VGL – Capital Change Notice

Vista Group International Limited
Capital Change Notice


This notice is given under the NZX Listing Rules 3.13.1 and 3.15.2 and relates to the exercise of
share rights under the 2022 Vista Group Recognition Scheme (2022 VGRS) pursuant to which
participants were issued share rights which entitle them to receive fully paid ordinary shares in
Vista Group International Limited subject to satisfaction of the vesting condition.
For the purposes of NZX Listing Rule 3.15.2, after the exercise of the share rights detailed in this
notice, 259,707 share rights under the 2022 VGRS will not be exercised and will lapse as a result
of the vesting condition not having been met.
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 1,851,062 VGL ordinary shares
Nominal value (if any) N/A
Issue/acquisition/redemption price per
security
Nil
Nature of the payment (for example,
cash or other consideration)
Upon the vesting of each share right under the 2022
VGRS the holder is entitled to one VGL ordinary
share for no cash payment.
Amount paid up (if not in full) Fully paid ordinary shares
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)
0.79107925%
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)
N/A
Reason for issue/acquisition/redemption
and specific authority for
issue/acquisition/redemption/ (the
reason for change must be identified
here)
Exercise of 1,851,062 share rights under the 2022
VGRS (see details above) authorised by Directors’
resolutions dated 12 April 2023.
Total number of Financial Products of
the Class after the
235,843,042
There is no Treasury Stock.

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.
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
Directors’ resolutions dated 12 April 2023 pursuant to
NZX Listing Rule 4.6.1 and 4.9.1(b).
Terms or details of the issue,
acquisition, or redemption (for example:
restrictions, escrow arrangements)
The shares issued are quoted ordinary shares
ranking equally with the existing VGL ordinary shares
on issue.
Date of issue/acquisition/redemption 14 April 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

14 April 2023

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Notification of cessation of +securities
Notification of cessation of +securities
1 / 5
Announcement Summary
Entity name
VISTA GROUP INTERNATIONAL LIMITED.
Announcement Type
New announcement
Date of this announcement
Friday April 14, 2023
Details of +securities that have ceased
ASX +security
codeSecurity description
Number of
+securities that
have ceased
The +securities have
ceased due to
Date of
cessation
VGLAAPERFORMANCE RIGHTS94,909Expiry of option or other
convertible security without
exercise or conversion
14/04/2023
VGLABSHARE RIGHTS353,839Expiry of option or other
convertible security without
exercise or conversion
14/04/2023
Refer to next page for full details of the announcement

Notification of cessation of +securities
Notification of cessation of +securities
2 / 5
Part 1 - Announcement Details
1.1 Name of +Entity
VISTA GROUP INTERNATIONAL LIMITED.
We (the entity named above) provide the following information about our issued capital.
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
14/4/2023
New announcement

Notification of cessation of +securities
Notification of cessation of +securities
3 / 5
Part 2 - Details of +equity securities or +debt securities that have ceased
ASX +Security Code and Description
VGLAA : PERFORMANCE RIGHTS
Unquoted +equity securities that have ceased
Number of securities that have ceased
94,909
Reason for cessation
Expiry of option or other convertible security without exercise or conversion
Date of cessation
14/4/2023
Is the entity paying any consideration for the cessation?
Any other information the entity wishes to notify to ASX about the cessation?
28,969 performance rights under the 2021 LTI Scheme and 65,940 performance rights under the 2022 LTI Scheme will
not be exercised and will lapse as a result of the vesting conditions not having been met.
ASX +Security Code and Description
VGLAB : SHARE RIGHTS
Unquoted +equity securities that have ceased
Number of securities that have ceased
94,132
Reason for cessation
Expiry of option or other convertible security without exercise or conversion
Date of cessation
14/4/2023
Is the entity paying any consideration for the cessation?
Any other information the entity wishes to notify to ASX about the cessation?
28,192 share rights under the 2021 LTI Scheme and 65,940 share rights under the 2022 LTI Scheme will not be exercised
and will lapse as a result of the vesting conditions not having been met.
ASX +Security Code and Description
VGLAB : SHARE RIGHTS
Unquoted +equity securities that have ceased
Number of securities that have ceased
No
No

Notification of cessation of +securities
Notification of cessation of +securities
4 / 5
Number of securities that have ceased
259,707
Reason for cessation
Expiry of option or other convertible security without exercise or conversion
Date of cessation
14/4/2023
Is the entity paying any consideration for the cessation?
Any other information the entity wishes to notify to ASX about the cessation?
259,707 share rights under the 2022 VGRS will not be exercised and will lapse as a result of the vesting condition not
having been met.
No

Notification of cessation of +securities
Notification of cessation of +securities
5 / 5
Part 3 - Issued capital following changes
Following the cessation of the +securities the subject of this notification, the issued capital of the entity will
comprise:
3.1 Quoted +equity securities and +debt securities (total number of each +class of +securities quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
VGL : ORDINARY FULLY PAID FOREIGN EXEMPT NZX233,192,093
3.2 Unquoted +equity securities (total number of each +class of +equity securities issued but not quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
VGLAA : PERFORMANCE RIGHTS1,753,546
VGLAB : SHARE RIGHTS4,758,709
Note: the figures stated in the tables above are used to calculate the total market capitalisation of the entity published by
ASX from time to time. The table will not include those classes of +securities that have ceased or lapsed in their entirety in
ASX records before the announcement date described in Q1.5, even if the entity has advised ASX of a change to that class
of +security in Part 2 of this form.

---

Application for quotation of +securities
Application for quotation of +securities
1 / 10
Announcement Summary
Entity name
VISTA GROUP INTERNATIONAL LIMITED.
Announcement Type
New announcement
Date of this announcement
Friday April 14, 2023
The +securities to be quoted are:
Total number of +securities to be quoted
ASX +security
codeSecurity description
Number of +securities to
be quotedIssue date
VGLORDINARY FULLY PAID FOREIGN EXEMPT
NZX
2,650,94914/04/2023
Refer to next page for full details of the announcement
+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities
being converted

Application for quotation of +securities
Application for quotation of +securities
2 / 10
Part 1 - Entity and announcement details
1.1 Name of entity
VISTA GROUP INTERNATIONAL LIMITED.
We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix
2A of the ASX Listing Rules.
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
14/4/2023
New announcement

Application for quotation of +securities
Application for quotation of +securities
3 / 10
Part 2 - Type of Issue
2.1 The +securities to be quoted are:
2.2 The +securities to be quoted are:
Additional +securities in a class that is already quoted on ASX ("existing class")
+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities
being converted

Application for quotation of +securities
Application for quotation of +securities
4 / 10
Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an
Appendix 3B
Existing +securities converting into additional +securities in an existing class
FROM (Existing Class)
ASX +security code and description
VGLAA : PERFORMANCE RIGHTS
TO (Existing Class)
ASX +security code and description
VGL : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Please state the number of options
that were exercised or other
+convertible securities that were
converted
422,893
The first date the options were
exercised or other +convertible
securities were converted

The last date the options were
exercised or other +convertible
securities were converted
14/4/2023
Is this all of the options or other +convertible securities on issue of that type (ie have all of those options now been
exercised or have all of those convertible securities now been converted)?
The right of the holder of the options or other +convertible securities to receive the +underlying securities is being
satisfied by:
The underlying securities being received by the holder are:
Were the options being exercised or other +convertible securities being converted issued under an +employee
incentive scheme?
Are any of the options being exercised or other +convertible securities being converted held by +key management
personnel (KMP) or an +associate?
Provide details of the KMP or +associates who are exercising options or converting convertible securities
Name of KMPName of registered holder
Number of options being exercised
or other +convertible securities
being converted
Kimbal Riley (Previous CEO, Vista
Group)
Kimbal Riley
57,534
Matthew Cawte (CFO, Vista Group)Matthew Cawte
54,887
Kelvin Preston (General Counsel &
Company Secretary)
Kelvin Preston
27,365
15,765
Yes
Yes
Intended to be, but are not yet, quoted by ASX
An issue of new +securities
No

Application for quotation of +securities
Application for quotation of +securities
5 / 10
Jason Madsen (Commercial Director)Jason Madsen
Leon Newnham (CEO, Vista Cinema)Leon Newnham
55,476
Issue date
14/4/2023
Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued
+securities in that class?
Issue details
Number of +securities to be quoted
422,893
Are the +securities being issued for a cash consideration?
Please describe the consideration being provided for the +securities
Upon the vesting of each performance right under the 2021 LTI Scheme and the 2022 LTI Scheme the holder is entitled to
one VGL ordinary share for no cash payment.
Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the
+securities to be quoted
0.000000
Any other information the entity wishes to provide about the +securities to be quoted
Existing +securities converting into additional +securities in an existing class
FROM (Existing Class)
ASX +security code and description
VGLAB : SHARE RIGHTS
TO (Existing Class)
No
Yes

