,
it represents about 15% of Vista Group's
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.
In 2022, there was a steady increase in the
use of Movio Cinema, which allows cinema
circuits to connect more effectively with their
moviegoers, with connections of 4.2b by the
year end, significantly up from a busy 2021.
Movio Cinema EQ, the replacement for
Movio Cinema, was successfully launched
late in the year and live with seven clients
by the end of 2022. EQ greatly increases the
breadth and depth of the moviegoer analytics
and extensively automates the moviegoer
engagement process, saving clients time
and money in an area where they are
resource and expertise constrained.
Movio Research, which studios and
distributors use to assess potential
audiences, continues to be used widely
as studio and distributor clients search
for their perfect audience.
Movio Media, which helps studios and
distributors access their potential digital
audiences, remains subdued early in the year,
but increased with the wider range of movies
released later in the second half of 2022.
For Movio, revenue was up 32% on 2021,
with recurring revenue up 27%.
Additional
Group Companies
The Additional Group Companies segment
comprises the businesses of two studio and
distributor focused businesses - Numero
and Maccs - and two moviegoer focused
businesses - Powster and Flicks.
Numero • Maccs
Numero and Maccs performed well in 2022,
with recurring revenue up 22% and total
revenue up 24%. Maccs 10, the latest version
of the on premise theatrical distribution
system, is being rolled out across the client
base and Mica, the SaaS platform for studios
and distributors to streamline their global
cinema releases, continues to expand,
particularly in North America. Numero
continues to add global clients and extend
its geographical coverage.
Powster
Revenue for Powster was up 42% on the
previous year, driven by strong showtimes
platform revenue based on the increased
range of movies released to the market.
Creative content also improved by 31%
as studio marketing budgets matched the
improved box office.
Flicks
Revenue for Flicks was up 22% for the
full year driven by good growth in both
New Zealand and the United Kingdom,
with a consistent performance in the
Australian market.
Group trading overview • 6160

Cinema market share
7,033 / 7,408
95% Central America
15,074 / 30,362
50% USA
9,199 / 21,499
43% Europe
2,986 / 13,548
22% Asia
2,385 / 5,675
42% South America
2,142 / 2,348
91% Canada
652 / 803
81% Africa
2,034 / 3,044
67% Middle East
1,799 / 1,997
90% Australasia
Vista Cinema percentage of the world market for Cinema Exhibition Companies with 20+ screens.
Worldwideexcl. China
33%51%
Source derived from management estimates
Group trading overview • 6362

Remuneration report
Letter from the Chair of the NRC
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 2022.
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 continues to be committed
to a remuneration framework that is aligned to
reward for achieving targeted performance and
the culture and leadership of looking after our
people and our clients. 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,
practices and reporting.
The NRC and the Board are supported by
the People and Culture team who have been
influential in supporting the business and
employees globally especially given the varied
economic and industry impacts.
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. The approach
is aimed at reward for achieving financial and
non-financial performance that are aligned to
shareholder value.
Regards,
Cris Nicolli
Chair of the Nominations and
Remuneration Committee
Vista Group International Limited
Renumeration report • 6564

Executive appointment and remuneration
Vista Group’s remuneration policy for the CEO
and Executive Leadership Team is based on the
principles that the remuneration framework will:
• be simple, clear and understandable
by all stakeholders
• be fair, equitable and flexible
• support Vista Group attracting, retaining
and engaging employees
• reward targeted performance – financial and
non-financial
• create alignment with Vista Group’s
values, culture and corporate strategy
• appropriately reflect market conditions
and the organisational context
• align with creating 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 non-financial
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) in March 2022 were also eligible to
participate in the Vista Group Recognition Scheme
– a share rights scheme with vesting conditional
only on continued tenure until April 2023.
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.
In 2022 Vista Group and a third party specialist
firm conducted a comprehensive and robust
Chief Executive search process in line with the
Nomination and Remuneration Committee Charter,
leading to the appointment of incoming Chief
Executive, Stuart Dickinson.
Employee remuneration
The following table shows the number of employees
whose remuneration and benefits for the year ended
31 December 2022 were within the specified bands
above $100,000. The remuneration figures shown
in the table include all monetary payments actually
paid during the year ended 31 December 2022,
including 2021 STI payments. The table does not
include amounts paid post 31 December 2022
that related to the year ended 31 December 2022,
such as STI bonuses.
SALARY BAND (NZ$)TOTAL GROUP EMPLOYEES
100,000-109,99944
110,000-119,99954
120,000-129,99953
130,000-139,99935
140,000-149,99931
150,000-159,99919
160,000-169,99915
170,000-179,99917
180,000-189,99910
190,000-199,9997
200,000-209,99911
210,000-219,9993
220,000-229,9995
230,000-239,9993
240,000-249,9994
250,000-259,9991
260,000-269,9991
270,000-279,9991
280,000-289,9991
290,000-299,9991
310,000-319,9992
340,000-349,9991
370,000-379,9993
400,000-409,9991
410,000-419,9991
420,000-429,9991
430,000-439,9991
450,000-459,9991
480,000-489,9992
510,000-519,9991
640,000-649,9991
980,000-989,9991
1,060,000-1,069,9991
To t a l336
Renumeration report • 6766

Fixed remuneration
Fixed remuneration consists of base salary and benefits. While 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
South Africa• Private medical health coverage for employee and their family + dental
and eye care contributions
• 24 hour Employee Assistance Programme services
• Perkbox with free perks each month, plus access to range of high street discounts

and rewards
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
• Volunteer day
Mexico• Medical insurance
• Food coupons
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
• Volunteer day
Malaysia• Medical claims – reimbursement for medical bills
• Mobile phone allowance
• Parking allowance
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
• Volunteer day
Romania• Private medical services
• Half reimbursement for glasses and contact lenses (up to 450 RON)
• Half reimbursement of a monthly gym membership (up to 100 RON)
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
• Volunteer day
COUNTRYBENEFITS
New Zealand • Kiwisaver contribution up to 3%
• Health insurance
• Life insurance
• Vista Group Recognition Scheme
• Long service benefits
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
• Volunteer day
United States • 401k contribution up to 2%
• Health insurance (including dental and vision)
• Life & accidental death & dismemberment insurance
• Vista Group Recognition Scheme
• Long-term disability insurance
• On site paid gym membership
• Flexible spending accounts (employee sponsored)
• Volunteer day
• Employee Assistance Programme (w/24 hr. mental health crisis support)
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
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 rewards
• Discounted gym memberships
• Access to salary sacrifice scheme
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
• Volunteer Day
Netherlands • Perkbox with free perks each month, plus access to range of high street discounts

and rewards
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
• Volunteer day
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.
Renumeration report • 6968

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 of financial and non-financial
performance based targets applicable to the
relevant employee. STI, once achieved, are paid
in cash.
The key targets, percentages and terms of the
2022 STI are set out in the table below:
TARGETS % OF STI HURDLE
Recurring
revenue/

total revenue
50% Results of between 95% to 110%
of the target equates to STI
achievement of between 95% and
120%. No STI is achieved below
95%, nor are any stretch elements
available above 120% achievement.
Vista Group
EBITDA
20% Results of between 90% to 110%
of the target equates to STI
achievement of between 90% and
120%. No STI is achieved below
90%, nor are any stretch elements
available above 120% achievement.
Customer
net promoter
score
15% If achieved, then 100% of the
applicable STI is payable.
Employee
net promoter
score
15% If achieved, then 100% of the
applicable STI is payable.

