VGL – Capital Change Notice

Vista Group International Limited
Capital Change Notice

Section 1: Issuer information
Name of issuer Vista Group International Limited
NZX ticker code VGL
Class of financial product Share Rights.
ISIN (If unknown, check on NZX
website)
NZVGLE0003S1
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 200,000 Share Rights under the 2023 Group CEO
Retention Scheme.
300,000 Share Rights under the 2023 Senior
Leadership Retention Scheme.
Nominal value (if any) N/A
Issue/acquisition/redemption price per
security
Share Rights issued for nil consideration to:
• the Group CEO under the 2023 Group CEO
Retention Scheme; and
• participants under the 2023 Senior Leadership
Retention Scheme.
Nature of the payment (for example,
cash or other consideration)
N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial
Products issued/acquired/redeemed/
(calculated on the number of Financial
Products of the Class, excluding any
Treasury Stock, in existence)
100% of the Share Rights under the 2023 Group
CEO Retention Scheme and the 2023 Senior
Leadership Retention Scheme.
For an issue of Convertible Financial
Products or Options, the principal terms
of Conversion (for example the
Conversion price and Conversion date
and the ranking of the Financial Product
in relation to other Classes of Financial
Product) or the Option (for example, the
exercise price and exercise date)
Each Share Right represents upon vesting an
entitlement to be issued an Ordinary Share in the
Company, subject to the vesting condition that:
• 2023 Group CEO Retention Scheme: the Group
CEO commences employment and remains as
the Group CEO up to and including 15 April 2024
for Tranche 1 Share Rights and 15 April 2025 for
Tranche 2 Share Rights; and
• 2023 Senior Leadership Retention Scheme:
the relevant participant remains an employee of
the Company or one of its subsidiaries up to and
including 15 April 2024.
Reason for issue/acquisition/redemption
and specific authority for
issue/acquisition/redemption/ (the
reason for change must be identified
here)
The motivation, reward and retention of the Group
CEO and certain senior employees of the Company
and its subsidiaries.
Board resolutions dated 16 March 2023 approving the
grant of Share Rights under the 2023 Group CEO

Retention Scheme and the 2023 Senior Leadership
Retention Scheme.
Total number of Financial Products of
the Class after the
issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total
number of Financial Products of the
Class held as Treasury Stock after the
issue/acquisition/redemption.
5,112,548 Share Rights.
There is no Treasury Stock.
In the case of an acquisition of shares,
whether those shares are to be held as
treasury stock
N/A
Specific authority for the issue,
acquisition, or redemption, including a
reference to the rule pursuant to which
the issue, acquisition, or redemption is
made
Board resolutions dated 16 March 2023 and Listing
Rule 4.6.1.
Terms or details of the issue,
acquisition, or redemption (for example:
restrictions, escrow arrangements)
Any Ordinary Shares in the Company issued on
vesting of a Share Right will rank equally with all
other fully paid Ordinary Shares in the Company.
Date of issue/acquisition/redemption 20 March 2023
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Kelvin Preston – General Counsel and Company
Secretary
Contact person for this announcement
Kelvin Preston – General Counsel and Company
Secretary
Contact phone number +64 9 984 4570
Contact email address kelvin.preston@vista.co
Date of release through MAP

20 March 2023

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Equity Securities
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Announcement Summary
Entity name
VISTA GROUP INTERNATIONAL LIMITED.
Date of this announcement
Monday March 20, 2023
The +securities the subject of this notification are:
Total number of +securities to be issued/transferred
ASX +security
codeSecurity description
Total number of
+securities to be
issued/transferredIssue date
VGLABSHARE RIGHTS500,00020/03/2023
Refer to next page for full details of the announcement
+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being
quoted on ASX until the restriction ends

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Equity Securities
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Part 1 - Entity and announcement details
1.1 Name of entity
VISTA GROUP INTERNATIONAL LIMITED.
We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.
1.2 Registered number type
ARBN
Registration number
600417203
1.3 ASX issuer code
VGL
1.4 The announcement is
1.5 Date of this announcement
20/3/2023
New announcement

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Equity Securities
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Part 2 - Issue details
2.1 The +securities the subject of this notification are:
2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and
which:
has an existing ASX security code ("existing class")
+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being
quoted on ASX until the restriction ends

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Equity Securities
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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to
ASX in an Appendix 3B
Additional +securities in an existing class issued under an +employee incentive scheme
ASX +security code and description
VGLAB : SHARE RIGHTS
Date the +securities the subject of this notification were issued
20/3/2023
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Provide details of the KMP or +associates being issued +securities.
Name of KMPName of registered holderNumber of +securities
Stuart Dickinson (CEO, Vista Group)Same
200,000
Kelvin Preston (General Counsel &
Company Secretary, Vista Group)
Same
50,000
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme
or a summary of the terms
Each Share Right represents upon vesting an entitlement to be issued an Ordinary Share in the Company, subject to the
vesting condition that:
- 2023 Group CEO Retention Scheme: the Group CEO commences employment and remains as the Group CEO up to
and including 15 April 2024 for Tranche 1 Share Rights and 15 April 2025 for Tranche 2 Share Rights; and
- 2023 Senior Leadership Retention Scheme: the relevant participant remains an employee of the Company or one of its
subsidiaries up to and including 15 April 2024.
Any other information the entity wishes to provide about the +securities the subject of this notification
Yes
Yes

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Equity Securities
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Issue details
Number of +securities
400,000
Number of +securities
100,000

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
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Equity Securities
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Part 4 - +Securities on issue
Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of
the entity will comprise:
(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one
application for quotation/issuance currently with ASX for processing.)
4.1 Quoted +Securities (Total number of each +class of +securities quoted)
ASX +security code and description
Total number of
+securities on issue
VGL : ORDINARY FULLY PAID FOREIGN EXEMPT NZX233,192,093
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
VGLAA : PERFORMANCE RIGHTS1,023,128
VGLAB : SHARE RIGHTS4,287,221