Application for quotation of +securities
Application for quotation of +securities
6 / 10
TO (Existing Class)
ASX +security code and description
VGL : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Please state the number of options
that were exercised or other
+convertible securities that were
converted
376,994
The first date the options were
exercised or other +convertible
securities were converted

The last date the options were
exercised or other +convertible
securities were converted
14/4/2023
Is this all of the options or other +convertible securities on issue of that type (ie have all of those options now been
exercised or have all of those convertible securities now been converted)?
The right of the holder of the options or other +convertible securities to receive the +underlying securities is being
satisfied by:
The underlying securities being received by the holder are:
Were the options being exercised or other +convertible securities being converted issued under an +employee
incentive scheme?
Are any of the options being exercised or other +convertible securities being converted held by +key management
personnel (KMP) or an +associate?
Provide details of the KMP or +associates who are exercising options or converting convertible securities
Name of KMPName of registered holder
Number of options being exercised
or other +convertible securities
being converted
Kimbal Riley (Previous CEO, Vista
Group)
Kimbal Riley
51,402
Matthew Cawte (CFO, Vista Group)Matthew Cawte
49,115
Kelvin Preston (General Counsel &
Company Secretary)
Kelvin Preston
24,393
Jason Madsen (Commercial Director)Jason Madsen
13,874
Leon Newnham (CEO, Vista Cinema)Leon Newnham
49,557
Issue date
14/4/2023
Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes
Yes
Intended to be, but are not yet, quoted by ASX
An issue of new +securities
No

Application for quotation of +securities
Application for quotation of +securities
7 / 10
+securities in that class?
Issue details
Number of +securities to be quoted
376,994
Are the +securities being issued for a cash consideration?
Please describe the consideration being provided for the +securities
Upon the vesting of each share right under the 2021 LTI Scheme and the 2022 LTI Scheme the holder is entitled to one
VGL ordinary share for no cash payment.
Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the
+securities to be quoted
0.000000
Any other information the entity wishes to provide about the +securities to be quoted
Existing +securities converting into additional +securities in an existing class
FROM (Existing Class)
ASX +security code and description
VGLAB : SHARE RIGHTS
TO (Existing Class)
ASX +security code and description
VGL : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Please state the number of options
that were exercised or other
+convertible securities that were
converted
1,851,062
The first date the options were
exercised or other +convertible
securities were converted

The last date the options were
exercised or other +convertible
securities were converted
14/4/2023
Is this all of the options or other +convertible securities on issue of that type (ie have all of those options now been
exercised or have all of those convertible securities now been converted)?
The right of the holder of the options or other +convertible securities to receive the +underlying securities is being
satisfied by:
An issue of new +securities
Yes
No
Yes

Application for quotation of +securities
Application for quotation of +securities
8 / 10
The underlying securities being received by the holder are:
Were the options being exercised or other +convertible securities being converted issued under an +employee
incentive scheme?
Are any of the options being exercised or other +convertible securities being converted held by +key management
personnel (KMP) or an +associate?
Provide details of the KMP or +associates who are exercising options or converting convertible securities
Name of KMPName of registered holder
Number of options being exercised
or other +convertible securities
being converted
Leon Newnham (CEO, Vista Cinema)Leon Newnham
22,037
Issue date
14/4/2023
Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes
Yes
Yes
Intended to be, but are not yet, quoted by ASX

Application for quotation of +securities
Application for quotation of +securities
9 / 10
Issue details
Number of +securities to be quoted
1,851,062
Are the +securities being issued for a cash consideration?
Please describe the consideration being provided for the +securities
Upon the vesting of each share right under the 2022 VGRS the holder is entitled to one VGL ordinary share for no cash
payment.
Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the
+securities to be quoted
0.000000
Any other information the entity wishes to provide about the +securities to be quoted
NoNo

Application for quotation of +securities
Application for quotation of +securities
10 / 10
Part 4 - Issued capital following quotation
Following the quotation of the +securities the subject of this application, the issued capital 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 on ASX following the +quotation of the
+securities subject of this application)
ASX +security code and description
Total number of
+securities on issue
VGL : ORDINARY FULLY PAID FOREIGN EXEMPT NZX235,843,042
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 RIGHTS1,425,562
VGLAB : SHARE RIGHTS2,884,492