In 2022, the CEO’s STI was set by the Board at 48%
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.
Long-term Incentive Scheme
Vista Group’s LTI is a share 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 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 and 2022 LTI schemes,
half of the rights are classified as ‘share rights’, with
the other half classified as ‘performance rights’.
One third of these share rights and performance
rights are eligible to vest each year of the three year
term of the scheme based on:
• Share Rights: continued tenure with Vista Group,
with rights vesting annually when the condition
has been satisfied (annually representing one sixth
of the total LTI).
• Performance Rights: achievement of Vista Group
recurring revenue targets set by the Board,
with vesting annually on achievement of the
target, assuming also continued tenure (annually
representing one sixth of the total LTI).
Under the 2022 LTI scheme, the CEO’s LTI was set
by the Board at 48% of his base salary, and for ELT
members the LTI was set within a range of 20%-66%
of the relevant ELT member’s base salary.
Retention Schemes
The CEO also participates in a Group CEO
Retention Scheme. Under the terms of this scheme,
the CEO is granted a specified number of rights
that are eligible to vest annually based on continued
tenure with Vista Group. In April 2022, 100,000
share rights were vested, comprising the first
tranche of the share rights granted in 2020 under
the Group CEO Retention Scheme. Subject to the
continued tenure of the CEO, 400,000 share rights
are due to vest in April 2023.
Certain employees also participate in a Senior
Management & Executive Retention Scheme. Under
the terms of this scheme, the relevant participants
are granted a specified number of rights that are
eligible to vest each year of the term of the scheme
based on continued tenure with Vista Group. In
2022, 300,000 share rights were granted under
this scheme. Subject to continued tenure of each
participant, 100,000 of those share rights are due to
vest in April 2024 with the remaining 200,000 share
rights due to vest in April 2025.
Recognition Scheme
The 2022 Vista Group Recognition Scheme (VGRS)
is a board discretionary share scheme that was
offered in 2022 to all Vista Group employees based
in New Zealand, the United Kingdom and the United
States (excluding the CEO) to encourage retention
and to recognise the performance of employees.
VGRS participation was set at the greater of 7.5%
of base salary, or NZ$7,500. The number of rights
granted to a participating employee was 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
rights granted under the VGRS are eligible to vest
in April 2023 based on the continued tenure of the
participating employees.
Renumeration report • 7170

Breakdown of CEO pay for performance (2022)
The table below represents the pay for performance remuneration received, or expected to be received
by the CEO relating to the 2022 financial year. Settlement of parts of this table are anticipated to be
settled in 2023.
DESCRIPTIONPERFORMANCE MEASURES% ACHIEVED
AMOUNT ACHIEVED
NZ$
STI50% of
base salary
50% weighting of Vista Group recurring revenue. Results
of between 95% to 110% of the target equates to STI
achievement of between 95% and 120%. No STI is achieved
below 95%, nor are any stretch elements available above
120% of the target.

20% weighting of Vista Group EBITDA. Results of between
90% to 110% of the target equates to STI achievement of
between 90% and 120%. No STI is achieved below 90%, nor
are any stretch elements available above 120% of the target.
15% weighting on customer net promoter score. If achieved,
then 100% of applicable STI payable. If not achieved, no STI
is payable.

15% weighting on employee net promoter score. If achieved,
then 100% of applicable STI payable. If not achieved, no STI
is payable.

TOTAL STI 91.0% $273,000
LTI & other
rights
2020 Group
CEO Retention
Scheme
1
100% weighting on continued tenure. An allocation of
400,000 of rights are due to vest in April 2023.
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.
2022

LTI Scheme
1
50% weighting on Vista Group recurring revenue in 2022,
2023 and 2024. The threshold to achieve is 90% with pro-
rata payment through to 100%.
50% weighting on continued tenure in 2022, 2023 and 2024.
TOTAL LTI &
OTHER RIGHTS
100.0%$773,583
TOTAL STI, LTI & OTHER RIGHTS97.5%$1,046,582
1 These rights convert to shares in April 2023. A share price at 31 December 2022 has been used for calculating the value of the shares expected to be issued under the
share schemes.
CEO remuneration
The total remuneration received by the CEO between 1 January 2022 and 31 December 2022
(including the comparative period) is as follows:
YEAR
BASE
SALARY¹
TAXABLE
BENEFITS
FIXED
REMUNERATION STI²
LTI & OTHER
RIGHTS²
TOTAL
REMUNERATION
2022633,97928,595662,575172,656261,2501,096,481
2021425,00022,556447,556107,525464,0001,019,081
1 The 2022 base salary of the CEO is $625,000. The value included in this table represents additional amounts required to be paid under New Zealand legislation when an
employee takes annual leave.
2 The STI, LTI & Other Rights represented in this table relate to amounts / rights settled in the relevant financial year (for example, the 2021 STI is reflected in 2022,
being the year it was settled).
The employment agreements of the CEO and ELT do not include the ability to be paid a transaction bonus in
the event of a takeover of Vista Group.
Renumeration report • 7372

Share-based schemes
Share schemes in 2022
In the year ended 31 December 2022, Vista Group granted rights under the following employee
share-based schemes:
2022 LTI Scheme: Vista Group granted 1,268,112
rights to ELT and other selected senior management
under this scheme during 2022. Half of the rights
are classified as ‘share rights’, with the other half
classified as ‘performance rights’. One third of these
share rights and performance rights are eligible to
vest each year of the three year term of the scheme
based on:
• Share Rights: continued tenure with Vista Group,
with rights vesting annually when the condition
has been satisfied (annually representing one sixth
of the total LTI).
• Performance Rights: achievement of Vista Group
recurring revenue or total revenue targets set by
the Board, with vesting annually on achievement
of the target, assuming also continued tenure
(annually representing one sixth of the total LTI).
Performance rights that do not vest are eligible to
vest of the scheme.
2022 Senior Management & Executive Retention
Scheme: Vista Group granted 300,000 rights to
selected employees under this scheme during
2022. Of these, 100,000 will vest in April 2024, and
200,000 will vest in April 2025, conditional on the
continued tenure of the participants at the relevant
vesting date.
2022 Vista Group Recognition Scheme: Vista Group
granted 2,110,769 share rights to all Vista Group
employees based in New Zealand, the United
Kingdom and the United States (excluding the
CEO) to encourage retention and to recognise the
performance of employees. These share rights will
vest in April 2023, conditional on the continued
tenure of the participants at the relevant vesting
date.
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 2022:
• 2021 LTI Scheme: Vista Group granted 1,237,668
rights to ELT and other selected senior
management under this scheme in 2021. Half of
the rights are classified as 'share rights', with the
other half classified as 'performance rights'. One
third of these share rights and performance rights
are eligible to vest each year of the three-year
term of the scheme based on:
• Share Rights: continued tenure with Vista
Group, with rights vesting annually when
the condition has been satisfied (annually
representing one sixth of the total LTI).
• Performance Rights: achievement of Vista
Group recurring revenue or total revenue
targets set by the Board, with vesting annually
on achievement of the target, assuming also
continued tenure (annually representing one
sixth of the total LTI). Performance rights that
do not vest are eligible to vest of the scheme.
In April 2022, 336,611 Vista Group shares were
issued to participating ELT following the vesting
of 194,871 share rights and 141,740 performance
rights under the scheme.
• 2020 Group CEO Retention Scheme: In 2020,
the CEO was granted 500,000 share rights under
the Group CEO Retention Scheme with vesting
conditional on the CEO’s continued tenure. In
April 2022, 100,000 Vista Group shares were
issued to the CEO following the vesting of 100,000
share rights under the scheme, and 400,000 share
rights will vest in April 2023 conditional on the
continued tenure of the CEO.
Performance rights outstanding
The total number of outstanding rights granted to Vista Group employees (less known leavers) at
31 December 2022 are detailed in the following table:
GRANT YEAR PLAN TYPE 2023 2024 2025
OUTSTANDING
RIGHTS
2020 Group CEO Retention Scheme 400,000- - 400,000
2021 LTI Scheme382,591336,692-719,283
2022 LTI Scheme 417,296417,296417,2961,251,888
2022 Vista Group Recognition Scheme1,863,113--1,863,113
2022 Senior Management & Executive
Retention Scheme
-100,000200,000300,000
Total outstanding rights 3,063,000853,988617,2964,534,284
The table above does not include the Group CEO Retention Scheme for the incoming CEO, as the grant is contingent on commencement of employment.
Renumeration report • 7574

2022 director remuneration
Director remuneration is paid from the total directors’ fee pool of $725,000 approved by Vista Group’s
shareholders at the ASM held on 26 May 2021. No increase to the fee pool is proposed for 2023.
Directors’ fees are calculated as set out below:
POSITION HELDNZ$
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 2022 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 85,000 - 10,000 95,000 - 95,000
Murray Holdaway
2
Retired as Chief Product
Officer in June 2022
42,500- - 42,500181,430223,930
James Miller Appointed ARC Chair

in May 2022
85,00012,997- 97,997- 97,997
Cris Nicolli NRC Chair 85,000 10,000 15,000 110,000 - 110,000
James Ogden Retired in May 202234,2746,0484,03244,355- 44,355
Kirk Senior 85,00010,000 -95,000- 95,000
To t a l 596,774 39,04629,032664,852181,430846,282
1 Total director fees of $664,852 is within the $725,000 directors’ fee pool approved
2 Murray Holdaway retired from his executive role as Chief Product Officer in June 2022. He remained as a director of Vista Group from that date.
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 in his previous position of
Chief Product Officer until his retirement from that role in June 2022, no additional payments or benefits
were received by directors during 2022.
In his position of Chief Product Officer, Murray Holdaway was entitled to taxable benefits, including 3%
employer KiwiSaver contributions on base salary, employer sponsored Southern Cross health insurance,
and employer sponsored life insurance.
Renumeration report • 7776

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 2023. 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/investor-centre - 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, Modern Slavery Statement
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 • 7978

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
Kirk Senior
BCom, CA
Non-Independent
Non-Executive Director
Claudia Batten
BCom, LLB (Hons)
Independent Director
James Miller
BCom, FCA
Independent Director
Cristiano (Cris) Nicolli
BMS, FAICD
Independent Director
Murray Holdaway
BSc, BCom
Executive Director
During 2022, the Board continued
to implement its succession plan
to achieve greater independent
governance. This involved:
• Independent Director, James Ogden retiring from
the Board after 8 years of service – with effect
from 26 May 2022; and
• Murray Holdaway retiring as a Vista Group
executive, but continuing on the Board as an
Executive Director – with effect from June 2022.
A brief profile, including the relevant qualifications
and experience, of each director can be found at
www.vistagroup.co.nz/board-management.
Vista Group’s constitution does not allow the
appointment of a director by a single shareholder
pursuant to NZX Listing Rule 2.4.
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/investor-centre.
Board composition and characteristics
Six board members
Independent
Non-Executive Directors (male)
Independent

Non-Executive Directors (female)
Executive Directors (male)
Non-Independent
Non-Executive Directors (male)
Corporate governance • 8180

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
can be found at www.vistagroup.co.nz/board-
management.
Board skills matrix
9. Depth of experience in the film industry, including in film exhibition
and/or distribution
9. Film Industry
10. Deep understanding of the environmental, social and governance
considerations in a strategic and operational context and the applicable
legislative framework, including the TCFD
10. Sustainability
1. Expertise and experience in the development and delivery of software
and digital solutions through on-premise, managed services, cloud and/or
online platforms
1. Software, Cloud, Online and Operating Platforms
2. Expertise and experience in digital product marketing and management,
including an understanding of technology trends and implications and the
software and technology value chain
2. Digital product management and marketing
3. 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
3. Data
4. Expertise in corporate strategy and the developing early stage businesses,
including strategic reviews, M&A and strategic partnerships
4. Strategy and development
5. Deep customer insight and advocacy. Go-to-market expertise including direct
sales, internet sales, new markets, and/or specific customer channel experience
in the technology, cinema, film, studio or media sectors in Vista Group's key
international markets (North America, South America, EMEA, APAC)
5. Go-to-market in international markets
6. Financial expertise with significant public company experience in finance,
accounting, capital markets, credit markets, banking and investor relations.
6. Financial Expertise
7. Depth of expertise on listed company boards, including experience in
governance, compliance and risk management and health and safety
7. Listed company
8. Remuneration, retention, workforce planning, talent, culture and diversity
and inclusion
8. People and culture
Capability description
Capabilities
Proficiency guide:
Low Medium High
Six board members
Corporate governance • 8382

Independence and conflicts
Four of Vista Group’s six directors (Susan Peterson (Chair), Claudia Batten,
James Miller and Cris Nicolli) 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 six 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
co-founder of Vista Group, holds 2.91% of Vista
Group’s ordinary shares, and was a member of the
ELT as Vista Group’s Chief Product Officer until he
resigned as a member of the ELT in 2022. 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. 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 Board considers that the roles of the Chair
and the CEO must be separate. The CEO is
not a director of Vista Group and the Chair is
independent of the CEO.
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:
Strategy and Planning
• selecting and, if necessary, replacing the CEO
• ensuring that Vista Group has adequate
management to achieve its objectives and to
support the CEO so that a satisfactory plan for
management succession is in place
• reviewing and approving the strategic, business
and financial plans prepared by the ELT
• reviewing and approving certain material
transactions, and making certain investment and
divestment decisions
• approving and overseeing the administration of
Vista Group’s technology development strategy
Financial Performance and Integrity
• monitoring Vista Group’s performance against its
approved strategic, business and financial plans
and overseeing Vista Group’s operating results
Code of Ethics
• ensuring Vista Group, the Board and the ELT’s
behaviour is consistent with the Code of Ethics,
including compliance with the constitution, any
applicable laws and regulations, NZX Listing
Rules, and any relevant auditing and accounting
principles
• implementing, and from time to time reviewing,
the Code of Ethics, to foster high standards of
ethical conduct and personal behaviour, and hold
accountable those directors, managers or other
employees who engage in unethical behaviour
Risk and Audit
• ensuring the quality and independence of Vista
Group’s external audit process
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:
• developing and making recommendations to the
Board on Vista Group strategies and associated
initiatives;
• managing and implementing strategies approved
by the Board;
• formulating and implementing policies and
reporting procedures for management;
• decision making compatible with Vista Group’s
Delegated Financial Authority Manual;
• managing business risk and implementing the
Board approved risk management framework and
ensuring compliance; and
• the day-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 64.
Directors’ remuneration
Full details regarding Vista Group’s remuneration of
its directors are set out in the Remuneration Report
on page 64.
Corporate governance • 8584

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.
Vista Group provides regular development
opportunities for directors through Director
Education Sessions. During 2022, Vista Group
hosted two Director Education Sessions where
external experts presented on the topics of building
high performance cultures and cybersecurity trends
and practices. Outside of the Director Education
Sessions, 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.
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.
1 James Ogden retired from the Board on 26 May 2022
2 James Miller appointed to Chair of the ARC on 26 May 2022
3 Kirk Senior appointed as committee member of the NRC on 26 May 2022
Each Committee Charter provides that employees and Executive Directors can only attend Committee
meetings at the invitation of the Chair of the relevant Committee.
2022 governance calendar and attendance
Vista Group’s 2022 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:
MEETINGSJANFEBMARAPRM AYJUNJULAUGSEPOCTNOVDEC
Board

Board Sub-Committee
Disclosure Committee
ARC

NRC
ASM
All directors attended the 2022 ASM. Details regarding the directors’ attendance of the meetings of
the Board, Board Sub-Committee, the ARC and the NRC during 2022 is set out in the table below:
Board or Committee Member present Non-Committee Member present
MEETINGSBOARD ATTENDANCEBOARDBOARD SUBARCNRC
Susan Peterson100%
Claudia Batten100%
Murray Holdaway100%
James Miller
2
100%
Cris Nicolli100%
James Ogden
1
100%
Kirk Senior
3
100%
Corporate governance • 8786

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 2023.
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 for shareholders to receive.
As required by the NZX Listing Rules, directors must retire every three years and, if desired, seek
re-election. In accordance with NZX Corporate Governance Code recommendation, 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:
Although Murray Holdaway has served as a director since 2003, as a co-founder of Vista Group, Murray’s
deep understanding of Vista Group’s businesses and the film industry is considered a valuable addition to
the Board’s skills matrix.
DIRECTOR | APPOINTED2003 (CO-FOUNDER)2014 (IPO)20152016201720182019202020212022TENURE
Murray Holdaway
06 Aug 2003
19–20 yrs (co-founder)
Kirk Senior

03 Jun 2014
8–9 yrs (since IPO)
Susan Peterson

03 Jun 2014
8–9 yrs (since IPO)
Cris Nicolli

17 Feb 2017
5–6 yrs
Claudia Batten

01 Jan 2021
2 yrs
James Miller

31 Aug 2021
18 months
Board committees
The Board has two standing committees: the ARC
and the NRC. The members of those committees
are set out in the tables below:

ARC
DirectorIndependence
James Miller (Chair)Independent
Cris NicolliIndependent
Kirk SeniorNon-Independent
NRC
DirectorIndependence
Cris Nicolli (Chair)Independent
Claudia BattenIndependent
Kirk SeniorNon-Independent
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 at www.vistagroup.co.nz/
investor-centre.
The Disclosure Committee was constituted in 2020
under Vista Group’s Continuous Disclosure Policy
and is comprised of Cris Nicolli (Independent
Director), the CEO, the CFO and the General
Counsel and Company Secretary. The Disclosure
Committee convene each month in which a Board
meeting does not occur 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.
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
and approval 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 determined 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 at least every two years. The
committee charters form part of Vista Group’s
Corporate Governance Code which is available at
www.vistagroup.co.nz/investor-centre.
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, with final determination left to
individual director’s personal circumstances.
Further details of directors’ shareholdings in
Vista Group are set out in Directors’ Disclosures
on page 100.
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.
Corporate governance • 8988

Audit plan and role of the external auditor
PricewaterhouseCoopers is Vista Group’s
current external auditor and has 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 2022 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 2022 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 at
www.vistagroup.co.nz/investor-centre. 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
of monitoring all aspects of the external audit of
Vista Group’s affairs including:
• considering the appointment of the auditor, audit
fees and any issues on an auditor’s resignation
or dismissal;
• ensuring the independence, objectivity and
effectiveness of the auditor;
• reviewing the audit plan, nature and scope of the
audit before commencement;
• reviewing Vista Group’s letter of representation to
the auditor; and
• discussion with the auditor of any problems,
reservations or issues arising from the audit and
referring matters of a material or serious nature
to the Board.
Assurance and managing risk
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 that
PricewaterhouseCoopers remains independent
of Vista Group. This annual independence report
documents any risks to independence and
safeguards related to non-audit services. The ARC
reviews this report, with any concerns raised with
the Chair of the Board and Disclosure Committee
(see page 89) to determine whether any market
announcement is required.
The external auditor’s report to shareholders
discloses all non-audit services and any other
relevant independence considerations.
Corporate governance • 9190

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 material information is released
to the NZX and ASX announcement platforms
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 at
www.vistagroup.co.nz/investor-centre.
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, ELT 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 resignations, 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 2022 financial statements.
Risk management is an integral part of Vista Group’s businesses.
The Board has established a Risk Management Framework which
is designed to identify material financial and non-financial risks
that may impact our ability to achieve our strategic objectives.

The ARC is responsible for overseeing, reviewing,
and providing advice to the Board on areas of focus.
The ELT is responsible for ensuring compliance
with the risk management framework and
promoting a culture of good risk practices.
All Vista employees have a responsibility to apply
good risk management practices in their day-to-day
work, by following business parameters set through
policies, procedures, systems and controls. The
Board seeks regular independent assurance and
advice on the effectiveness of the framework and
risk and control management.
Key risks
Risk assessments are carried out by our ELT and
senior leadership teams annually in accordance
with Vista Group’s Risk Management Policy. A risk
assessment includes identification of material risks,
assessment of the consequences and likelihood of
the risk and development of controls to achieve a
level of residual risk that is within Board defined
tolerances based on the Board approved risk
appetite statement.
The following table outlines some of Vista Group’s
key business risks following the latest refresh of
its risk register and the mitigation strategies and
activities for each risk.
Risk management
Corporate governance • 9392

Key RisksMitigation strategies and activities
Health, safety and wellbeing
Protecting our employee’s health, safety and
wellbeing as the risk of physical illness and
mental health effects from Covid-19 remain,
combined with the workforce impacts of
delivering to our Cloud strategy.
• Board oversight through monthly health, safety and
wellbeing report.
• Dedicated Work Well programme to support
employee wellbeing.
• A global network of volunteer Wellness Advocates
that support their peers and lead wellbeing
initiatives.
• Flexible work arrangements including 4.5-day work
week.
Regulatory compliance
Ability to identify and manage new, changed
or reinterpreted laws and regulations, as our
global operations increases the complexity of
compliance. Instances of non-compliance could
result in brand and reputational loss, along with
litigation, fines and financial loss.
• Policies and procedures covering key regulatory and
compliance areas.
• Global legal team provides input on emerging
changes and potential business impacts.
Attract and retain talent
Ability to attract, develop and retain skilled
employees in a highly competitive industry to
be able to deliver on our strategy.
• Succession planning for senior leadership and
critical roles.
• Leadership development and mentoring programme.
• Focus on employee value proposition through
proactive communication strategy internally and
externally.
Access to capital and capital management
Our ability to raise capital when required and to
appropriately allocate capital as we invest and
transition to the platform.
• Maintain a strong relationship with our investors and
banking partners.
• Oversight of capital allocation and budgeting by the
Board.
• Rigorous Capital Allocation Policy approved by the
Board.
• Long-term forecasting through the financial strategic
plan.
Data privacy
Vista Group’s global footprint exposes us to
various global data privacy laws and regulations.
Failure to comply with the applicable laws
and regulations and protect personal data,
through how Vista collects, uses and processes
personal data and information, could result in
financial penalties, regulatory intervention and
reputational damage.
• Multi-jurisdictional Data Protection Officer provides
support and independent assurance.
• Staff awareness training on data privacy and
security.
• Relevant Group policies relating to data protection,
data retention and IT and information security.
• Roadmap to enhance data governance practices.
Key RisksMitigation strategies and activities
Platform stability and data security
Failure to maintain security controls and
processes which expose the Group to
cyber-attacks, a loss of service or unplanned
outages of applications, disrupting clients’
businesses leading to client churn and/or
reputational damage.
• External parties for independent testing
• Continuous monitoring of platforms
• Incident management and response process
• Data hosted in Microsoft Azure & Amazon Web
Services data centres.
• Enterprise grade security tools and applications.
• ISAE(NZ)3000/SAE 3150 assurance report
(equivalent to SOC 2 Type I) in progress for Vista
Cinema.
Strategy execution
Inability to execute our strategic initiatives
that leads to reputational impacts and reduced
revenue growth.
• Executive sponsorship and accountability for
strategic initiatives.
• Program review for improving operational alignment
to strategic initiatives.
• Board approved strategy and oversight from regular
reporting on progress and challenges.
Adverse global events
Vista Group’s global footprint in 100+ countries
exposes us to a variety of global economic
and political headwinds, such as pandemics,
geopolitical instability, and changes in regulatory
policy. This could disrupt operations, change
consumer behaviours, potentially threaten
the safety of our people and adversely impact
revenue and our underlying profitability.
• Maintaining sufficient capital reserves
• Regular financial oversight and monitoring across
our markets
• External advisors provide insights and guidance on
jurisdictional and market activity.
• Regular liaison with clients on emerging industry
and regional trends
Environmental (including climate)
Failure to support or transition to a lower carbon
economy could lead to regulatory impacts and
reputational damage.
• Development of a sustainability programme
• Enhanced Risk Management framework
• Carbon emissions measurement and assurance
programme
• Review and oversight of climate initiatives by the
Audit and Risk Committee.
Corporate governance • 9594

Engaging with investors
Investor relations
Vista Group is committed to open and effective
communication with its shareholders by providing
comprehensive relevant information.
Vista Group communicates with its investors
across a number of forums, including the Investor
Centre section of Vista Group’s website, regular
information disclosures via the NZX and ASX
announcement platforms, at the ASM, Investor
Day and Governance Roadshows, in its Annual
Reports and Interim Reports, and investor and
analyst briefings.
Vista Group aims to provide clear communication
of its strategic direction, including articulating its
strategic priorities.
Investor Centre
Vista Group’s website has a dedicated Investor
Centre. Vista Group’s Investor Centre includes 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 encourages shareholders to attend its
ASMs and to ask questions of the Chair, Board, ELT
and auditor, including as follows:
• Vista Group takes into consideration the
geographical spread of its shareholders, Vista
Group carefully plans the timing and format of
its ASM to allow as many shareholders as possible
to attend and participate;
• shareholders are notified at least 20 working
days prior to the ASM in accordance with NZX
Corporate Governance Code recommendation;
and
• shareholder voting is conducted via a poll, and
shareholders may vote in person, electronically
or by proxy.
Vista Group’s 2022 ASM was held on 26 May 2022
and took place in a hybrid format (in person and
online). The Notice of Meeting for the 2022 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 NZX Corporate Governance Code
recommendation.
Vista Group’s 2023 ASM will be held on 25 May
2023 and is again expected to take place in a hybrid
format.
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 so 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 at www.vistagroup.co.nz/investor-centre.
The Vista Group Code of Ethics
The Code of Ethics, which was adopted and is
regularly reviewed by the Board, 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 sets out:
• the practices necessary to maintain confidence in
Vista Group’s integrity;
• the practices necessary to take into account
Vista Group’s legal obligations and the reasonable
expectations of its stakeholders; and
• the responsibility and accountability of individuals
to report and investigate unethical practices.
Directors and the 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 NZX 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 • 9796

Diversity and inclusion
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 prohibits and will not
tolerate discrimination on the grounds of personal characteristics such as age, ethnic origin, marital status,
religion, gender identity, sexual orientation or social origin. Vista Group has a formal Diversity and Inclusion
Policy, which is available at www.vistagroup.co.nz/investor-centre. 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 2022:
OBJECTIVE OUTCOME
Ensuring there is a minimum
of two females on the Board
at all times
Vista Group has maintained a gender balance on its Board, with Susan
Peterson as Chair and Claudia Batten as an Independent Non-Executive
Director.
Implementing a target of
40:40:20
1
across all roles
and programmes
(e.g. leadership training,
recruitment shortlists etc.)
As of 31 December 2022, women made up 30% of the Executive
Leadership Team and 37% of the Senior Leadership Team.
Women have made up 40% of all new hires in 2022, an improvement on
38% in 2021, and 29% of all promotions have been appointed to women. In
addition, of those participating in leadership development programmes,
38% have been women in 2022.
This outcome shows a movement towards achieving the 40:40:20 split
across our leadership teams and programmes.
Gender Pay Gap analysis A comprehensive Gender Pay Gap analysis has been completed across
all permanent and fixed term employees globally, which compared the
median hourly rates and variable pay of men and women.
Based on a weighted average of the size of each location, Vista Group’s
global gender pay gap is 10.1%. The detailed analysis of the gender gap
by location, pay quartile and job level has been reviewed to assess root
causes as well as actions and initiatives to lower the gap.
To 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
We have continued to build on partnerships with organisations, such
as Tupu Toa, to assist us in increasing cultural awareness as well as to
increase access to technology careers for Māori and Pasifika peoples.
Working with Tupu Toa, we have an intern join Vista in the 2022 cohort
and look forward to continuing to support those wishing to pursue a tech
pathway.
2023 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 2023 are to:
• ensure there is a minimum of two females on the Board at all times;
• progress towards our aspiration of 40:40:20 gender diversity (across all employees) by 2030;
• report on a full Gender Pay Gap Analysis annually and actions undertaking to minimise the gap;
• develop framework and commence collecting data to enable reporting on Ethnic Pay Gap; and
• 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.
OBJECTIVE OUTCOME
Continuing to create and
maintain an inclusive culture
and work environment with
a focus on women, ethnic
minorities and those who
identify as LGBTQ+
We actively work with our local leaders and affiliation groups to promote
and support inclusive work practices and embrace the diversity of our
people across Vista Group. This has included: celebrating key cultural
events such as international Womens Day, Pride Month, Matariki, Diwali,
Día de los Muertos (Day of the Dead). A key element of many of our events
is to provide education and raise awareness across the organisation.
We continue to be an accredited Rainbow Tick organisation as well as a
Global Women partner and a member of Champions for Change.
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.
See page 53 for disclosure regarding the gender diversity as at 31 December 2022.
Corporate governance • 9998

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 2022 are set out in the table below:
NAME OF DIRECTORENTITYNATURE OF GENERAL DISCLOSURE
Susan Peterson Arvida Group Limited (NZX : ARV)Non-Executive Director
Mercury NZ Limited (NZX & ASX:MCY)Non-Executive Director
Property for Industry Limited (NZX:PFI)
1
Non-Executive Director, Chair of Audit and Risk
Committee, and member of Remuneration Committee
Xero 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 WomenTrustee
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
Wonderful Investments LimitedDirector and Shareholder
Murray Holdaway
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 MillerChannel Infrastructure NZ Limited (NZX: CHI)Non-Executive Chair
NZX Limited (NZX:NZX)Non-Executive Chair
Mercury NZ Limited (NZX & ASX:MCY)Non-Executive Director
Cris NicolliPlayside Studios Limited (ASX: PLY)Non-Executive Chair
ReadCloud Limited (ASX: RCL) Non-Executive Chair
Kadasig Aid & Development (Not For Profit Charity)Treasurer
Nicolli Holdings Pty Ltd (Family Investment)Director
Nicolli Family Superannuation FundTrustee
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 Property for Industry Limited on 15 December 2022.
Corporate governance • 101100

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.
Directors’ Vista Group shareholdings
The number of Vista Group shares in respect of
which each director had an interest as at 31 January
2023 is set out in the table below:
DIRECTOR
NUMBER OF VISTA
GROUP SHARES
% OF SHARES
ON ISSUE
Susan Peterson 122,271 0.0524%
Claudia Batten – –
Murray Holdaway 6,786,000 2.91%
James Miller 74,500 0.0319%
Cris Nicolli 87,152 0.0374%
Kirk Senior 861,936 0.37%
Directors’ Vista Group share dealings
During 2022, 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.
Subsidiary companies
The directors of subsidiaries of Vista Group at 31 December 2022 are listed in the table below:
COMPANY NAME DIRECTORSFURTHER INFORMATION
Flicks LimitedNew Zealand100%Matthew Cawte, Kelvin Preston, Kimbal RileyNo changes
Maccs International B.V.Netherlands100%Vista Entertainment Solutions (NL) B.V.No changes
MovieXchange LimitedNew Zealand100%Matthew Cawte, Kelvin Preston, Kimbal RileyNo changes
Movio (IP) LimitedNew Zealand100%Matthew Cawte, Kelvin Preston, Kimbal RileyNo changes
Movio LimitedNew Zealand100%Matthew Cawte, Kelvin Preston, Kimbal RileyNo changes
Movio, Inc.United States100%Matthew Cawte, Kelvin Preston, Kimbal RileyNo changes
Numero LimitedNew Zealand100%Matthew Cawte, Kelvin Preston, Kimbal RileyNo changes
Numero (Aust) Pty LtdAustralia100%Matthew Cawte, Kelvin Preston, Kimbal Riley,
Kirk Senior
No changes
Powster, Inc.United States50%Kirk Senior, Steven ThompsonNo changes
Powster LtdUnited Kingdom50%Kimbal Riley, Steven ThompsonDirector resignations: Nicholas Patsides,
Kirk Senior
S.C. Share Dimension S.R.L.Romania100%Share Dimension B.V.No changes
Senda DO Brasil Serviços de Tecnológia LTDA.Brazil60%Armando Mejias, Gustavo OrtegaNo changes
Share Dimension B.V.Netherlands100%Vista Entertainment Solutions (NL) B.V.No changes
Vista (IP) LimitedNew Zealand100%Matthew Cawte, Kelvin Preston, Kimbal RileyNo changes
Vista Entertainment Solutions LimitedNew Zealand100%Matthew Cawte, Kelvin Preston, Kimbal RileyNo changes
Vista Entertainment Solutions (Asia) Sdn. Bhd.Malaysia100%Matthew Cawte, Kelvin Preston, Kimbal Riley,
Huang Swee Lin
No changes
Vista Entertainment Solutions (Canada) LimitedCanada100%Matthew Cawte, Kelvin Preston, Kimbal RileyNo changes
Vista Entertainment Solutions (NL) B.V.Netherlands100%Matthew Cawte, Kelvin Preston, Kimbal RileyNo changes
Vista Entertainment Solutions (Spain), S.L.U.Spain100%Matthew Cawte, Kelvin Preston, Kimbal RileyNo changes
Vista Entertainment Solutions (UK) LimitedUnited Kingdom100%Matthew Cawte, Kelvin Preston, Kimbal RileyNo changes
Vista Entertainment Solutions (USA), Inc.United States100%Matthew Cawte, Kelvin Preston, Kimbal RileyNo changes
Vista Group LimitedNew Zealand100%Kelvin PrestonNo changes
Vista International Entertainment Solutions
South Africa (Pty) Ltd
South Africa100%Matthew Cawte, Kelvin Preston, Kimbal RileyNo changes
Vista Latin America, S.A. de C.V.Mexico60%Murray Holdaway, Kimbal Riley, Brian
Cadzow, Armando Mejias, Gustavo Ortega
No changes
Company disclosuresDirectors’ disclosures
Corporate governance • 103102

Twenty largest shareholders
Vista Group’s 20 largest shareholders and their shareholdings at 31 January 2023 are set out in the
table below:
RANKREGISTERNAME OF TOP 20 SHAREHOLDERS
NUMBER OF
SHARES
% OF
ISSUED
SHARES
1NZLTea Custodians Limited
1
38,842,987 16.66%
2AUSJ P Morgan Nominees Australia Pty Limited 18,256,6167.83%
3AUSCiticorp Nominees Pty Limited16,837,7217.22%
4NZLBnp Paribas Nominees NZ Limited Bpss401
1
11,823,5095.07%
5NZLAccident Compensation Corporation
1
11,806,4945.06%
6AUSHSBC Custody Nominees (Australia) Limited9,744,457 4.18%
7NZLNational Nominees New Zealand Limited
1
9,201,525 3.95%
8NZLNew Zealand Superannuation Fund Nominees Limited
1
7,414,6613.18%
9NZLBrian John Cadzow & Julie Ann Cadzow & Peter Allen Lewis 7,049,0653.02%
10NZLMurray Lawrence Holdaway & Helen Rachel Geary & Stephen John Mcdonald 6,786,0002.91%
11NZLCustodial Services Limited 6,731,917 2.89%
12AUSBnp Paribas Noms Pty Ltd 6,528,418 2.80%
13NZLHSBC Nominees (New Zealand) Limited
1
6,184,9712.65%
14NZLNew Zealand Depository Nominee5,975,983 2.56%
15NZLJPMORGAN Chase Bank
1
4,924,383 2.11%
16NZLHobson Wealth Custodian Limited4,377,3181.88%
17NZLBruce Alexander Wighton & Marianne Bachler & Peter John Clark3,668,995 1.57%
18NZLPT Booster Investments Nominees Limited3,136,9491.35%
19AUSNational Nominees Limited2,845,2401.22%
20NZLGregory James Trounson & Donald Mackenzie Gibson & Kathryn Mary Lee Trounson 2,763,883 1.19%
Total of top 20 shareholders 184,901,09279.29%
Total shares on issue 233,192,093 100.00%
1 Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial service that allows electronic trading of securities by its members.
Shareholder information
Analysis of shareholdings as at 31 January 2022
SIZE OF HOLDING NUMBER OF HOLDERS NUMBER OF SHARES HOLDING QUANTITY %
1 to 1,000 1,119 567,5370.24%
1,001 to 5,000 1,501 4,000,7261.72%
5,001 to 10,000 481 3,527,9061.51%
10,001 to 50,000 4519,486,4224.07%
50,001 to 100,000 64 4,379,0291.88%
> 100,000 80211,230,47390.58%
To t a l 3,696 233,192,093100.00%
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 as at 31 December 2022 in respect of the
number of voting securities set opposite their names:
NAME OF SUBSTANTIAL PRODUCT HOLDERNUMBER OF SHARES
Fisher Funds Management Limited34,805,332
FIL Limited 21,163,635
Spheria Asset Management Pty Ltd 32,466,361
On 25 January 2023, Accident Compensation Corporation announced that it had commenced having a
substantial product holding in Vista Group, holding 11,781,494 ordinary shares.
Corporate governance • 105104

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 2022.
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 2022.
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 Group’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 anticipates 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
As stated in the 2022 Investor Day, Vista Group is
currently investing in the cloud-based platform with
free cash flows for either investment or dividends
only expected from 2025.
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 2022
was $0.08662386, compared with $0.21883400 at
31 December 2021.
Donations and lobbying
Vista Group made donations of $135,000 during
the 2022 financial year (2021: $127,000), including
$85,000 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
2022.
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 2022.
Modern slavery and human trafficking
statement
Vista Group has published a joint statement (on
behalf of itself and Vista Entertainment Solutions
Limited and Vista Entertainment Solutions (UK)
Limited) setting out the steps it has taken during
the 2022 financial year, and the actions it will
take during the 2023 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 at
www.vistagroup.co.nz/investor-centre.
Corporate governance • 107106

Rights and privileges
Under Vista Group’s constitution and the
Companies Act 1993, each Vista Group share gives
the holder a right to:
• attend 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;
–adopt, revoke or alter the constitution;
–approve a major transaction (as that term is defined

in the Companies Act 1993);
–approve the amalgamation of Vista Group under

section 221 of the Companies Act 1993; or
–place 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;
• receive 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
• exercise 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 and privileges that attach
to Vista Group ordinary shares.
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.
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.
Information for shareholders
Corporate governance • 109108

Directors’ report
The Board of Directors present the financial
statements of Vista Group for the year ended
31 December 2022 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
(NZ GAAP) 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
2022 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 2023.
James Miller
Chair, Audit and Risk Committee
Susan Peterson
Chair
Financial statements
Financial statements • 111110

Statement of other comprehensive income
For the year ended 31 December 2022

20222021
SECTIONNZ$mNZ$m
Items that may be reclassified subsequently to the income statement
1

Translation of foreign operations2.3 2.3
Items that will not be reclassified to the income statement
Excess income tax (expense) / benefit on share-based payments7.1(0.4)0.6
Total other comprehensive income 1.9 2.9
Loss for the year(20.9)(9.9)
Total comprehensive loss for the year (19.0)(7.0)
Total comprehensive loss for the year is attributable to:
Owners of the parent(19.7)(7.0)
Non-controlling interests0.7 -
Total comprehensive loss for the year (19.0)(7.0)
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.The above statement should be read in conjunction with the accompanying notes.
Income statement
For the year ended 31 December 2022

20222021
CONTINUING OPERATIONSSECTIONNZ$mNZ$m
Total revenue2.1, 2.2135.1 98.1
Cost to serve2.3(50.6)(36.4)
Gross profit84.5 61.7
Sales and marketing costs2.3(14.3)(9.3)
Research and development costs2.3(27.6)(22.3)
General and administration costs2.3(32.6)(23.1)
Foreign currency gains / (losses)2.30.6 (0.5)
Total operating expenses(73.9)(55.2)
EBITDA
1
2.210.6 6.5
Amortisation5.5(11.5)(7.8)
Depreciation5.2, 5.7(5.7)(6.1)
Finance costs(2.1)(2.0)
Finance income0.8 0.5
Share of equity accounted loss from associate5.3(2.7)(2.0)
Other gains and losses2.3(11.9)(1.4)
Loss before tax (22.5)(12.3)
Taxation benefit6.11.6 2.4
Loss for the year (20.9)(9.9)
Loss for the year is attributable to:
Owners of the parent(21.4)(9.8)
Non-controlling interests0.5 (0.1)
Loss for the year (20.9)(9.9)
 
Basic and diluted earnings per share (cents)7.2($0.09)($0.04)
1 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.
Financial statements • 113112

Statement of financial position
As at 31 December 2022

20222021
SECTIONNZ$mNZ$m
CURRENT ASSETS
Cash46.060.4
Trade and other receivables5.136.431.9
Contract assets5.14.94.6
Net investment in sublease5.8-0.5
Income tax receivable 1.32.2
Total current assets 88.699.6
NON-CURRENT ASSETS 
Contract assets5.10.4-
Property, plant and equipment5.24.74.0
Lease assets5.712.315.6
Net investment in sublease5.81.22.2
Investment in associate5.3-11.6
Goodwill5.457.155.7
Other intangible assets5.553.039.8
Deferred tax asset6.217.814.6
Total non-current assets 146.5143.5
Total assets 235.1243.1
CURRENT LIABILITIES 
Borrowings - related parties4.20.50.6
Trade and other payables5.623.618.7
Lease liabilities5.75.34.8
Deferred revenue5.922.320.5
Contingent consideration31.4-
Provisions5.100.62.8
Income tax payable0.40.2
Total current liabilities 54.147.6
NON-CURRENT LIABILITIES 
Borrowings - external4.217.616.2
Lease liabilities5.713.317.8
Deferred revenue5.90.40.4
Contingent consideration31.5-
Provisions5.100.10.4
Deferred tax liability6.20.10.9
Total non-current liabilities 33.035.7
Total liabilities87.183.3
Net assets 148.0159.8
EQUITY 
Contributed equity7.1135.0131.3
Retained earnings1.923.3
Foreign currency reserve7.43.81.7
Share-based payment reserve7.55.31.7
Total equity attributable to owners of the parent146.0158.0
Non-controlling interests2.01.8
Total equity 148.0159.8
For, and on behalf of, the Board who approved these financial

statements for issue on 28 February 2023.
The above statement should be read in conjunction with the accompanying notes.
Susan Peterson
Chair
James Miller

Chair, Audit and Risk Committee
The above statement should be read in conjunction with the accompanying notes.
Statement of changes in equity
For the year ended 31 December 2022
2022SECTION
CONTRIBUTED
EQUITY
$NZm
RETAINED
EARNINGS
$NZm
FOREIGN
CURRENCY
RESERVE
NZ$m
SHARE-
BASED
PAYMENT
RESERVE
NZ$m
TOTAL EQUITY
ATTRIBUTABLE
TO OWNERS
NZ$m
NON-
CONTROLLING
INTERESTS
NZ$m
TOTAL
EQUITY
NZ$m
Balance at 1 January 2022131.3 23.3 1.7 1.7 158.0 1.8 159.8
Total comprehensive income movement:
Loss for the year-(21.4)--(21.4)0.5 (20.9)
Other comprehensive (loss) / income
1
(0.4)-2.1 -1.7 0.2 1.9
Total comprehensive (loss) / income(0.4)(21.4)2.1 -(19.7)0.7 (19.0)
Transactions with owners:

Retriever acquisition33.2 ---3.2 -3.2
Share-based payments7.1, 7.50.9 --3.6 4.5 -4.5
Dividends paid-----(0.5)(0.5)
Balance at 31 December 2022135.0 1.9 3.8 5.3 146.0 2.0 148.0
2021
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
1
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 payments7.1, 7.54.7 --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
1 Items of other comprehensive income will be reclassified to the income statement when specific conditions are met.
114

Notes to the financial statements
1. Basis of preparation
General information
The notes are consolidated into nine 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 5.1 Revenue and expected credit loss (ECL) provisioning
Section 5.3 Impairment testing of associate companies
Section 5.4 Impairment testing of goodwill
Section 5.5 Capitalisation of development costs
Section 5.8 Carrying amount of net investment in sublease
Section 6.2 Recognition of deferred tax assets
Recognition of Government grants is no longer classified as a significant source of estimation uncertainty. Most areas of
uncertainty in prior years have been settled in full, with judgement only now required for the 2022 New Zealand Research &
Development Tax Incentive (RDTI). No accrual has been made for the RDTI scheme due to Vista Group not yet having reasonable
assurance that it will be received. Any amount received is highly likely to be capitalised in full as an intangible asset.
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 NZX Main Board (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, separate financial statements for the Company are not presented
because group financial statements are prepared and presented for the Company and its subsidiaries.
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 2023.
Statement of cashflows
For the year ended 31 December 2022
20222021

SECTIONNZ$mNZ$m
CASHFLOWS FROM OPERATING ACTIVITIES 
Receipts from clients131.5105.7
Payments to suppliers and employees(117.6)(92.2)
Pandemic related wage subsidies-3.1
Pandemic related tax deferrals-(2.2)
Taxes received / (paid)0.4(1.6)
Interest paid(1.9)(1.5)
Net cash inflow from operating activities4.112.411.3
CASHFLOWS FROM INVESTING ACTIVITIES 
Purchase of property, plant and equipment5.2(2.1)(0.9)
Purchase of internally generated software and other intangibles5.5(16.8)(11.9)
Interest received0.40.2
Payment of contingent consideration-(0.3)
Retriever acquisition, net of cash acquired3, 5.5(3.3)-
Net cash applied to investing activities (21.8)(12.9)
CASHFLOWS FROM FINANCING ACTIVITIES 
Lease payments - principal elements5.7(5.1)(3.0)
Loan repayment - HSBC PPP4.2-(2.8)
Loan drawdown - related parties4.2-0.6
Loan repayment - related parties4.2(0.1)-
Dividends / liquidation proceeds paid to non-controlling interests(0.5)(0.1)
Net cash applied to financing activities (5.7)(5.3)
Net decrease in cash (15.1)(6.9)
Cash at beginning of year60.467.1
Foreign exchange differences0.70.2
Cash at year end 46.060.4
The above statement should be read in conjunction with the accompanying notes.
Notes to the financial statements • 117116

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
client has received all the benefits associated with the performance obligation.
Revenue by category
20222021
NZ$m%NZ$m%
SaaS revenue38.4 27.8
Non-SaaS revenue73.9 53.6
Recurring revenue112.3 83%81.4 83%
Perpetual software6.3 5.4
Hardware6.2 1.5
Services & development - one off10.0 9.5
Other revenue0.3 0.3
Non-recurring revenue22.8 17%16.7 17%
Total revenue
1
135.1 100%98.1 100%
1 No individual client 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. This categorisation of revenue is also expected to help investors understand the nature of Vista Group’s
revenue.
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.
Non-GAAP financial information does not have a standardised meaning prescribed by NZ GAAP and therefore may not be
comparable to similar financial information presented by other entities.
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.
Basis of consolidation
Vista Group’s financial statements consolidate those of the Company and its subsidiaries as at 31 December 2022. 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 2022 that
have a material impact on Vista Group.
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2022
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 • 119118