Notice of Annual Meeting

Vista Group
International
Limited
2023
Notice of
Annual Meeting
of Shareholders

Items of Business
• Chair’s introduction and address
• CEO’s address
• Resolutions
• General business and shareholder discussion
RESOLUTION
To consider, and if thought fit, to pass the following ordinary resolution:
That the Board is authorised to fix the fees and expenses of PricewaterhouseCoopers
as auditor for the ensuing year.
The Resolution has the unanimous support of the Board.
Further information relating to the Resolution is set out in the Explanatory Notes
accompanying this Notice of Meeting. Please read and consider the Resolution
together with the Explanatory Notes.
Susan Peterson
Chair of the Board
Vista Group International Limited
26
th
April 2023
Notice of 2023 Annual
Meeting of Shareholders
Dear Shareholders,
Notice is given that the Annual Meeting of Shareholders of Vista Group
International Limited (Vista Group) will be held at our share registrar Link
Market Services’ offices at Level 30, PwC Tower, 15 Customs Street West,
Auckland and online at www.virtualmeeting.co.nz/vgl23 on Thursday, 25
th

May 2023 commencing at 3:00pm.

Explanatory Notes
Resolution 1: Appointment of
auditors and auditors’ remuneration
Pursuant to section 207T of the Companies
Act 1993, PricewaterhouseCoopers is
automatically re-appointed as the auditors
of Vista Group at the Annual Meeting.
Shareholders are being asked to resolve
that the Board be authorised to fix the
remuneration of PricewaterhouseCoopers
as the auditors of Vista Group for the 2023
financial year.

Important information
Annual Meeting
of Shareholders
Shareholders will be able to attend and
participate in the Annual Meeting in person
at our share registrar Link Market Services’
offices located at Level 30, PwC Tower,
15 Customs Street West, Auckland, and
virtually via an online platform at
www.virtualmeeting.co.nz/vgl23.
Shareholders attending and participating
in the Annual Meeting in person will be
able to ask questions during the meeting.
A proxy form is enclosed with this Notice
of Meeting which allows you to vote on
the resolution notified in this Notice of
Meeting. Please bring this form with you to
the meeting, as the barcode will assist with
your registration.
Shareholders attending and participating
in the Annual Meeting virtually via the
online platform will be able to vote and
ask questions during the meeting. More
information regarding virtual attendance
at the Annual Meeting (including how to
vote and ask questions virtually during the
meeting) is available in the Virtual Annual
Meeting Online Portal Guide available at
https://bcast.linkinvestorservices.co.nz/
generic/docs/OnlinePortalGuide.pdf.
Voting And Proxies
Shareholders may vote in person at the
Annual Meeting, cast an online or postal
vote, or appoint a proxy to attend the
Annual Meeting and vote in their place.
Shareholders should also refer to the
enclosed voting/proxy form for further
details in relation to voting.
A body corporate which is a Shareholder
may appoint a representative to attend on
its behalf in the same manner as that in
which it could appoint a proxy.
A proxy need not be a Shareholder of Vista
Group. A Shareholder who wishes to do so
may appoint the Chair of the Meeting or
another Director to act as proxy.
A proxy will vote as directed in the voting/
proxy form or, if voting is left to the proxy’s
discretion, then the proxy will decide how
to vote on the Resolution. If the Chair or
another Director is appointed as proxy
and the voting is left to the Director’s
discretion, each Director intends to vote in
favour of the Resolution.
To cast a postal or online vote, or appoint a
proxy, go online to vote.linkmarketservices.
com/VGL or complete and lodge the
enclosed voting/proxy form with the share
registrar, Link Market Services Limited,
in accordance with the instructions set
out on the form. In either case the online
appointment or vote, or completed form,
must be received not later than 48 hours
before the time of the holding of the
meeting (i.e. before 3:00pm (New Zealand
time) on Tuesday, 23
rd
May 2023).

Voting Restrictions
No Voting Restrictions (as defined in the
NZX Listing Rules) apply to the Resolution.
NZX Register Holders
You will need to enter your CSN/Holder
Number and Authorisation Code (FIN) to
securely complete your online vote or proxy
appointment.
ASX Register Holders
You will need to enter your Holder Number
and postcode to securely complete your
online vote or proxy appointment.
If you wish to mail the voting/proxy form
then please send it to our share registrar,
Link Market Services Limited, using
the postal address stated on the form.
Alternatively, you can scan and email the
completed voting/proxy form to
meetings@linkmarketservices.com (please
use “Vista Group Proxy” as the subject of
your email). The completed voting/proxy
form must be received by the share registrar
no later than 3:00pm (New Zealand time) on
Tuesday, 23
rd
May 2023. Any voting/proxy
form received after that time will not be
valid for the Annual Meeting.
Voting
Voting on the Resolution will be by way of
poll, meaning that each shareholder of Vista
Group has one vote for each ordinary share
in Vista Group held by that shareholder.
Voting entitlements for the meeting will
be determined as at 5:00pm on Tuesday,
23
rd
May 2023. Registered shareholders at
that time will be the only persons entitled
to vote at the meeting (in person, online or
by postal vote or proxy) and only the shares
registered in those shareholders’ names at
that time may be voted at the Annual Meeting.
Vista Group’s share registrar, Link Market
Services Limited, has been authorised by the
Board to receive and count postal votes at the
meeting.
The Resolution is an ordinary resolution and
must be passed by a simple majority of the
votes of those Shareholders entitled to vote
and voting on the Resolution.
More Information
If you have any questions, or require any
further information, please contact Vista
Group’s General Counsel and Company
Secretary, Kelvin Preston, on +64 9 984 4570.

Directions and parking
How to get to the Annual Meeting
Directions
P w C Tower
The venue for the meeting is located in the PwC Tower which is part of
the new Commercial Bay precinct in the Auckland CBD. On arrival in
the SkyLobby via the entry on Customs Street West, please select the
lift to Level 30 to access the meeting venue at Link Market Services’
offices. The PwC Tower is easily accessed from Britomart and the
ferry terminal if you are arriving on public transport. There are also
public carparking options available, including the Downtown carpark
(closest) and Britomart carpark (short walk).

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

---

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



VOTING / PROXY FORM FOR THE 2023 ANNUAL MEETING
The Annual Meeting of Vista Group International Limited (Vista Group) will be held at the offices of Link Market Services, Level 30, PwC Tower,
15 Customs Street West, Auckland and online at www.virtualmeeting.co.nz/vgl23 on Thursday, 25
th
May 2023 at 3:00pm (New Zealand time).
Vista Group will hold its 2023 Annual Meeting of Shareholders in person and online. If you attend online, you will require your Holder Number
for verification purposes.
POSTAL VOTE (DIRECT VOTE)
If you do not plan to attend the Annual Meeting, you may vote by postal
vote. Vista Group’s share registrar, Link Market Services Limited, has
been authorised by the Board to receive and count postal votes at the
meeting. Vote by making the appropriate election, either online or on
this form, in respect of each item of business. If you make more than one
election in respect of a resolution your vote will be invalid for that
resolution. If you return your postal vote without indicating on any
resolution how you wish to vote, you will be deemed to have abstained
from voting on that resolution. If you complete the postal vote section
and also appoint a proxy, then your postal vote will be cast and your
proxy appointment will not be counted, but your proxy may still attend
the meeting on your behalf. If this form is returned duly signed by a
shareholder with voting instructions completed but without indicating
that it is a postal vote or proxy has been appointed, it will be deemed to
be a postal vote.
APPOINTMENT OF PROXY
Any shareholder who is entitled to attend and vote at the meeting may
appoint a proxy (or representative in the case of a corporate
shareholder) to attend and vote in their place. A proxy need not be a
shareholder of Vista Group. If you return this form or appoint a proxy
online without directing the proxy how to vote on any particular
resolution, you will be deemed to have given your proxy discretion as to
whether and how to vote on that resolution.
Appointing the Chair of the meeting or a Director as your proxy
The Chair of the meeting or any other Director is willing to act as proxy
for any shareholders who appoints her or him for that purpose. In making
such an appointment you acknowledge that they may exercise your vote
even if they have an interest in the outcome of that Resolution. If the
Chair or a Director is appointed as proxy and the voting is left to her or
his discretion, the Chair or Director intends to vote in favour of the
Resolution.
Voting Restrictions
No Voting Restrictions (as defined in the NZX Listing Rules) apply to the
Resolution.

ATTENDING THE MEETING
The 2023 Annual Meeting will be held in person and online. If you
propose to attend the Annual Meeting in person, please bring this
Admission Card/Proxy Form intact to the meeting, the barcode is
required for registration at the meeting. Shareholders can attend the
online Annual Meeting at www.virtualmeeting.co.nz/vgl23.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
Where the holding is in one name, the shareholder must sign.
Joint holding
Where the holding is in more than one name, either joint
shareholder (or their duly authorised attorney) may sign.
Power of Attorney
If this Proxy Form has been signed by an attorney, a copy of the
power of attorney under which it was signed must accompany this
Proxy Form.
Company
This Proxy Form must be signed by a duly authorised officer or
attorney. Persons who sign on behalf of a company must be acting
with the company’s express or implied authority.
RETURNING YOUR FORM
Completed Voting/Proxy Forms must be received at the office of
Vista Group’s share registrar, Link Market Services Limited, no later
than 3:00pm (NZ time) on Tuesday, 23
rd
May 2023. Any Voting/Proxy
Form received after that time will not be valid for the Annual
Meeting.
ONLINE PROXY AND POSTAL VOTING (DIRECT VOTE)
To cast an online postal vote or appoint a proxy online please go to
vote.linkmarketservices.com/VGL
Holders on the New Zealand Register will require their CSN/Holder
Number and FIN to vote online.
Holders on the Australian Register will require their Holder
Number and postcode to vote online.
Online proxy appointments or online postal votes (direct votes) must
be lodged no later than 3:00pm (NZ time) on Tuesday, 23
rd
May
2023.
Online
vote.linkmarketservices.com/VGL
Scan & Email
meetings@linkmarketservices.com

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






CSN/Holder Number:

VOTING / PROXY FORM
STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
POSTAL VOTING
I wish to vote by postal vote (please tick the box).
My voting intention is indicated in the resolution section below.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Vista Group International Limited
hereby appoint of
name email address
or failing him/her of
name email address
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have
been given, the proxy will vote as he/she sees fit, subject to any applicable restrictions in the NZX Listing Rules and the ASX Listing Rules) at the
Annual Meeting of Vista Group International Limited to be held at the offices of Link Market Services, Level 30, PwC Tower, 15 Customs Street
West, Auckland and online at www.virtualmeeting.co.nz/vgl23 on Thursday, 25
th
May 2023 at 3:00pm (New Zealand time) and at any adjournment
of that meeting. If you wish, you may appoint as your proxy ‘The Chair of the Meeting’ or any other Director.


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

Tick (P) in box to vote
ORDINARY RESOLUTION
For

Against

Proxy
Discretion

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








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



Contact Name ___Daytime Telephone __________Date ___

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


CSN/Holder Number: