2023 Governance Update

Vista Group
International
Limited
2023
Governance Update
22 & 23 March 2023

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Agenda
01
Governance Overview
Susan Peterson (Chair)
02
Governance Objectives 2023/2024
Susan Peterson (Chair)
03
Group CEO Succession
Cris Nicolli (NRC Chair)
04
Executive Remuneration Framework
Cris Nicolli (NRC Chair)
05
Sustainability
Susan Peterson (Chair)

Vista Group’s purposeis to bring more people
together to experience the magicof movies and
cinema by creating the platform that connects the
industryand powers the moviegoer experience

Governance Overview
5
Current Board Succession ProgrammeCompleted
•Independent Chair of the Board –Susan Peterson
•Independent Chair of Audit and Risk Committee – James Miller
•Independent Chair of Nominations and Remuneration Committee – Cris Nicolli
•Majority Independent Directors and separation between Governance and
Management
•Claudia Batten and James Miller joined the Board
•Brian Cadzow and James Ogden retired
•Kirk Senior and Murray Holdaway
1
retired as executives of Vista Group, whilst
remaining on the Board
Susan Peterson
Independent Chair
Murray Holdaway
Non-Independent
Executive Director
Claudia Batten
Independent Director
James Miller
Independent Director
Cris Nicolli
Independent Director
1. Murray Holdaway retired as Chief Product Officer in June 2022. However, as a participant in Vista Group’s Gold Class
Alumni Scheme, Murray remains an ‘Executive’ as defined in the NZX Listing Rules.
Kirk Senior
Non-Independent Non-
Executive Director

Governance Objectives 2023/2024
•Support the Group CEO transition
•Monitor the efficient delivery of the SaaS Platform transformation
•Ensure Vista Group maintains a strong balance sheet and free cashflow, and
remains disciplined in its capital expenditure
•Monitoring risk management, including cyber security risk
•Give appropriate focus to sustainability, with a focus on TCFD readiness
•Continue to strengthen engagement with investors and stakeholders
Supporting delivery of the Strategic Plan
Sustainability
Film Industry
People and Culture
Listed Company
Financial Expertise
Go-to-market in
international markets
Data
Strategy and
development
Digital product
management
and marketing
Software, Cloud,
Online and
Operating Platforms
Board Skills Matrix
High
MediumLow

Group CEO Succession
7
Appointment of Stuart Dickinson
An accomplished leader with extensive experience in the technology sector
•Stuart Dickinson was appointed Group CEO on 9 December with effect from 11 April 2023
following Kimbal Riley’s announced retirement
•Stuart is an experienced global technology executive:
•Over 25 years of technology leadership experience, including with NYSE listed DXC
Technology (NYSE:DXC)
•Has led significant transformation programmesin systems integration across
Australia, New Zealand and internationally
•The Board engaged an executive recruitment firm to manage therecruitment process
including identifying internal and external candidates globally
•The Group CEO remuneration framework was benchmarked externally
•Current Group CEO, Kimbal Riley, will support a smooth transition through to December
2023

Executive Remuneration Framework
8
Focused on delivery of the Strategic Plan
•2023/2024 is a key period for delivery of the SaaS platform transformation
outlined at the Investor Day in October 2022
•The market for key talent remains competitive and retention remains a key risk for
delivery of the Strategic Plan
•The Executive Leadership Team’s remuneration framework is aligned to delivery of
that Strategic Plan
•The Short Term Incentive Scheme has a cash collections gate directed at improving
Client Receipts and Aged Receivables, and is otherwise focused on EBITDA growth,
Recurring Revenue growth, Client NPS, and Employee NPS
•The Long Term Incentive Scheme and Senior Leadership Retention Scheme is
focused on Recurring Revenue growth and the retention of key talent
•Executive remuneration is externally benchmarked by role and region
Stuart Dickinson
CEO
Matthew Cawte
CFO
Anna Ferguson
Chief People Officer
Holly Jones
Head of Marketing
Kelvin Preston
General Counsel
Jason Madsen
Commercial Director
Sarah Lewthwaite
CEO, Movio
Leon Newnham
CEO, Vista Cinema
Matthew Liebmann
Chief Data & Innovation
Officer
Simon Burton
CEO, Numero& Maccs
Ste Thompson
CEO, Powster

Sustainability
Voluntary TCFD Reporting in April 2023
•Vista Group has measured, and is taking steps to minimize, its gender pay
gap
•Industry leading employee NPS and wellbeing scores
•40:40:20 gender diversity (all employees) by 2030
Caring for our people and communities
•ISAE (NZ) 3000 /SAE 3150 controls assurance reviews finalized for Vista
Cinema
•Governance Roadshows and Investor Days
Building greater trust
•Baseline greenhouse gas emissions have been verified by Toitū
•Vista Group’s first voluntary climate related financial disclosure statement
will be published in April 2023
Impactful innovation and consuming
responsibly
Developed sustainability framework against United Nations Sustainable Development Goals, focused on: