Vista Group executes Cloud and delivers operating leverage

Vista Group
Annual Report
2023

This report is dated 27 February 2024 and signed on behalf of
Vista Group International Limited by Susan Peterson and James Miller.
Susan Peterson
Chair
Vista Group's purpose is to
bring more people together
to share the magic of cinema.
James Miller
Chair Audit and Risk Committee
Contents
Highlights 4
From our Chair and CEO 6
Vista Group overview 16
Key strategies for 2024 18
Group trading overview 30
Sustainability 36
Remuneration report 48
Corporate governance 62
Financial statements 92
Independent auditor's report 139
Directory 145
Glossary of terms 146

1 Operating Cashflow has been presented including $5.0m of payments associated with the business transformation and CEO transition.
Highlights
$143.0m
Total Revenue
6%
$143.0m
$135.1m
2023
2022
2021
$98.1m
$124.0m
Recurring Revenue
2023
2022
2021
10%
$124.0m
$112.3m
$81.4m
$ 4 5.9m
SaaS Revenue
2023
2022
2021
20%
$4 5.9m
$38.4m
$ 2 7. 8 m
$126.3m
ARR
2023
2022
2021
7%
$126.3m
$118.0m
$96.7m
$13.3m
EBITDA
2023
2022
2021
25%
$13.3m
$10.6m
$6.5m
$9.0 m
Operating Cashflow
1
(Including business transformation items)
2023
2022
2021
27%
$9.0m
$12.4m
$11.3m
-$13.6m
Net profit after tax
2023
2022
2021
35%
-$20.9m
-$9.9m
-$13.6m
4Highlights • 5

From our Chair
This has been a year of growing momentum as we have systematically transformed
Vista Group to deliver greater value for our clients, people and shareholders.
A year of transformation
A key focus for 2023 has been the successful
transformation of Vista Group to enable faster
execution, support more clients in their success,
and to increase operational efficiency of our
business to drive sustainable and profitable
growth.
An important first step has been the appointment
of Stuart Dickinson as our CEO. Stuart joined
Vista Group in April and brings with him a
proven track record of delivering significant
transformative programmes of work.
The transformational change that has been
achieved under Stuart’s leadership and new
strategy has already yielded significant value,
including over $10.0m of annualised costs
savings. Not only are more of our clients
starting to unlock the many benefits of our
Cloud offerings, but we have started to see
an acceleration of execution delivery through
the alignment of the operating structure, the
creation of clearer roles and responsibilities
for our people and greater streamlining of
our go-to-market priorities.
An outstanding business and team
The results we have reported for the year are
a reflection of the Vista Group’s underlying
key strengths:
• Strong and enduring client relationships.
• Strong annuity revenue and accelerating SaaS
solutions revenue.
• A leading global position in the film industry.
• A passionate and focused team.
In addition to our Global Senior Leadership
Team (GSLT), on behalf of the Board, I want
to thank all of our people for all of their
contributions to the success of Vista Group and
our clients throughout the year. The passion and
energy from everyone in our team is fantastic,
and we very much appreciate their support,
dedication and hard work.
Looking ahead
We continue to be keenly focused on supporting
our clients to be successful. With clients now
operating on our cloud-based offerings, and
a strong pipeline of clients signed up to be
onboarded in 2024, our primary focus will be
ensuring a seamless transition experience for all.
Vista Group is in a significant growth phase
as we move the business and the industry to
the cloud, and accordingly at this stage we are
unable to declare a dividend. We are however
confident that our continued investment in cloud
technologies will not only unlock significant
opportunities for our clients, but also help to
deliver to you, as the shareholders, on our
aspirations of 15%+ EBITDA margin and ARR of
over $175.0m, in each case, by the end of 2025.
After a careful review of our capex and business
priorities, we were pleased to be able to bring
forward our cash flow positive ambition to the
fourth quarter of 2024.
I would personally like to thank our shareholders
for their continued support. The transformation
that has been delivered over the past year
positions Vista Group strongly to drive
sustainable, profitable growth moving forward.
We have an exciting year ahead.
Ngā mihi nui.
Susan Peterson
Chair
From our Chair and CEO • 76

From our CEO
I was excited to assume the CEO role of Vista Group in April and I am delighted with
the progress we have made together so far. It is a privilege to lead a global company
at an exciting time both for the business and our industry.
Since joining Vista Group, I have spent time
with our team and met many of our clients and
shareholders, listening closely to their views on
what Vista Group is doing right and how we can
improve. I have learned a huge amount through
this process and have been inspired by what I
have heard. Leaning on my previous experience,
my initial focus has been to fully understand the
value we are able to offer our different clients,
across both the Cinema and Film components of
our business, and within the wider film industry.
I recognise a winning software offering demands
that our value proposition to these important
constituencies remains the driving ambition for
everyone at Vista Group.
Our business transformation
In July, we commenced the process to unify
our seven operating businesses into a single
SaaS-focused business. This structure enables
us to more seamlessly serve our clients, offer
more opportunities to our people, and align the
business and culture to more successfully deliver
on our strategy.
The transformation process was completed in
December. We now have an integrated global
business model in place led by a refreshed GSLT.
In addition to improving our business, our new,
simplified operating structure will also enable us
to be more efficient and grow operating leverage
as the cloud transformation for our cinema
clients accelerates.
Change processes like this are never easy and
it is a testament to the entire Vista Group team
that momentum across client delivery, support,
and on-boarding has continued successfully
throughout.

With this structure now in place, we will also
be simplifying our segment reporting moving
forward to focus on Cinema (which includes
Vista Cinema, Veezi and Movio Cinema EQ) and
Film (which includes our Movio Media, Numero,
Maccs, Powster and Flicks solutions).
Cloud adoption
I am pleased with the level of client adoption
of Vista Cloud which has accelerated through
2023, with marquee clients such as Everyman
Cinemas, Pathé, Major Cineplex, United Cinemas
and Cinépolis' Yelmo Cine circuit in Spain all
committing to Vista Cloud.
We have seen an increased number of clients
across the entire business making commitments
and going live with our new technology. As we
closed out 2023, 15 clients covering 121 sites in
our newly defined Cinema segment have either
started their cloud transformation through
the adoption of our digital solutions, or have
completed migration to Vista Cloud. In our newly
defined Film segment, the acceleration of our
next generation Mica distribution platform and
client adoption by distributors such as Angel
Studios has been particularly pleasing.
Our performance
In July 2023, we brought forward our positive
free cash flow ambition to the fourth quarter of
2024, a year ahead of our previous plans. We
remain on track to reach this, along with ARR of
over $175.0m by the end of 2025.
Despite the headwinds of the writers and
actors strike during the year, it is pleasing to
see our revenue in the original guidance range
at $143.0m (up 6% on the prior year), together
with a solid EBITDA of $13.3m. It is also
pleasing to see our cash usage (net of one-off
From our Chair and CEO • 98

Supporting our strategy, we unveiled our
refreshed Cinema go-to-market approach
and cloud adoption journey at our 10th Vista
Group conference, which was held in Auckland
in February 2024. Bringing together a global
portfolio of our clients for the conference
we showcased our ecosystem and solution
innovations, setting the agenda for a busy year.
In both our newly defined Cinema and Film
segments, we have a busy schedule of delivery
for our cloud-based solutions. This will enable
our clients to gain the benefits of our latest
software and, as more of our clients go live on
Vista Cloud, we will realise more of our revenue,
ARR, EBITDA and free cash flow ambitions.
For our team, the opportunity to work together
in our more integrated structure enables a
greater level of collaboration and development
opportunity, as well as faster decision making
and execution acceleration.
Our team works passionately and tirelessly
to fulfil our purpose to power the moviegoer
experience and to help our clients to be more
successful. In what has been a year filled with
transformation, I would like to personally
thank every one of our team members for their
dedicated contribution to the success of Vista
Group throughout the year. It is very much
appreciated.
I am excited about the year ahead and thank
our shareholders for their trust placed in Vista
Group.
Ngā mihi nui,
Stuart Dickinson
CEO
transformation costs) drop from $1.2m per
month in the first half to $0.6m in the second
half.
In addition to our financial performance we also
achieved a number of other key milestones and
recognition during 2023. These are detailed on
page 13 of this report, but amongst the most
pleasing was the award for 2degrees Employer
of the Year acknowledging our commitment to
team development and wellbeing.
Supporting our clients' success
The continued support of our clients is core to
Vista Group. Today, almost half of the world’s
enterprise cinemas (excluding China and India),
driving over US$15b of global box office, and
every major studio and distributor, use Vista
Group solutions and technology.
When movies such as Barbie, Oppenheimer,
and Taylor Swift: The Eras Tour go on sale,
our solutions seamlessly ticket and seat the
moviegoers, while also enabling marketing,
digital subscription, loyalty, and F&B
experiences. When the money and box office
needs to be counted, settled and the next
sessions confirmed, our film distribution
solutions enable this process.
In 2023, the industry we serve experienced
the highs of true event cinema with the global
phenomena of “Barbenheimer” and the
challenges of an extended writers and
actors strike.
For our cinema clients, the ability to leverage
our solutions to help diversification of revenue,
through our ability to support experiences that
incentivise attendance beyond the content
on screen (for example, through food and
beverage offerings, premiumisation and full
family entertainment centres), has never been
more important. Vista Group has become a
true strategic partner to fulfil these broader
ambitions.
At a client operational level, our cloud solutions
are designed to reduce client workload and
therefore their operating costs. Our cloud
solutions also provide enhanced security
confidence to our clients and an increased
flexibility to innovate over time.
As we provide critical infrastructure for
cinemas and distributors, we implement each
transition carefully. This approach to client care,
supported by our great relationships and a clear
understanding from our clients of the value
that we bring, ensures that we are successfully
maintaining these relationships throughout the
cloud transition.
In late 2022, we launched Movio Cinema
EQ which offers a smarter, faster, and more
streamlined solution for cinemas to improve
the way they market movies, create audience
engagement, and drive upsell opportunities to
moviegoers. The adoption of our Lumos digital
channels and Movio marketing and loyalty
solutions has accelerated in 2023 as our clients
continue to build differentiation beyond the
physical property and screen experiences.
For our clients, the opportunity to move from
a traditional infrastructure-based IT model is
becoming more and more essential as clients
know that the ability to adapt and innovate
with new AI and general cloud technologies
are critical aspects of their future success.
Looking ahead
Across the business, 2024 will be focused on
building on the accelerated momentum we
achieved at the end of 2023.
With a clear understanding of cloud transition
progress and adoption for our cinema clients
we have refreshed a simplified set of strategic
objectives for 2024/25 across three pillars:
• People: Stronger together.
• Clients: Enabling our clients to thrive.
• Solutions: Deliver remarkable cloud solutions.
Sustainability journey
In 2023, we published our first voluntary
Climate-related Financial Disclosures report
aligned with the recommendations of the
Taskforce on Climate-related Financial
Disclosures (TCFD). We have also completed
scenario analysis to test the resilience of
our business model and strategy to climate
change. Vista Group will publish further
details of our climate impacts in our Group
Climate Statement in April 2024.
Whilst Vista Group itself is not a large
carbon emitter, we recognise the meaningful
opportunity we have to assist our clients to
reduce their carbon footprint through smarter
use of technology.
We have continued to enhance our
sustainability report, confirming our approach
and progress. Integrated with our business
strategy, our forward-looking sustainability
framework is built around three pillars:
People: Stronger together.
Trust: Building greater trust.
Environment: Consuming responsibly and
impactful innovation.
During the year, we have continued to focus
on improving inclusion and equality across
the business with updated gender pay gap
reporting as well as enhanced parental leave
policies.
Vista Group’s prioritisation of innovation
extends beyond delivering best-in-class
solutions to clients, as exemplified by our
annual internal Innovation Cup. Supported by
Microsoft, and with a focus on accelerating
the delivery of AI tools to our Vista Group
cloud clients, the outcomes of the 24-hour
‘sprint’ were impressive.
10From our Chair and CEO • 11

By fostering a collaborative environment with a collective
focus on innovation, we have been able to achieve a wide
range of milestones across the business. Many of these
milestones were recognised through nominations and wins
in several prestigious New Zealand awards in 2023.
Our recognition
2degrees Auckland Business Awards
Employer of the Year
This award comes as a result of Vista Group’s
commitment to employee wellbeing and
development.
TIN 100 Companies to Watch
This award was presented to TIN 100 companies
who demonstrated the largest revenue growth
in 2023.
NZ Hi-Tech Company of the Year Finalist
This recognition came as a result of Vista
Group’s success as a global hi-tech company.
Most Innovative Hi-Tech Software
Solution Finalist
Movio Cinema EQ was named as a finalist for the
Most Innovative Software Solution at the NZ Hi-
Tech Awards in 2023. This category recognised
solutions demonstrating clear and noteworthy
levels of innovation that set them up well for
future success.
NZ International Business Awards Best
Large Business Finalist
Vista Group was announced as a finalist for the
NZ International Business Awards Best Large
Business category.
NZ International Business Awards
Excellence in Innovation Finalist
Vista Group was also announced as a finalist for
the NZ International Business Awards Excellence
in Innovation category.
2023 Mumbrella Publish Awards
Website of the Year Nominee
Flicks was nominated for Mumbrella’s Website
of the Year award. This Australian award
recognises websites that deliver innovative and
engaging website content with a high attention
to detail.
Prosple Top 100 Graduate Employers
Vista Group was ranked 25 in Prosple’s Top 100
Graduate Employers list. This recognises our
commitment to graduate talent and attracting
top-tier candidates.
46%
1 Management estimate of Vista Cinema's percentage of the world market share (excluding China and India) for Cinema Exhibition Companies with 20+ screens.
Cinema market share
1
Our recognition • 1312

The industry our solutions support
Moviegoers’ demand for the magic of cinema
in 2023 remained as strong as ever. This year’s
results relied less on franchises and sequels,
demonstrating a desire from moviegoers to
see new and diverse stories. In fact, for the
first time since 1998, the top 3 grossing movies
internationally were original titles not part of
a movie franchise, namely Barbie (US$1.4b),
The Super Mario Bros. Movie (US$1.4b), and
Oppenheimer (US$1.0b). Barbie and The Super
Mario Bros. Movie are recognisable consumer
products and reflect a growing trend of sourcing
intellectual property from other sectors, notably
including the video game industry.
The middle of the year was particularly buoyant:
• In the Domestic market, the summer box office
season (which runs from the first Friday in
May until the Labour Day weekend) grossed
US$4.0b, just 4% below the average of the
2017-19 domestic summer seasons.
1
• Led by Barbie and Oppenheimer, July’s global
box office of US$4.5b was up 17% on the 2017-
19 monthly average for July. The Domestic
market was up 11% on the 2017-19 average,
with the International market (excluding China)
up 7% and China up 53%.
2
• August achieved a global box office total
of US$3.6b, 1% above the 2017-19 monthly
average for August. By the end of August,
cumulative global box office was US$24.6b,
9% behind the 2017-19 average, having caught
up 8 percentage points from the end of June.
2
The year also saw non-traditional movies
make significant impacts. Taylor Swift: The
Eras Tour set a worldwide record for a concert
movie, grossing US$250m worldwide, while
Renaissance: a Film by Beyoncé earned US$36m
worldwide. The faith-based movie, The Sound of
Freedom earned US$250m worldwide, in part by
adopting an innovative ‘pay it forward’ ticketing
strategy. The weekend of December 8 saw two
Japanese specialty titles take the first (The Boy
and the Heron) and third slots (Godzilla Minus
One) in the domestic box office.
For the first time since 1998, the top 3 grossing
movies internationally were original titles.
Despite the successes of the first half of 2023,
the latter half of the year saw challenges caused
by a reduction in major movie releases largely
due to the Writers Guild of America strike (2
May - 26 September) and the SAG-AFTRA strike
(14 July - 9 November).
According to The Numbers, in 2023, 74 titles
were released in at least 2,500 domestic
theatres. This compares favourably to the 65
titles in 2022, but still a long way off the average
of 95 titles released on 2,500 domestic screens
between 2017-19.
The record 118-day actors’ strike caused several
2023 releases to be postponed because the
leading actors were not permitted to promote
their movies (most notably Dune: Part Two was
delayed from November 2023 until March 2024).
Ensuing production delays also postponed the
release of many titles initially scheduled for
release in 2024.
However, opposing the pandemic trend, no
major titles initially intended for theatrical
release were sent directly to streaming in 2023.
Instead, we saw numerous examples of the
inverse, with titles slated to debut on streaming
services instead receiving theatrical releases.
Mean Girls, which was initially intended to debut
of Paramount+, most recently received a global
theatrical release instead, and has now grossed
US$98m as of mid-February 2024. Disney also
announced the theatrical release of
Moana 2 in November 2024, following the
decision to re-purpose plans for a TV series into
a feature film.
The Domestic market remained the top global
market in 2023 with an estimated US$9.1b, up
21% year-on-year, but still 21% behind the 2017-
2019 average. Gower Street Analytics estimates
2023 Global box office hit US$33.9b through to
December 2023. This represented a 31% gain
on 2022, continuing global box office recovery.
However, it remains 15% behind the average of
the last three pre-pandemic years (2017-2019).
Barbie
Released July 2023
US$1.4b (#1)
The Super Mario Bros. Movie
Released April 2023
US$1.4b (#2)
Oppenheimer
Released July 2023
US$1.0b (#3)
1 Source: Box Office Mojo
2 Source: Gower Street Analytics
14The industry our solutions support • 15

Vista Group overview
This purpose drives our team, fueling our
commitment to innovation and allowing us to
deliver significant value to the industry. As part
of our commitment, Vista Group undertook a
significant organisational transformation in 2023,
to align ourselves with the needs of our clients
and remove the barriers to deeper collaboration
and innovation.
Our unified, client-centred business model
brings together our brands to provide a more
integrated and innovative range of technology
solutions across the industry. We have
accelerated momentum throughout 2023,
continuing to grow our ecosystem and support
the entire value chain of the film industry.
Our solutions empower industry stakeholders
right from a film’s inception, all the way to its
exhibition in cinemas, and subsequent box office
reporting and moviegoer insights.
Our purpose
Vista Group's purpose is to bring more people
together to share the magic of cinema.
Our vision
Vista Group's vision is for our digital ecosystem
to connect the film industry and power the
moviegoer experience.
Our connected ecosystem supports
the entire industry value chain
StudioDistributorExhibitorMoviegoer
Digital creative for movies
Studio marketing & research
Box office reporting
Film booking, content delivery
& revenue management
Movie & cinema information for moviegoers
Independent cinema management system
Enterprise cinema management system
Scalable digital channel enablement
Loyalty, moviegoer engagement & marketing
16Vista Group overview • 17

Stronger together

—
OUR PEOPLE
Enable our clients
to thrive
—
OUR CLIENTS
Deliver remarkable
cloud solutions
—
OUR SOLUTIONS
Vibrant and unified culture,
enabling our people to thrive
Exceptional service with
clients at the heart of
everything we do
Connected, compelling,
reliable, and secure
solutions that our
clients need and value
• Evolve Vista Groups' culture post
transformation
• Implement an aligned, transparent
framework for goals, performance
and reward
• Enable learning and development
across the organisation to improve
knowledge and development
• Aligned, equipped and enabled
teams to support our growth
ambitions
• A refreshed client engagement and
success program across both our new
Cinema and Film segments
• A clear transformation pathway for
all our Cinema clients
• Deliver client onboarding projects
and commitments
• Market coverage growth across our
Film solutions
• Integrated product and platform
development plans that support
our business strategy and client
objectives
• Acceleration in our Cinema cloud
onboarding process
• Product and platform roadmap
delivery
• Capacity expansion and maturity
within SaaS platform operations
including achievement of SOC 2
compliance in target solutions
Strategy area
Objective
Key priorities for 2024
Key strategies for 2024
Driven by Vista Group’s overarching purpose, our key strategies orient us to
progress our ecosystem that connects the industry and powers the moviegoer
experience. By bringing our people together and focusing on client success
and innovation, our strategy will deliver tangible benefits for the industry and
enhancements to transform the cinema experience.
18Key strategies for 2024 • 19

Strategy focus area
Key strategies for 2024 • 21

01000120014001600200400600800
Vista Cloud
Digital sales channel solutions
Horizon
1 Clients currently negotiating an agreement for the service.
2 Site momentum (Live or Signed) reported on page 62 of Vista Group’s US Investor Day presentation held on 13 September 2023.
Vista Cloud
Some of the most significant benefits of our
organisational transformation come from uniting
the Vista Cinema, Movio, and Numero product
and innovation teams. By removing the barriers
between these teams we are able to combine
our expertise, functionality, and data, resulting
in a unified focus on delivering our objectives
and product roadmap. Not only has this created
exciting new opportunities, but it has also
allowed us to identify and remove duplication
and devote greater resources to driving ‘what
comes next’ for our industry and clients.
Reassuringly familiar and radically
superior, Vista Cloud propels
exhibitors into the future
Vista Cloud is our next generation solution
for exhibitors, perfectly balancing the familiar
with the new to provide all the capabilities of
our industry-leading software with all of the
advantages of a SaaS solution.
Vista Cloud is an evolution of our existing Vista
Cinema software, allowing exhibitors to achieve
their desired outcomes with improved workflows
and increased efficiency.
At the same time, Vista Cloud is a revolution
in the service we provide. We undertake the
heavy lifting for our clients, maintaining a stable,
secure, and scalable environment for them, and
seamlessly delivering our latest enhancements
and innovations. This allows exhibitors to focus
on delivering their ideal moviegoer experiences
as efficiently and effectively as possible.
Vista Cloud is the ecosystem for
exhibition success
By harnessing the power of Vista Cinema,
Movio, and Numero, Vista Cloud provides
exhibitors with a complete picture of their
business, along with the tools to take advantage
of the opportunities in front of them. Built upon
a robust core platform, Vista Cloud’s four
capabilities are oriented around key exhibition
drivers, as set out in the following diagram.
"Vista Cloud is definitely the
future and we look forward to
exciting features being rolled out"
Jeff Geiger, CEO at NCG Cinemas
Vista Cloud is the destination,
clients direct their journey
We recognise that exhibitors are at different
stages of Cloud readiness, and have unique
focuses and business objectives. For that reason,
we have designed an adoption and onboarding
approach that allows exhibitors to adopt and
implement elements of Vista Cloud at their
preferred pace and path. Clients can commence
their Cloud journey based on what their business
needs are today, and to make the most of our
innovation, they will have access to all features
from previous stages as they progress.
The journey to Vista Cloud
As Vista Cloud continues to advance, more
exhibition clients have commenced their journey,
providing strong momentum toward our 2025
aspirations.
OPERATIONAL EXCELLENCE
I want my team to serve our guests and operate our theatres
as efficiently and effectively as possible
MOVIEGOER ENGAGEMENT
Allow me to drive incremental returns and boost moviegoer
retention with tailored interfaces, communications and offers
DIGITAL ENABLEMENT
Allow me to scale to blockbuster moments and deliver
amazing user experiences regardless of who builds my
sales channels
DATA EMPOWERMENT
Reveal how I’m performing, why, and recommend what I
should do to seize every opportunity
CORE CONFIDENCE
Let me focus on delivering exceptional operations and guest
experiences, confident that I have world-class technology
that doesn’t drain my resources or let me down
Live NowLive in 24/25
Contracting
1
US Investor Day
2
Strategy focus area:
Deliver remarkable
cloud solutions
OPERATIONAL
EXCELLENCE
DATA
EMPOWERMENT
DIGITAL
ENABLEMENT
MOVIEGOER
EXPERIENCE
22Key strategies for 2024 • 23

The Vista Cloud journey
for our cinema clients
OPERATIONAL
EXCELLENCE
MOVIEGOER
ENGAGEMENT
DIGITAL
ENABLEMENT
DATA
EMPOWERMENT
CORE
CONFIDENCE
• Continued focus on
onboarding and updating
the platform at scale.
• Ongoing emphasis on
platform capability and
maturity.
• Significant progress for
onboarding readiness at scale.
• Enhanced platform maturity
with advanced proactive
monitoring, offline, and
rollback capabilities.
• Launched Vista Oneview, our
senior executive app, uniting
data from Vista Cinema,
Movio, and Numero.
• 31 Horizon clients.
• Six Oneview clients.
• An enriched dashboard suite.
• All Lumos sales channels live
with clients, including Lumos
Order and Lumos Kiosk.
• 13 clients live with Lumos
Web, four of which are also
live with Lumos Mobile.
• Movio Cinema EQ is now
available for 90% of existing
Movio clients, with over 50%
active already.
• Strong progress on EQ
functionality, with 80%
of Movio Cinema Classic
features now included.
• EQ unveiled a movie
content library for efficient
marketing campaigns, and
tailored customer journeys
to transactional behaviour.
• Strong signing of clients to
Vista Cloud and its digital
solutions.
• Enhanced user experience
and features focused on
improved productivity for
cinema staff.
• Maximise pricing flexibility
and decision support to
drive incremental profit on
headline and targeted levels.
• Strengthen film and
attendance forecasting
capabilities as a central
utility for Vista Cloud.
• Build APIs in essential areas
where Vista Cloud does not
currently have core focus.
• Complete outcome parity in
Movio Cinema EQ in order
to commence deprecation
of Movio Cinema Classic.
• New enhancements to
EQ, including additional
communication channels,
generative AI to expedite
draft campaigns, and insights
to predict moviegoer lifetime
value and churn.
• New functionality to collect
moviegoer sentiment on
films, trailers, and their
experience to augment
behavioural data-efficient
marketing campaigns, and
tailored customer journeys to
transactional behaviour.
• Build additional F&B
functionality in APIs and
Lumos channels.
• Focus on Lumos+ delivery
for bespoke browsing
websites with out-of-the-box
transaction flows.
• Expand MovieXchange Film
coverage and capability.
• Lumos sales channels actively
displacing legacy products.
• Expand the role of Horizon to
become the central database
for all Cinema solutions for
our exhibitor clients.
• Continue to grow Oneview’s
scope and capabilities,
including business
performance summaries
delivered by generative AI
text-to-voice.
Where we
are now
What's coming in
2024 and beyond
24Key strategies for 2024 • 25

Accelerated, holistic innovation
“The Presale Box Office Data and
Comparison Reports offered by
Numero have been a game changer
for us. Having an accurate read on
box office grosses in advance of the
opening weekend for each of our
films allows us to work with exhibitors
to optimise programming and also
provide audience purchase behaviour
metrics that our marketing team can
use to adjust campaigns. Ultimately,
Numero’s Presales reporting helps us
understand the demand for each of
our films as it happens and maximise
box office performance.”
Andrew Cripps, President, International Distribution,
Warner Bros. Studios
Mica’s Sales Planning tool launched in 2023, and
is now used by the majority of Mica clients in the
days, weeks, and months preceding a movie’s
release. This functionality allows users to update
thousands of booking proposals with just a few
clicks, reducing work that can take minutes or
hours in competitors’ software to only a few
seconds. In the fourth quarter of 2023, Angel
Studios utilised this feature to manage over
2,700 theatrical engagements of their release
After Death.
Numero’s Presale Comparison and Analytics
solution allows users to evaluate the
performance of films, circuits, and theatres
for any upcoming movie. These insights allow
exhibitors to optimise programming and labour
for each theatre in their circuit. Distributors can
adjust marketing campaigns, seek additional
showtimes, and accurately forecast both
internally and with their creative partners.
Lumos Order launched with its first client,
Everyman Cinemas, in late 2023. This solution
allows moviegoers to order food and beverages
using self-service QR-codes from their seats.
Lumos Order reduces the labour required to
provide in-theatre dining and is highly integrated
into the wider product suite of Vista Cloud,
allowing moviegoers to redeem loyalty rewards
and display their orders on the Vista Cloud
kitchen management solutions.
Innovation has been at Vista Group's core since
its inception in 1995. Over the past year we have
organised ourselves to accelerate our pace,
and to enhance the way our products solve
our clients’ most pressing challenges. We were
excited to deliver a number of innovations to our
clients across the industry in 2023, including the
introduction of Presale Comparisons to Numero,
the launch of Mica’s Sales Planning Tool, and the
launch of Lumos Order for a self-service food
and beverage experience.
26

AI-driven solutions to
empower our clients
The following are examples of some of the ways in which Vista Group is harnessing
artificial intelligence to benefit our clients:
Oneview/Microsoft
'podcast' commentary
Oneview was chosen for Microsoft’s AI First
Movers Program. For this program, we are
using AI to create a brief ‘podcast’ commentary
of key performance insights from the prior
day’s business. This involves converting data
in tables into a written script and then using
text-to-speech to create a spoken version.
The objective is to give senior executives audio
highlights on their business' performance as
they start their day.
Moviegoer lifetime value
and churn
Vista Group’s Data Scientists have developed
an algorithm to predict the likelihood of an
individual loyalty member visiting a client’s
cinema, and how much they are likely to spend
in a future period (for example, over the next
quarter). This information can be used in Movio
Cinema EQ to devise marketing campaigns to
increase moviegoer frequency and spend. The
predictions for individual moviegoers can also
be aggregated to give an overall projection of a
program’s likely contribution to the business.
First Draft
Movio Cinema EQ’s First Draft feature uses
generative AI to automatically populate email
communications with recommended text,
adopting the unique tone of voice of the
respective exhibitor’s brand. This allows movie
marketers to save time drafting individual
communications whilst allowing them to
send more campaigns tailored to individual
moviegoers.
Interactive fan experiences
Powster uses AI to enable studio clients to
provide unique fan experiences which create
emotive moviegoer engagement in the build-up
prior to a movie’s release. The application of
generative AI through photobooth experiences
allows fans to craft their own original content,
characterising themselves in the style of a
particular film with unique, sharable images.
Conversational AI additionally enhances
connection by empowering interactive
experiences that facilitate dynamic conversations
between fans and virtual characters.
28Key strategies for 2024 • 29

Group trading overview
Group trading overview • 31

Group trading overview
Vista Group continues to
be the global leader in
delivering software and
data analytics solutions to
the film industry with Vista
Cinema and Movio, both
number one globally in
their respective markets.
Total Revenue
$143.0m 6%
SaaS Revenue
$ 4 5.9m 20%
EDITDA
$13.3m 25%
Operating Cashflow
1
(Including business transformation items)
$9.0 m 27%
Net profit after tax
-$13.6m 35%
Recurring Revenue
$124.0m 10%
ARR
$126.3m 7%
1 Operating Cashflow has been presented including $5.0m of payments
associated with the business transformation and CEO transition.
Vista Group had a strong trading performance
in 2023. The film industry saw significant
improvement in market conditions, with the more
frequent release of blockbuster movies resulting
in the global box office reaching US$34b.
Vista Group's 2023 revenue of $143.0m was
up 6% on 2022, with recurring revenue of
$124.0m up 10% and SaaS revenue of $45.9m
up 20%. ARR closed at $126.3m up 7% on 2022.
Non-recurring revenue, primarily from new
on-premise licences and hardware sales,
was down 17% to $19.0m.
EBITDA of $13.3m was up 25% on 2022, and
up 32% after adjusting for foreign exchange.
This result underlines the key financial and
operating strengths of Vista Group:
• Strong and enduring client relationships.
• Strong annuity revenue and accelerating
SaaS solutions revenue.
• A leading global position in the film industry.
• A passionate and focused team.
Vista Group continues to deliver new innovation
across each of its operating segments, focusing
on SaaS solutions such as Mica, Movio Cinema
EQ, Veezi, and Vista Cloud.
Revenue
NZ$m
2020
$ 8 7. 5 m
2019$144.5m
2018$130.7m
2017$106.6m
2016$88.6m
2021$98.1m
2022$13 5.1m
2023$143.0m
32Group trading overview • 33

Cinema
Cinema is the largest segment within Vista
Group and represents over two thirds of Vista
Group's total revenue. It provides almost half 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.
Cinema global market share of enterprise
clients, excluding China and India, is 46% at
31 December 2023. This now includes the
removal of Cinemex sites noted in the interim
announcement.
Total revenue for the Cinema segment was
$97.7m, up 4% on 2022, with recurring revenue
up 10% and SaaS revenue up 42% on 2022.
The 2023 box office of US$34b was up 17%
on 2022 and only 15% behind the 2017-2019
average. Innovative and diverse content
in the second half of 2023, including the
‘Barbenheimer’ phenomenon (both original
content) and Taylor Swift: The Eras Tour,
continues to prove the economic benefits
of the theatrical release.
Client signings to Vista Cloud continue to
expand, with Pathé, Major Cineplex and United
Cinemas joining the pipeline. Vista Group sees
this as a strong market validation, with 15% of
existing clients (by sites) now due to shift their
businesses to Vista Cloud capabilities by the
end of 2024. Everyman Cinemas in the United
Kingdom is now live on Vista Cloud's Digital
Enablement solution, and are due to complete
their journey to Cloud in the second quarter
of 2024. The pilot sites of Cineplex in Canada
are now live on the Moviegoer Engagement
capability with the roll out due to finish in the
second quarter of 2024.
With its focus on the independent market, Veezi
is expanding its functionality and staying ahead
of its competition.
Movio
Movio is the second largest segment within Vista
Group. A pure play SaaS business, it represents
13% 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.
Movio Cinema usage continued to increase, with
connections of 4.7b by the year end, up from
4.2b in 2022. The roll out of Movio Cinema EQ,
the next generation AI enabled data analytics
and campaign management solution, has been
successful with transition plans for all clients
complete by the end of 2023 and cost reduction
plans to exit the Classic version now under way.
Clients who have migrated to EQ are already
seeing successful campaigns that reach more
moviegoers and connect them with their ideal
movies, saving cinema circuits time on their
marketing and driving additional revenue growth
opportunities through AI.
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, continued to underperform in the
second half of 2023 and is being reviewed for
its portfolio fit going forward.
For Movio, revenue was down 3% on 2022 due
to the roll off of the Fox contract following the
merger of Disney and 21st Century Fox.
Additional Group Companies
The Additional Group Companies (AGC) 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, which form the key
elements Vista Group's Film segment going
forward, continue to improve their EBITDA
performance, with recurring revenue up 21%
and total revenue also up 22%.
Maccs 10, the latest version of the on-premise
theatrical distribution system, and Mica, the
SaaS platform for studios and distributors to
streamline their global cinema releases, continue
to gain market traction, most recently adding
Angel Studios to the client list. Numero continues
to add global clients and extend its geographical
coverage.
Powster
Revenue for Powster was up 15% on the
previous year, driven by strong recurring
showtimes platform revenue, up 25%, based
on the increased range of movies released to
the market. Creative revenue was down 10% on
2022 as Powster is one of the few Vista Group
businesses that was directly impacted by the
writers and actors strikes.
Flicks
Revenue for Flicks was up 28% for the full year
driven by good traffic and advertising growth
across its two key markets, Australia and New
Zealand, with a good supporting role from early
growth in the United Kingdom.
34Group trading overview • 35

Sustainability
Sustainability • 37

Our sustainability approach
Our FY23 sustainability progress
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.
In 2022, we developed our sustainability
framework to complement Vista Group's
strategy. Our purpose was to put a fresh
focus on sustainability topics likely to
affect Vista Group in our efforts towards
a sustainable future.
Our framework evolved during the year with
the integration of our people priority—‘Stronger
together’ (previously ‘Caring for our people
and communities')—into our overarching
Vista Group strategy. We will continue to
evolve the framework and enhance initiatives
where we have the greatest potential to make
a positive impact.
Vista Group’s Board has overarching
responsibility for sustainability. The Board
provides strategic direction and guidance for
our pathway. Oversight on the delivery of our
approach is delegated to the ARC and NRC,
who focus on specific areas of sustainability,
including climate change, and make
recommendations to the Board for consideration.
Our framework is core to our sustainability
approach. The focus areas assist our GSLT 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:
• People: Stronger together.
• Trust: Building greater trust.
• Environment: Consuming responsibly and
impactful innovation.
TARGETFY23PERFORMANCE AGAINST TARGET
STRONGER TOGETHER
Aspire to 40:40:20 gender diversity
(all employees) by 2030
In progress
Our organisational transformation in 2023 was key in
setting us up for future success – as a unified, streamlined
and connected business. For our people, this provides
greater clarity on our vision and strategy, simplified
business processes and increased opportunities for growth
and development. We expect to see improvement across
all our people metrics in 2024 onwards.
An eNPS score ≥45
Not achieved
A wellbeing score >50
Not achieved
Expand leadership development and
mentoring programmes to all regions
In progress
Report and take action to minimise
the gender pay gap
In progress
Reported with actions being taken.
BUILDING GREATER TRUST
No notifiable privacy breaches or critical
security incidents
Achieved
Vista Group did not have any notifiable privacy breaches
or critical security incidents impacting Vista Cloud during
2023.
Maintain annual Board governance
roadshows
Achieved
Our governance roadshows were held in March and well
attended by investors, banks, and our major shareholders.
In response to feedback received at the roadshows we
have changed the frequency from annual to at least
every 2 years.
ISAE (NZ) 3000 / SAE 3150 controls
assurance report for Vista Cinema
(NZ equivalent to SOC 2 report)
In progress
Good progress was made during 2023 to uplift, formalise or
in some instances implement policies and procedures. This
work will continue into 2024 through our SOC 2 project.
CONSUMING RESPONSIBLY & IMPACTFUL INNOVATION
Verification of our 2022 baseline year
greenhouse gas emissions by Toitū
Envirocare
Achieved
Vista Group became a Toitū carbonreduce certified
organisation in April 2023.
Publish first voluntary climate-related
financial disclosure statement
Achieved
Vista Group published its first voluntary climate report in
April 2023 aligned to the TCFD framework. This report is
available on vistagroup.co.nz/investor-centre.
Undertake climate change scenario analysis
Achieved
We will provide more detail about the process and
outcomes of our analysis in the strategy section of our
FY23 Group Climate Statement, to be published by
30 April 2024.
Integrate environmental expectations into
Supplier Code of Conduct
In progress
This activity will continue into 2024 as we develop our
climate ambitions and ensure our expectations of our
value chain align.
1600 – 2400 client sites on the platform by
December 2025
In progress
We have made good progress with significant signings for
Vista Cloud announced during 2023. We have replaced
this target with an aspirational target that better aligns with
our strategy. The new target we will report on from FY24
is 100% of enterprise clients on cloud solutions by 2030.
During 2023 we focussed on continuing to build our foundations. This resulted in reviewing and
updating a number of our targets to better align with our strategy. The table below outlines our
progress for 2023 against our sustainability targets.
38Sustainability • 39

Sustainability framework
BUILDING GREATER TRUSTSTRONGER TOGETHER
CONSUMING RESPONSIBLY
& IMPACTFUL INNOVATION
• Create a unified and vibrant culture that
enables our people to thrive
• Clear lines of accountability, aligning
individual objectives to our strategy
• Consistent and equitable approach to
performance and remuneration
• Develop our people through career
opportunities and learning activities
• Improved and 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
• Aspire to 40:40:20 gender diversity (all
employees) by 2030
• An eNPS score aligned to the median for
the technology sector
• A wellbeing score aligned to the median for
the technology sector
• Invest in enhanced learning and
development programmes
• 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 Board governance roadshows, at
least every 2 years
• 100% of enterprise clients on cloud
solutions by 2030
• Publish our first Aotearoa New Zealand
Climate Standards aligned climate
statement
• Maintain Toitū carbonreduce certification
• Measure remaining Scope 3 operational
GHG emission categories
Focus area
Target s
United nations sustainable
development goals
40Sustainability • 41

Stronger together
Our people demographics
Female representation
Our People
2023
30% (213 of 716)
2022
32% (252 of 779)
Our Board
2023
33% (2 of 6)
2022
33% (2 of 6)
G SLT
2023
9% (1 of 11)
2022
27% (3 of 11)
76
70
4
4
716
34
67
366
7
Regional distribution
United States
Mexico
Malaysia
Brazil
South Africa
Europe
New Zealand
Total
Australia
18 - 27 112 (16%)
28 - 37 304 (42%)
38 - 47 212 (30%)
48 - 57 68 (9%)
58 - 67 19 (3%)
68+ 1 (0%)
Age distribution
88United Kingdom
In July 2023 we commenced an organisational
transformation to support our new vision and
strategy, drive greater client alignment, and
deliver improved business sustainability. The
transformation brought together Vista Group’s
business brands under a unified business model,
supported by a GSLT, with segment-based
expertise focused on Vista Group’s film and
cinema clients.
With the organisational structure transformation
concluding towards the end of 2023, we shifted
our attention to the next phase; building a
unified culture and aligning our global processes
and initiatives.
Throughout the transformation, we have
continued to support our people through a range
of actions and initiatives. Central to the change
programme was enhanced frequency and quality
of communications, providing regular updates
through town hall meetings, newsletters, and
on our intranet to ensure that key information
was available and easily accessible. In addition,
those directly impacted by the transformation
received one on one communication and support
through the process.
Wellbeing and connection continued to be
important for our people. Activities ranged
from regular team check-ins and opportunities
to come together at social events, through to
increased tools, resources, and seminars on
topics such as mindfulness. We will be refreshing
and expanding on our wellbeing programmes as
we move into 2024.
We were pleased to be able to launch our online
Learning Portal early in 2023, offering a huge
range of content and courses to support growth
and development. Key to the success of the
Learning Portal has been linking relevant courses
to individual roles and teams, enabling our
people to know what learning content to focus
on for their development. We also introduced
‘Lunch and Learn’ sessions providing a range
of content from technical skills and product
information, through to key business operations
and Vista Group “know how”. Finally, we have
continued to expand our leadership development
programmes, with face-to-face courses offered
from new manager training through to executive
development.
Our commitment to fostering a diverse and
inclusive culture remains unwavering. We
completed, and publicly reported, our first
gender pay gap calculation in early 2023. We
have been proactively reviewing all pay-related
decisions with a gender lens to ensure fair and
equitable outcomes. We also reviewed and
significantly enhanced our parental leave policies
across New Zealand, the United States, and the
United Kingdom, which reflects our dedication
to creating a workplace that prioritises the
wellbeing of our employees and their families.
Gender pay gap 9.9%
Vista Group has completed its annual gender
pay gap analysis across all permanent and
fixed term employees globally, and has been
calculated as the difference between the median
pay of all female and male employees.
Year on year the pay gap decreased slightly
from 10.1% to 9.9%. Vista Group continues to
follow robust pay decision processes to ensure
that men and women are paid the same amount
for the same work undertaken (i.e. like for like
gender pay).
See page 76 for details on the diversity objectives Vista Group is striving towards along with progress
made in 2023.
42Sustainability • 43

Building greater trust
Data security
With Vista Cloud, our responsibility for data
security increases, so it is even more important
we deliver a reliable and secure environment to
meet the expectations of our clients and retain
their trust.
Our business transformation saw the
appointment of Vista Group’s Chief Technology
Officer, who is responsible for our cybersecurity
programme. This appointment provides
strategic oversight of all our security practices
and ensures that we invest accordingly as we
continue to strengthen our security posture
across all of our software solutions.
During 2023, we made good progress towards
our commitment to achieve certification against
a globally recognised and independently audited
cybersecurity compliance framework (such
as SOC 2 Type 1) for Vista Cloud. This has
seen us formalise and implement new policies
and procedures and review and update our
existing policies to ensure they align with our
new business model. We will continue this
programme of work, with a focus on achieving
certification for Vista Cloud during 2024.
Strengthening our risk practises
Effective management of risk is fundamental to
achieving our strategic objectives. Following the
refresh of our risk appetite statement and risk
management policy in 2022, we have continued
to embed our risk management practices.
Our focus to continually uplift and strengthen
our practices has been complemented by
our review and enhancement of our control
framework in preparation for our SOC 2 Type
1 review. A key risk management focus in 2024
will be to apply our uplifted control assessment
programme for monitoring the effectiveness of
our controls.
Turn to page 77 to read more about our risk
management and key risks.
We know that trust is key to our success. We strive to always do the
right thing, and being transparent is fundamental to building trust.
We are evolving from being a trusted software provider to being a
trusted SaaS provider.
44Sustainability • 45

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 largely made up by office energy
consumption, third party data centres, business
travel, technology consumables and shipping.
We believe our purpose also extends to
developing meaningful 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 and encouraging sustainability-
focused behaviours with 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. Vista Cloud empowers our clients
to invest more in other aspects of their business
while also reducing their carbon footprint.
In 2022 we set a target to have 1600-2400
cinema client sites on Vista Cloud by 2025.
We have made good progress with a number of
significant signings to Vista Cloud during 2023.
As we upscale our data storage loads, we
anticipate our carbon emissions for our cloud
storage and hosted data centre services will
increase for a period. To minimise this impact,
we have been working to improve the efficiency
of our various compute workloads, as well as
progressing our containerisation strategy to
increase the deployment density in Vista Cloud.
This means that we can run more workloads on
the same—or less—infrastructure, decreasing
energy consumption per Vista Cloud client.
To further support us to reduce our carbon
footprint, Vista Group has partnered 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.
Climate reporting and our
carbon footprint
In 2022, we established our operational
greenhouse gas (GHG) emissions baseline
year for measuring our carbon footprint.
Our footprint covers Scope 1, Scope 2, and
selected Scope 3 emissions from each of our
entities around the world within our financial
control. Our 2022 emissions inventory was
verified by Toitū Envirocare and in April 2023
Vista Group became a Toitū carbonreduce
certified organisation. To achieve this
certification, we were required to measure our
GHG emissions in accordance with ISO 14064-1
and the GHG protocol.
In April 2023, we published our first annual
Climate Report, a significant early step in
our climate journey. The report was prepared
on a voluntary basis and aligned with the
recommendations of the Taskforce on
Climate-related Financial Disclosures (TCFD).
Along with our climate roadmap for the first
two years, the report includes our 2022 GHG
emissions inventory.


Our 2022 Climate Report is available at
vistagroup.co.nz/investor-centre.
Vista Group is a climate-reporting entity under
the Financial Markets Conduct Act 2013.
The External Reporting Board published the
Aotearoa New Zealand Climate Standards on
14 December 2022. These standards are
mandatory for Vista Group to report against
for the 2023 reporting period.
During the year our focus has been on further
developing our reporting to align to these
standards by expanding the boundary of our
GHG emissions inventory and conducting
scenario analysis to identify the climate-related
physical and transition risks and opportunities.
This is so we better understand how climate
change is currently impacting our business
and how it may do so in the future.
Vista Group is relying on the Financial Markets
Conduct (Requirement to Include Climate
Statements in Annual Report) Exemption Notice
2023.
1
We intend to publish our first Aotearoa
New Zealand Climate Standards aligned climate
statement at vistagroup.co.nz/investor-centre
by 30 April 2024.
1 This Exemption Notice provides relief to climate reporting entities from the
requirement to include in the annual report a copy of or link to the climate
statement.
46Sustainability • 47

Remuneration report
Letter from the Chair of the NRC
Dear Shareholder,
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 2023.
This has been a year of significant transformation
for Vista Group as we seek to advance our vision
and strategy, drive greater client alignment, and
deliver improved financial performance. To initiate
this Board led journey, we appointed Stuart
Dickinson as Vista Group’s CEO in April 2023
and the subsequent formation of a new GSLT in
August 2023, who have been critical, under
Stuart’s leadership, in executing our transition
towards a unified business model.
In the wake of these structural changes,
Vista Group’s Board remains committed to a
remuneration strategy and framework that drives
and rewards achievement of both short-term and
medium-term goals. The alignment of incentives to
key financial outcomes, coupled with non-financial
goals, are aimed at delivering strong client and
people outcomes while increasing sustainable
shareholder value. The Board is committed to
continue demonstrating an increased level of
transparency in its remuneration policies, practices
and reporting.
The report outlines Vista Group’s remuneration
strategy and approach, with a particular focus
on the remuneration framework for the CEO and
the GSLT.
The NRC and the Board’s support from the
People and Culture team in this transformative
period has been invaluable in ensuring that the
business and our people globally navigate these
changes effectively while maintaining the goals
set by the business.
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 people
and the attraction of new talent is reflected in the
remuneration and employee benefits that form
part of the value proposition and are aligned to
the remuneration strategy. The approach is aimed
at reward for achieving financial and non-financial
performance that are aligned to shareholder value.
Thank you for your continued support as we
enter 2024 in a stronger position to deliver on
our purpose of providing world-leading technology
solutions to the global film industry.
Regards,
Cris Nicolli
Chair of the Nominations and
Remuneration Committee
48Remuneration report • 49

Executive appointment and remuneration
Vista Group’s remuneration policy for the CEO
and GSLT 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; and
• 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
annually by the Board on the recommendation
of the NRC.
The remuneration package of the CEO is approved
by the Board on the recommendation of the NRC.
The remuneration packages of the GSLT (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 GSLT are benchmarked to market
remuneration data to ensure competitiveness
relative to Vista Group's comparable market peers.
Employee remuneration
The following table shows the number of employees
whose remuneration and benefits for the year
ended 31 December 2023 were within the specified
bands above $100,000. The remuneration figures
shown in the table include all monetary payments
actually paid during the year ended 31 December
2023, including STI payments made in respect of
the 2022 STI scheme. The table does not include
amounts paid post 31 December 2023 that related
to the year ended 31 December 2023, such as STI
bonuses in respect of the 2023 STI scheme, or the
value attributed to shares issued under LTI schemes
during the year ended 31 December 2023.
SALARY BAND (NZ$)TOTAL GROUP EMPLOYEES
100,000-109,99960
110,000-119,99961
120,000-129,99967
130,000-139,99950
140,000-149,99935
150,000-159,99941
160,000-169,99921
170,000-179,99921
180,000-189,99916
190,000-199,99912
200,000-209,99911
210,000-219,9999
220,000-229,9993
230,000-239,9996
240,000-249,9994
250,000-259,9994
260,000-269,9992
270,000-279,9991
290,000-299,9991
310,000-319,9991
320,000-329,9994
330,000-339,9991
340,000-349,9991
370,000-379,9992
380,000-389,9991
390,000-399,9992
430,000-439,9991
440,000-449,9991
460,000-469,9991
480,000-489,9991
490,000-499,9992
500,000-509,9991
510,000-519,9991
540,000-549,9991
590,000-599,9991
610,000-619,9991
630,000-639,9991
650,000-659,9991
670,000-679,9991
760,000-769,9991
1,180,000-1,189,9991
To t a l453
50Remuneration report • 51

Fixed remuneration
Fixed remuneration at Vista Group consists of base salary and country specific 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 an employee is employed:
COUNTRYBENEFITS
New Zealand –Kiwisaver contribution up to 3%
–Health insurance
–Life insurance
–Employee assistance program
United States –401k contribution up to 2%
–Health insurance
–Life & long-term disability insurance
–On site paid gym membership
–Employee assistance program
United Kingdom –Pension up to 4%
–Health insurance
–Employee assistance program
–Perkbox: employee perks and benefits
–Discounted gym memberships
–Access to salary sacrifice scheme
Netherlands –Pension scheme
–Health insurance
–Employee assistance program
–Perkbox: employee perks and benefits
South Africa –Health insurance
–Vitality flexible benefits
–Employee assistance program
–Perkbox: employee perks and benefits
Mexico –Health insurance
–Food coupons
Malaysia –Reimbursement for medical bills
–Mobile phone allowance
–Parking allowance
Romania –Private medical services
–Subsidised optical
–Subsidised gym membership
The provision of fixed remuneration (comprising of a base salary and country specific benefits) is applied
consistently across Vista Group, including for the CEO and GSLT.
Short-term incentives
Vista Group's STI is an at-risk incentive that may
be offered to an employee in respect of a specific
year. The STI is set 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. The
STI, once achieved, is paid in cash.
The STI targets for the CEO and GSLT are set by
the Board on the recommendation of the NRC. The
key targets, percentages and terms of the 2023 STI
scheme are set out in the table below:
2023 TARGETS HURDLE
Recurring revenue/
total revenue
Results of between 95% to 110% of the
target equates to STI achievement of
between 95% and 120% (capped). No
STI is achieved below 95%.
Vista Group EBITDA Results of between 90% to 110% of the
target equates to STI achievement of
between 90% and 120% (capped). No
STI is achieved below 90%.
cNPS If achieved, then 100% of the
applicable STI is payable.
eNPS If achieved, then 100% of the
applicable STI is payable.
The Board retains discretion over the final outcome
of STIs, to allow appropriate adjustments where
unanticipated circumstances impact performance,
positively or negatively.
Under the 2023 STI scheme, the Board granted the
following awards to the CEO and GSLT members:
• Previous CEO: 48% of base salary, pro-rated to
10 April 2023.
• Present CEO: 48% of base salary.
• Relevant GSLT members: Between 20%– 40%
of 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 price (VWAP) 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 2023 LTI schemes, half of
the rights were 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 2023 LTI scheme, the Board granted the
following awards to the CEO and GSLT members:
• Previous CEO: no rights granted.
• Present CEO: 48% of base salary.
• Relevant GSLT members: Between 20%– 66%
of base salary.
52Remuneration report • 53

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 2023:
• Previous CEO: 400,000 share rights vested,
comprising the last tranche of the share rights
granted in 2020 under the 2020 Group CEO
Retention Scheme; and
• Present CEO: 200,000 share rights were granted.
Subject to the CEO’s continued tenure with Vista
Group, 100,000 of these share rights are due to
vest in April 2024, with the remaining 100,000
share rights due to vest in April 2025.
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. Grants
under this scheme were made 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.
• 2023: 300,000 share rights were granted under
the 2023 Senior Leadership Retention Scheme.
Subject to continued tenure of each participant,
all 300,000 of the share rights are due to vest in
April 2024.
Breakdown of CEO pay for performance (2023)
Stuart Dickinson commenced as CEO, replacing Kimbal Riley (previous CEO), on 11 April 2023. The table
below represents the pay for performance remuneration expected to be received by the CEO relating to the
2023 financial year. These STI amounts and LTI shares will be settled in 2024.
DESCRIPTIONPERFORMANCE MEASURES% ACHIEVED
AMOUNT
ACHIEVED NZ$
STI48% of
base salary
30% weighting of Vista Group recurring revenue. Results
of between 95% to 110% of the target equates to STI
achievement of between 95% and 120% (capped). No STI is
achieved below 95%.
97.0% 87,300
40% weighting of Vista Group EBITDA. Results of between
90% to 110% of the target equates to STI achievement of
between 90% and 120% (capped). No STI is achieved below
90%.
100.0% 120,000
15% weighting on cNPS. If achieved, then 100% of the
applicable STI is payable.
50.0% 22,500
15% weighting on eNPS. If achieved, then 100% of the
applicable STI is payable.
75.0% 33,750
The 2023 STI included a cash collection hurdle focused
on receipts from clients keeping pace with, or exceeding,
Vista Group's 2023 total revenue. An achievement of less
than 95% would result in 50% of the total STI being forfeit.
A result between 95% and 105% would equate to between a
95% and 105% (capped) STI multiplier to all of the above STI
performance measures.
104.0% 10,542
TOTAL STI 91.4% 274,092
DESCRIPTIONPERFORMANCE MEASURES% ACHIEVED
NUMBER OF
LTI SHARES
VALUE OF LTI
SHARES NZ$
LTI2023 Group CEO
Retention Plan
1
100% weighting on continued tenure. An allocation of 100,000
rights are due to vest in April 2024.
100.0%100,000 165,000
2023 LTI Plan
1
50% weighting on Vista Group recurring revenue in 2023,
2024 and 2025. The threshold to achieve is 90% with pro-
rata payment through to 100%.
72.7%26,051 42,984
50% weighting on continued tenure to April 2024, April 2025
and April 2026.
100.0%35,820 59,103
TOTAL LTI 94.3%161,871 267,087
TOTAL STI & LTI92.8%161,871 541,179
1 These rights convert to shares in April 2024. The share price at 31 December 2023 of $1.65 per share was used for calculating the value of the shares expected to be issued
under the LTI schemes.
54Remuneration report • 55

CEO remuneration
Kimbal Riley retired as CEO on 11 April 2023. The total remuneration received by Kimbal Riley as CEO until
11 April 2023 was as follows, including under the STI and LTI schemes for the 2022 financial year:
YEAR
BASE
SALARY¹
TAXABLE
BENEFITS
FIXED
REMUNERATION STI²
2023 PARTIAL
YEAR STI
NUMBER OF
LTI SHARES
VALUE OF LTI
SHARES NZ$
3

TOTAL
REMUNERATION
2023 174,373 7,935 182,308 273,000 130,750 508,936 671,796 1,257,854
2022 633,979 28,595 662,575 172,656 - 138,834 261,250 1,096,481
1 The 2023 base salary of the previous CEO was $625,000 in both 2023 and 2022. The values included in this table may represent additional amounts required to be paid under
New Zealand legislation when an employee takes annual leave.
2 The STI, LTI shares represented in this table relate to amounts paid or shares issued rights settled in the relevant financial year (for example, the 2022 STI is reflected in 2023,
being the year it was paid).
3 The share price on the date of vesting was used for calculating the value of shares issued.
Stuart Dickinson commenced as CEO on 11 April 2023. The total remuneration received by Stuart Dickinson
as CEO between 11 April 2023 and 31 December 2023 was as follows:
YEAR
BASE
SALARY¹
TAXABLE
BENEFITS
FIXED
REMUNERATION STI² SIGNING BONUS
NUMBER OF
LTI SHARES
VALUE OF LTI
SHARES NZ$
2

TOTAL
REMUNERATION
2023451,919 19,770 471,689 - 200,000 - - 671,689
1 The 2023 base salary of the CEO is $625,000. The value included in this table may represent additional amounts required to be paid under New Zealand legislation when an
employee takes annual leave.
2 The STI, LTI shares represented in this table relate to amounts paid or shares issued rights settled in the relevant financial year (for example, the 2022 STI is reflected in 2023,
being the year it was paid).
The current CEO’s total remuneration for 2024, assuming 100% of LTI shares are issued, is expected to be:
YEAR
BASE
SALARY
TAXABLE
BENEFITS
FIXED
REMUNERATION STI
1

NUMBER OF
LTI SHARES
2
VALUE OF LTI
SHARES NZ$
3
TOTAL
REMUNERATION
2024625,00027,351 652,351274,092 161,871 267,087 1,193,530
1 This is the STI amount for 2023 expected to be paid to the CEO during 2024. See the table on page 55 for further details.
2 This is the number of LTI shares for 2023 expected to be issued to the CEO during 2024. See the table on page 55 for further details.
3 The share price at 31 December 2023 of $1.65 per share has been used for calculating the value of the LTI shares.
In 2023, the current CEO was granted the following share rights and performance rights under the following
LTI schemes:
LTI SCHEME NUMBERTYPE
PERFORMANCE
MEASURES
VESTING
DATE(S)
VALUE OF
LTI SHARES
NZ$m
1
2023 Group CEO
Retention Plan
100,000Share rights100% weighting on continued
tenure to April 2024.
April 2024165,000
100,000Share rights100% weighting on continued
tenure to April 2025.
April 2025165,000
2023 LTI Plan35,820Performance
rights
100% weighting on achievement
of Vista Group 2023
recurring revenue target.
April 202459,103
35,820Performance
rights
100% weighting on achievement
of Vista Group 2024
recurring revenue target.
April 202559,103
35,820Performance
rights
100% weighting on achievement
of Vista Group 2025
recurring revenue target.
April 202659,103
35,820Share rights100% weighting on continued
tenure to April 2024.
April 202459,103
35,820Share rights100% weighting on continued
tenure to April 2025.
April 202559,103
35,820Share rights100% weighting on continued
tenure to April 2026.
April 202659,103
To t a l414,920684,618
1 This assumes that the relevant performance measures are fully achieved and so 100% of the relevant Rights vest. The share price at 31 December 2023 of $1.65 per share was
used for calculating the value of these LTI shares.
The employment agreements of the CEO and GSLT do not include the ability to be paid a transaction bonus
in the event of a takeover of Vista Group.
56Remuneration report • 57

Share-based schemes
Rights granted in 2023
2023 LTI Scheme: In April 2023, Vista Group
granted 1,650,654 rights to GSLT and other selected
senior management under this scheme. 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).
Performance rights that do not vest are eligible to
roll over and vest if targets in future years have
been achieved.
2023 Senior Leadership Retention Scheme: In
April 2023, Vista Group granted 300,000 rights to
selected employees under this scheme. All rights
will vest in April 2024, conditional on the continued
tenure of the participants at the relevant vesting
date.
2023 CEO Retention Scheme: In April 2023, Vista
Group granted 200,000 rights to the CEO under this
scheme. Subject to the CEO’s continued tenure with
Vista Group, 100,000 of these share rights are due
to vest in April 2024, with the remaining 100,000
share rights due to vest in April 2025.
Share-based schemes with conditions met
The following share-based schemes met the
required performance targets resulting in rights
vesting and converting into shares in the year ended
31 December 2023:
2021 & 2022 LTI Scheme: Vista Group granted:
• 1,237,668 rights to GSLT and other selected
senior management under the 2021 LTI Scheme in
April 2021; and
• 1,268,112 rights under the 2022 LTI Scheme in
April 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 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
roll over and vest if targets in future years have
been achieved.
In April 2023, 799,887 Vista Group shares were
issued to participants following the vesting of:
• 214,245 performance rights and 168,346 share
rights under the 2021 LTI Scheme; and
• 208,648 performance rights and 208,648 share
rights under the 2022 LTI Scheme.
2020 Group CEO Retention Scheme: In April 2020,
the previous CEO, Kimbal Riley, was granted
500,000 share rights under the Group CEO
Retention Scheme, with vesting conditional on the
CEO’s continued tenure. In April 2023, 400,000
Vista Group shares were issued to the previous CEO
under this scheme.
2022 Vista Group Recognition Scheme: Vista
Group granted 2,110,769 rights to all Vista Group
employees based in New Zealand, the United
Kingdom and the United States (excluding the CEO)
to recognise the performance of employees. In April
2023, 1,851,062 Vista Group shares were issued to
all participants still employed with Vista Group.
58Remuneration report • 59

Performance rights outstanding
The total number of outstanding rights granted to Vista Group employees (less known leavers) at
31 December 2023 are detailed in the following table:
GRANT YEAR PLAN TYPE 2024
VESTING YEAR
2025 2026
TOTAL
OUTSTANDING
RIGHTS
2021LTI Scheme 261,615 - - 261,615
2022LTI Scheme 330,930 330,930 - 661,860
2022Senior Leadership & Executive Retention Scheme 100,000 200,000 - 300,000
2023LTI Scheme 504,509 504,509 504,509 1,513,527
2023Senior Leadership & Executive Retention Scheme 250,000 - - 250,000
2023CEO Retention Scheme 100,000 100,000 - 200,000
Total rights able to vest 1,547,054 1,135,439 504,509 3,187,002
2023 director remuneration
Director remuneration is paid from the total directors’ fee pool of $725,000 approved by Vista Group’s
shareholders at the ASM held on 26 May 2021. No increase to the fee pool is proposed for 2024.
Directors’ fees in 2023 were calculated as set out below:
POSITION HELDNZ$
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 2023 are set out in the table below:
DIRECTOR FURTHER DETAILS
BOARD
FEES NZ$
ARC
FEES NZ$
NRC
FEES NZ$
TOTAL
DIRECTOR
FEES NZ$

Susan Peterson Chair 180,000 --180,000
Claudia Batten 85,000 -10,000 95,000
Murray Holdaway85,000 --85,000
James Miller ARC Chair85,000 15,000 -100,000
Cris Nicolli NRC Chair 85,000 10,000 15,000 110,000
Kirk Senior 85,000 10,000 10,000 105,000
To t a l 605,000 35,000 35,000 675,000
The total fees paid to directors of $675,000 is within the $725,000 directors’ fee pool approved at the ASM
held on 26 May 2021.
Directors are reimbursed for all reasonable and properly documented expenses incurred in performing their
duties as Vista Group directors. No additional payments or benefits were received by directors during 2023.
60Remuneration report • 61

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 27 February 2024. The information
contained in this statement is current as at that date, unless
otherwise noted.
Vista Group is committed to high standards
of governance.
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 GSLT.
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.
At the date of this Annual Report, Vista Group’s
governance practices over the reporting year
were in compliance with the NZX Corporate
Governance Code and, while not required due to
our ASX foreign-exempt listing status, were also in
compliance with the ASX Corporate Governance
Principles and Recommendations (fourth edition).
Vista Group has reported against the NZX
Corporate Governance Code dated 1 April
2023. A table setting out where the principles
and recommendations in the NZX Corporate
Governance Code are addressed in this annual
report is included on pages 90 and 91.
62Corporate governance • 63

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
A brief profile, including the relevant qualifications
and experience, of each director can be found at
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.
Board 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 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)
64Corporate governance • 65

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 year, the NRC assessed the
skills of the Board and reviewed the Board skills
matrix. A summary of the Board skills matrix is set
out on the opposite page.
The Board 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 vistagroup.co.nz/board-management.
Board skills matrix
9. Film industry
10. Sustainability
1. Software, cloud, online and operating platforms
2. Digital product management and marketing
3. Data
4. Strategy and development
5. Go-to-market in international markets
6. Financial expertise
7. Listed company
8. People and culture
CAPABILITIES
Six Board members
9. Depth of experience in the film industry, including in film exhibition
and/or distribution
10. Deep understanding of the environmental, social and governance
considerations in a strategic and operational context and the applicable
legislative framework, including the TCFD
1. Expertise and experience in the development and delivery of software
and digital solutions through on-premise, managed services, cloud and/or
online 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
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
4. Expertise in corporate strategy and the developing early stage businesses,
including strategic reviews, M&A and strategic partnerships
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)
6. Financial expertise with significant public company experience in finance,
accounting, capital markets, credit markets, banking and investor relations.
7. Depth of expertise on listed company boards, including experience in
governance, compliance and risk management and health and safety
8. Remuneration, retention, workforce planning, talent, culture and diversity
and inclusion
CAPABILITY DESCRIPTIONPROFICIENCY GUIDE:
Low Medium High
66Corporate governance • 67

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 an executive with effect from 1 January
2021. Considering all relevant factors, including
his previous executive position, the Board has
determined that Kirk Senior is not an Independent
Director.
Murray Holdaway is the co-founder of Vista Group,
holds 2.87% of Vista Group’s ordinary shares, and
was Vista Group’s Chief Product Officer until he
resigned as an executive in 2022. Considering all
relevant factors, the Board has determined that
Murray Holdaway is not an Independent Director.
None of the directors are a:
• partner, director, senior executive or material
shareholder of a firm that provided material
professional services to Vista Group or any of its
subsidiaries (within the past twelve months);
• current or past senior employee or partner of
Vista Group’s auditor PwC;
• 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 (within the past
three years); or
• recipient of performance-based remuneration
from, or participating 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 should remain 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 GSLT. 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 GSLT;
• Reviewing and approving certain material
transactions, and making certain investment and
divestment decisions; and
• 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 GSLT’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; and
• 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 GSLT are documented in Vista Group’s
Corporate Governance Code and Delegated
Financial Authority Manual. The CEO and GSLT
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 GSLT 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 on the recommendation of the NRC.
The CEO’s performance was evaluated during
the reporting year on this basis. The NRC is also
responsible for overseeing the CEO’s evaluation
of the GSLT. Further details are contained in the
Remuneration Report.
Directors’ remuneration
Full details regarding Vista Group’s remuneration of
its directors are set out in the Remuneration Report
on page 61.
68Corporate governance • 69

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, 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, health and
safety, and other 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 2023, Vista Group
hosted a Director Education Session where
external experts presented on the topic of the
future of responsible usage of AI. Outside of
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 year
and is satisfied that, taking into account all of their
commitments, each director had sufficient time to
perform their Vista Group duties.
Each Committee Charter provides that employees and non-member Executive Directors can only attend
Committee meetings at the invitation of the Chair of the relevant Committee.
2023 governance calendar and attendance
Vista Group’s 2023 governance calendar is set out in the table below:
MEETINGSJANFEBMARAPRM AYJUNJULAUGSEPOCTNOVDEC
Board

Board Sub-Committee
Disclosure Committee
ARC

NRC
ASM
With the exception of Murray Holdaway due to sickness, all directors attended the 2023 ASM. Details
regarding the directors’ attendance of the 2023 governance meetings is set out in the table below:
Board or Committee Member present Non-Committee Member present
MEETINGSBOARD ATTENDANCEBOARDBOARD SUBARCNRC
Susan Peterson100%
Claudia Batten100%
Murray Holdaway91%
James Miller100%
Cris Nicolli100%
Kirk Senior100%
70Corporate governance • 71

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 year. The next review will be carried out during 2024.
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)201520162017201820192020202120222023TENURE
Murray Holdaway
06 Aug 2003
20–21 yrs (co-founder)
Kirk Senior
03 Jun 2014
9–10 yrs (since IPO)
Susan Peterson
03 Jun 2014
9–10 yrs (since IPO)
Cris Nicolli
17 Feb 2017
6–7 yrs
Claudia Batten
01 Jan 2021
3 yrs
James Miller
31 Aug 2021
2-3 yrs
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
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 General Counsel and Company
Secretary, the CEO and the CFO. The Disclosure
Committee convenes 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. At the date of this statement, Vista Group
has determined that no standing committees are
required other than the Disclosure Committee.
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
vistagroup.co.nz/investor-centre.
Directors’ shareholdings in Vista Group
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 the final determination left
to individual directors' personal circumstances.
Further details of directors’ shareholdings in
Vista Group are set out in Directors’ Disclosures
on page 84.
Access to advice together with the 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.
72Corporate governance • 73

Audit plan and role of the external auditor
PwC 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 PwC 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 2023 ASM and
was available to Vista Group’s shareholders to
answer questions relevant to PwC’s audit.
Details of the work (both audit and non-audit)
undertaken by, and fees paid to, PwC during
2023 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 PwC 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
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;
Assurance and managing risk
• 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.
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 PwC
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 73) to determine
whether any market announcement is required.
The external auditor’s report to shareholders on
page 139 discloses all non-audit services and any
other relevant independence considerations.
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, 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
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 General Counsel and Company
Secretary, the CEO and the CFO.
The CEO and GSLT 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 or
GSLT 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, earnings 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 the 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 2023 financial statements.
74Corporate governance • 75

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 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 GSLT
and employees.
Vista Group set the following diversity objectives for the year ended 31 December 2023:
OBJECTIVE OUTCOME
Ensuring there is a minimum
of two females on the Board
at all times
Vista Group has maintained a gender representation on its Board, with Susan Peterson as
Chair and Claudia Batten as an Independent Non-Executive Director.
Progressing towards our aspiration of
40:40:20
1
gender diversity (across all
employees by 2030)
At 31 December 2023, women comprised 9% of the GSLT.
Women comprised 29% of all new hires in 2023. In addition, of those participating
in leadership development programmes, 29% have been women in 2023. The focus
area for leadership development was in the engineering department where the female
representation is lower than in other parts of the business. Vista Group will continue to
drive leadership development training to support its transformation efforts.
This outcome shows a movement towards achieving the 40:40:20 split across leadership
teams and programmes.
Report on a full Gender Pay Gap
analysis annually and actions
undertaking to minimise the gap
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 9.9%. 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.
Continuing to create and maintain
an inclusive culture and work
environment with a focus on women,
ethnic minorities and those who
identify as LGBTQI+
Vista Group actively works with its local leaders and affiliation groups to promote and
support inclusive work practices and to embrace the diversity of our people. This has
included celebrating key cultural events such as International Women’s Day, Pride
Month, Matariki, Diwali and 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 43 for disclosure regarding the gender diversity at 31 December 2023.
Risk management is an integral part of Vista Group. 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 CEO and GSLT are responsible for ensuring
compliance with the risk management framework
and promoting a culture of good risk practices.
Our people 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 the GSLT
and other 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 and the high-level mitigation
strategies and activities for each risk.
Risk management
76Corporate governance • 77

KEY RISKSMITIGATION STRATEGIES AND ACTIVITIES
HEALTH, SAFETY AND WELLBEING
Ability to protect our people’s health, safety and wellbeing.
• Board oversight through monthly health, safety and wellbeing
report against Vista Group policies
• Dedicated Work Well programme to support our people's
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.
• Board oversight through reporting of compliance related
programmes
• 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 people in a
highly competitive industry to be able to deliver on our
strategy.
• Board oversight by the Nominations and Remuneration
Committee through the People & Culture report
• Succession planning for senior leadership and critical roles
• Leadership development and mentoring programme
• Focus on people 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.
• Board oversight of capital allocation and budgeting
• Capital Allocation Policy approved by the Board
• Long-term forecasting through the financial strategic plan
• Maintain a strong relationship with our investors and banking
partners
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 Group collects, uses and processes
personal data and information, could result in financial
penalties, regulatory intervention and reputational damage.
• Board oversight through reporting of compliance related
programmes
• Group policies relating to data protection, data retention and
IT and information security
• Multi-jurisdictional Data Protection Officer provides support
and independent assurance
• Awareness training on data privacy and security
• ISAE (NZ) 3000 / SAE 3150 assurance report (equivalent to
SOC 2 Type 1) in progress for Vista Cloud
STRATEGY EXECUTION
Inability to execute our strategic initiatives that leads to
reputational impacts and reduced revenue growth.
• Board approved strategy and oversight through regular
reporting on initiatives and challenges
• Executive sponsorship and accountability for strategic
initiatives
• Programme review for improving operational alignment to
strategic initiatives
KEY RISKSMITIGATION STRATEGIES AND ACTIVITIES
PLATFORM STABILITY AND DATA SECURITY
Failure to maintain security controls and processes which
expose Vista Group to cyber-attacks, a loss of service
or unplanned outages of applications, disrupting clients’
businesses leading to client churn and/or reputational
damage.
• Board oversight through the Chief Technology Officer security
report
• Approved suite of IT related policies
• 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 1) in progress for Vista Cloud
ADVERSE GLOBAL EVENTS
Vista Group’s global footprint in 100+ countries means it
is exposed it 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
underlying profitability.
• Board oversight through the CEO report
• 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
• Business continuity plan to respond to significant operational
events
ENVIRONMENTAL (INCLUDING CLIMATE)
Failure to support or transition to a lower carbon economy
could lead to regulatory impacts and reputational damage.
• Board oversight through the Audit and Risk Committee of
climate initiatives
• Board approved climate-related disclosures
• Risk Management framework and continuous improvement
• Carbon emissions measurement and assurance programme
• Climate roadmap to align with the Aotearoa New Zealand
Climate Standards
FILM AND CINEMA INDUSTRY DISRUPTIONS
Reduction in content made available for theatrical release,
delays in film production, material reduction of the
theatrical window, sustained poor box office performance
resulting in reduced revenue growth for Vista Group.
• Board oversight through the CEO report
• Maintaining sufficient capital reserves
• Global diversification of clients and global vs localised content
reducing exposure in a single market
78Corporate governance • 79

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
vistagroup.co.nz/investor-centre, regular
information disclosures via the NZX and ASX
announcement platforms, at the ASM, Investor Days
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 dedicated Investor Centre website
(vistagroup.co.nz/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
ASMs and to ask questions of the Chair, Board,
GSLT 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 2023 ASM was held on 25 May 2023
and took place in a hybrid format (in person and
online). The Notice of Meeting for the 2023 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 2024 ASM will be held on 21 May
2024 and is again expected to take place in a
hybrid format.
Electronic communications
All shareholders are encouraged 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 vistagroup.co.nz/investor-centre.
Vista Group's 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 everyone at
Vista Group is 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 GSLT 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.
Training on the Code of Ethics is delivered to all
employees through Vista Group’s online learning
management system. Training is reinforced through
regular reminders from the People and Culture team
across the business. The Code of Ethics is provided
to new employees as part of their induction
materials. A copy of the Code of Ethics can be
found at vistagroup.co.nz/investor-centre.
80Corporate governance • 81

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 at 31 December 2023 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
Xero Limited (ASX : XRO)Non-Executive Director
Craigs Investment PartnersNon-Executive Director
Global WomenTrustee
Peterson Mellsop Family TrustTrustee and Beneficiary
Claudia Batten Air New Zealand Limited (NZX:AIR)Non-Executive Director
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
Mercury NZ Limited (NZX & ASX: MCY)Non-Executive Director
Ryman Healthcare Ltd (NZX: RYM) 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
82Corporate governance • 83

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 at 31 January
2024 is set out in the table below:
DIRECTOR
NUMBER OF VISTA
GROUP SHARES
% OF SHARES
ON ISSUE
Susan Peterson 122,271 0.052%
Claudia Batten – –
Murray Holdaway 6,786,000 2.872%
James Miller 74,500 0.032%
Cris Nicolli 87,152 0.037%
Kirk Senior 861,936 0.365%
Directors’ Vista Group share dealings
During 2023, 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.
Directors’ disclosuresOther 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 2023.
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 2023.
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
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
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) at 31 December 2023 was
$0.00550281 (2022: $0.08662386).
Donations and lobbying
Vista Group made donations of $21,000 during the
2023 financial year (2022: $135,000).
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
2023.
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 2023.
Modern slavery and human trafficking
statement
Vista Group has published a statement setting out
the steps it has taken during the 2023 financial year,
and the actions it will take during the 2024 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 vistagroup.co.nz/investor-centre.
Subsidiary companies
The directors of subsidiaries of Vista Group at
31 December 2023 are listed in the table set out
at page 136.
84Corporate governance • 85

Twenty largest shareholders
Vista Group’s 20 largest shareholders and their shareholdings at 31 January 2024 are set out in the
table below:
RANKREGISTERNAME OF TOP 20 SHAREHOLDERS
NUMBER OF
SHARES
% OF
ISSUED
SHARES
1NZLTea Custodians Limited
1
40,799,338 17.27%
2AUSCiticorp Nominees Pty Limited25,492,238 10.79%
3NZLBnp Paribas Nominees NZ Limited Bpss40
1
16,492,193 6.98%
4AUSJ P Morgan Nominees Australia Pty Limited15,225,441 6.44%
5NZLAccident Compensation Corporation
1
11,399,941 4.83%
6NZLHSBC Nominees (New Zealand) Limited
1
11,125,061 4.71%
7AUSHSBC Custody Nominees (Australia) Limited9,834,556 4.16%
8NZLNew Zealand Superannuation Fund Nominees Limited
1
9,585,052 4.06%
9NZLCustodial Services Limited7,356,850 3.11%
10NZLBrian John Cadzow & Julie Ann Cadzow & Peter Allen Lewis7,049,065 2.98%
11NZLMurray Lawrence Holdaway & Helen Rachel Geary & Stephen John Mcdonald6,786,000 2.87%
12NZLNew Zealand Depository Nominee6,302,639 2.67%
13AUSMirrabooka Investments Limited4,452,426 1.88%
14NZLHobson Wealth Custodian Limited3,960,900 1.68%
15NZLPt Booster Investments Nominees Limited3,702,508 1.57%
16NZLBruce Alexander Wighton & Marianne Bachler & Wighton Bachler Trustee Limited3,668,995 1.55%
17AUSBnp Paribas Noms Pty Ltd2,928,403 1.24%
18NZLGregory James Trounson & Donald Mackenzie Gibson & Kathryn Mary Lee Trounson2,763,883 1.17%
19NZLKimbal Harrison Riley1,852,665 0.78%
20NZLJPMORGAN Chase Bank
1
1,774,079 0.75%
Total of top 20 shareholders192,552,233 81.51%
Total shares on issue 236,243,042 100.00%
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 at 31 January 2024
SIZE OF HOLDING NUMBER OF HOLDERS NUMBER OF SHARES HOLDING QUANTITY %
1 to 1,0001,000503,1030.21%
1,001 to 5,0001,2513,270,5221.38%
5,001 to 10,0004213,140,9911.33%
10,001 to 50,0004048,330,1233.53%
50,001 to 100,000654,466,6131.89%
> 100,00069216,531,69091.66%
To t a l 3,210236,243,042100.00%
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 at 31 December 2023 in respect of the number
of voting securities set opposite their names:
NAME OF SUBSTANTIAL PRODUCT HOLDERNUMBER OF SHARES % OF ISSUED SHARES
Fisher Funds Management Limited 34,805,332 14.73%
Spheria Asset Management Pty Ltd 32,466,361 13.74%
FIL Limited 21,163,635 8.96%
Pinnacle Investment Management Group Limited 12,226,076 5.18%
On 12 January 2024, FIL Limited announced that it had reduced its holding in Vista Group to 17,691,949
ordinary shares.
86Corporate governance • 87

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 vistagroup.co.nz provides
information regarding Vista Group, its Board,
CEO, GSLT 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
88Corporate governance • 89

NZX Corporate Governance Code
PRINCIPLE / RECOMMENDATIONSECTION TITLELOCATION
PRINCIPLE 1 – ETHICAL STANDARDS
1.1 Code of ethicsVista Group's Code of EthicsPage 81
The Code of Ethics is available within the
Corporate Governance Code & Appendices at
vistagroup.co.nz/investor-centre.
1.2 Financial product dealing policyThe Share Trading Policy is available at
vistagroup.co.nz/investor-centre.
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE
2.1 Board charterBoard structurePage 65
The Corporate Governance Code is available at
vistagroup.co.nz/investor-centre.
2.2 Board appointment and nominationSelection, nomination and appointmentPage 70
2.3 Director agreementsSelection, nomination and appointmentPage 70
2.4
(a) Director profiles, tenure and
ownership interests
Board composition and characteristics
Board skills matrix
Tenure
Page 65
Page 66
Page 72
(b) Director meeting attendance2023 governance calendar and
attendance
Page 71
(c) Director independenceIndependence and conflictsPage 68
2.5 Diversity policyDiversity and inclusion policyPage 76
The Diversity & Inclusion Policy is available at
vistagroup.co.nz/investor-centre.
2.6 Director trainingInduction and development Page 70
2.7 Director performanceReviewing performancePage 72
2.8 Majority independent directorsIndependence and conflictsPage 68
2.9 Independent chairIndependence and conflictsPage 68
2.10 Chair / CEO separationIndependence and conflictsPage 68
PRINCIPLE 3 – BOARD COMMITTEE
3.1 Audit committee Board committees
Committee charters
Page 73
The ARC Charter is available within the
Corporate Governance Code & Appendices at
vistagroup.co.nz/investor-centre.
3.2 Attendance at audit committee by
employees by invitation
2023 governance calendar and
attendance
Page 71
3.3 Remuneration committee Board committees
Committee charters
Page 73
The NRC Charter is available within the
Corporate Governance Code & Appendices at
vistagroup.co.nz/investor-centre.
3.4 Nomination committee Board committees
Committee charters
Page 73
The NRC Charter is available within the
Corporate Governance Code & Appendices at
vistagroup.co.nz/investor-centre.
Vista Group does not have a separate Nominations Committee, or a separate Remuneration
Committee. See the “Board committees” section on page 73 of this report for a full explanation of
this exception.
3.5 Other standing committees Board committees
2023 governance calendar and
attendance
Page 73
Page 71
3.6 Takeover protocol Takeover offer protocolPage 85
The following table sets out where the relevant principles and recommendations in the NZX Corporate Governance
Code are addressed in this Annual Report.
PRINCIPLE / RECOMMENDATIONSECTION TITLELOCATION
PRINCIPLE 4 – REPORTING & DISCLOSURE
4.1 Continuous disclosure policyThe Continuous Disclosure Policy is available at vistagroup.co.nz/investor-centre.
4.2 Code of ethics, charters and
policies on website
The Code of Ethics, Board and Committee Charters and related policies are available within the
Corporate Governance Code & Appendices at vistagroup.co.nz/investor-centre.
4.3 Balanced, clear and objective
financial reporting
The Financial Statements set out on pages 92 – 138.
4.4 Non-financial disclosureThe Climate-related Financial Disclosures Report is available at
vistagroup.co.nz/investor-centre.
PRINCIPLE 5 – REMUNERATION
5.1 Director remuneration policy2023 director remunerationPage 61
The Directors Remuneration Policy is available
within the Corporate Governance Code &
Appendices at
vistagroup.co.nz/investor-centre.
5.2 Executive remuneration policyExecutive appointment and remunerationPage 50
5.3 CEO remunerationBreakdown of CEO pay for performance
(2023)
CEO remuneration
Page 55

Page 56
PRINCIPLE 6 – RISK MANAGEMENT
6.1 Risk managementRisk managementPage 77
The Risk & Compliance Framework Summary is
available at
vistagroup.co.nz/investor-centre.
6.2 Health and safety risksRisk managementPage 77
PRINCIPLE 7 – AUDITORS
7.1 Audit frameworkExternal audit policyPage 74
The External Audit Policy is available within the
Corporate Governance Code which is available at
vistagroup.co.nz/investor-centre.
7.2 External auditor attends annual
meeting
Audit plan and role of the external auditorPage 74
7.3 Internal auditAudit conflict safeguard and resolution
process
Page 74
PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS
8.1 Investor websiteInvestor CentrePage 80
Available at
vistagroup.co.nz/investor-centre.
8.2 Shareholder communicationsElectronic communicationsPage 81
8.3 Right to voteRights and privilegesPage 88
8.4 Pro rata offers N/A during the reporting period
8.5 Notice of meeting Annual Shareholders’ Meetings Page 80
90Corporate governance • 91

Financial statements
Directors’ report
The Board of Directors present the financial
statements of Vista Group for the year ended
31 December 2023 and the independent
auditor’s report.
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 at 31 December 2023
and the results of Vista Group’s operations
and cash flows for the year.
For and on behalf of the Board of Directors
who approved these financial statements for
issue on 27 February 2024.
James Miller
Chair, Audit and Risk Committee
Susan Peterson
Chair
92Financial statements • 93

Income statement
For the year ended 31 December 2023

20232022
CONTINUING OPERATIONSSECTIONNZ$mNZ$m
Total revenue2.1, 2.2143.0 135.1
Cost to serve2.3(53.3)(50.6)
Gross profit89.7 84.5
Sales and marketing costs2.3(15.3)(14.3)
Research and development costs2.3(28.4)(27.6)
General and administration costs2.3(32.8)(32.6)
Foreign currency gains0.1 0.6
Total operating expenses(76.4)(73.9)
EBITDA
1
2.213.3 10.6
Amortisation4.5(13.0)(11.5)
Depreciation4.2, 4.7(6.9)(5.7)
Finance costs(2.7)(2.1)
Finance income1.0 0.8
Share of equity accounted loss from associate- (2.7)
Other gains and losses2.3(9.2)(11.9)
Loss before tax (17.5)(22.5)
Taxation benefit5.13.9 1.6
Loss for the year (13.6)(20.9)
Loss for the year is attributable to:
Owners of the parent(13.9)(21.4)
Non-controlling interests0.3 0.5
Loss for the year (13.6)(20.9)
 
Basic and diluted earnings per share (dollars)6.2($0.06)($0.09)
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.
Statement of other comprehensive income
For the year ended 31 December 2023

20232022
SECTIONNZ$mNZ$m
Items that may be reclassified subsequently to the income statement
1

Translation of foreign operations0.7 2.3
Items that will not be reclassified to the income statement
Excess income tax expense on share-based payments6.1(0.2)(0.4)
Total other comprehensive income 0.5 1.9
Loss for the year(13.6)(20.9)
Total comprehensive loss for the year (13.1)(19.0)
Total comprehensive loss for the year is attributable to:
Owners of the parent(13.4)(19.7)
Non-controlling interests0.3 0.7
Total comprehensive loss for the year (13.1)(19.0)
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.
94Financial statements • 95

Statement of changes in equity
For the year ended 31 December 2023
2023SECTION
CONTRIBUTED
EQUITY
NZ$m
RETAINED
EARNINGS
NZ$m
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 2023135.0 1.9 3.8 5.3 146.0 2.0 148.0
Total comprehensive income movement:
Loss for the year-(13.9)--(13.9)0.3 (13.6)
Other comprehensive (loss) / income
1
(0.2)-0.7 -0.5 -0.5
Total comprehensive (loss) / income(0.2)(13.9)0.7 -(13.4)0.3 (13.1)
Transactions with owners:

Share-based payments6.1, 6.55.7 --(2.5)3.2 -3.2
Dividends paid-----(0.8)(0.8)
Balance at 31 December 2023140.5 (12.0)4.5 2.8 135.8 1.5 137.3
2022
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 acquisition3.2 ---3.2 -3.2
Share-based payments6.1, 6.50.9 --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
1 Items of other comprehensive income will be reclassified to the income statement when specific conditions are met.
Statement of financial position
As at 31 December 2023

20232022
SECTIONNZ$mNZ$m
CURRENT ASSETS
Cash28.546.0
Trade and other receivables4.138.436.4
Contract assets4.14.14.9
Income tax receivable 0.41.3
Total current assets 71.488.6
NON-CURRENT ASSETS 
Contract assets4.10.50.4
Property, plant and equipment4.23.24.7
Lease assets4.78.712.3
Net investment in sublease4.8-1.2
Goodwill4.457.757.1
Other intangible assets4.554.853.0
Deferred tax asset5.224.117.8
Total non-current assets 149.0146.5
Total assets 220.4235.1
CURRENT LIABILITIES 
Borrowings3.21.00.5
Trade and other payables4.622.323.6
Lease liabilities4.75.55.3
Deferred revenue4.926.722.3
Provisions4.101.20.6
Contingent consideration4.110.51.4
Income tax payable 0.10.4
Total current liabilities 57.354.1
NON-CURRENT LIABILITIES 
Borrowings3.217.617.6
Lease liabilities4.77.013.3
Deferred revenue4.90.50.4
Provisions4.100.10.1
Contingent consideration4.11-1.5
Deferred tax liability5.20.60.1
Total non-current liabilities 25.833.0
Total liabilities83.187.1
Net assets 137.3148.0
EQUITY 
Contributed equity6.1140.5135.0
Retained earnings(12.0)1.9
Foreign currency reserve6.44.53.8
Share-based payment reserve6.52.85.3
Total equity attributable to owners of the parent135.8146.0
Non-controlling interests1.52.0
Total equity 137.3148.0
For, and on behalf of, the Board who approved these
financial statements for issue on 27 February 2024.
Susan Peterson
Chair
James Miller
Chair, Audit and Risk Committee
The above statement should be read in conjunction with the accompanying notes.
The above statement should be read in conjunction with the accompanying notes.96Financial statements • 97

Statement of cashflows
For the year ended 31 December 2023
20232022

SECTIONNZ$mNZ$m
CASHFLOWS FROM OPERATING ACTIVITIES 
Receipts from clients149.2131.5
Payments to suppliers and employees(132.8)(117.6)
Payments associated with the business transformation and CEO transition2.3(5.0)-
Taxes received0.10.4
Interest paid(2.5)(1.9)
Net cash inflow from operating activities3.19.012.4
CASHFLOWS FROM INVESTING ACTIVITIES 
Purchase of property, plant and equipment4.2(0.8)(2.1)
Purchase of internally generated software and other intangibles4.5(19.5)(16.8)
Interest received1.10.4
Contingent consideration paid4.11(1.3)-
Retriever acquisition, net of cash acquired-(3.3)
Net cash applied to investing activities (20.5)(21.8)
CASHFLOWS FROM FINANCING ACTIVITIES 
Lease payments - principal elements4.7(5.3)(5.1)
Loan drawdown - RDTI loan3.20.5-
Loan repayment - related parties3.2(0.1)(0.1)
Dividends paid to non-controlling interests(0.8)(0.5)
Net cash applied to financing activities (5.7)(5.7)
Net decrease in cash (17.2)(15.1)
Cash at beginning of year46.060.4
Foreign exchange differences(0.3)0.7
Cash at year end 28.546.0
Notes to the financial statements
1. Basis of preparation
General information
The notes are consolidated into eight 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.
Material accounting policies
Material 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. Various
accounting policies disclosed in the prior year financial statements have been removed from this document, as they are not
deemed material to the reader of these financial statements. 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 2.3 Recognition of Government grants
Section 4.1 Revenue and expected credit loss (ECL) provisioning
Section 4.4 & 4.5 Impairment testing of goodwill and intangible assets
Section 4.5 Capitalisation of development costs
Section 5.2 Recognition of deferred tax assets
Recognition of Government grants has been included as a significant judgement in 2023 due to a US$2.0m claim from the US
Government associated to wage costs incurred during the pandemic. While Vista Group believes it is eligible to make this claim,
due to its complexity and various procedural factors, Vista Group applied judgement by not recognising this grant in the 2023
financial year.
Impairment testing of associate companies is no longer classified as a significant source of estimation uncertainty as Vista Group
has continued to recognise a nil carrying value to Vista China.
The carrying amount of net investment in sublease is no longer classified as a significant source of estimation uncertainty as there
were no sublease arrangements in place at 31 December 2023.
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 27 February 2024.
The above statement should be read in conjunction with the accompanying notes.
98Notes to the financial statements • 99

1.2 Summary of material 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 Accounting Standards) and interpretations issued by the IFRS
Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS Accounting Standards.
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 2023. 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.
Impact of climate-related matters on these financial statements
Vista Group continues to assess the impact of climate change on its business along with plans to set targets and to reduce its
emissions. The current commitments made by Vista Group are detailed within the 2022 Climate-related Financial Disclosures
Report, located at vistagroup.co.nz/investor-centre. The main emission commitments include:
1. Setting reduction targets for Scope 2 and selected Scope 3 operational emission categories;
2. Measuring and setting reduction targets across remaining Scope 3 operational emission categories; and
3. Reducing Scope 2 and 3 operational emissions in line with science-aligned targets.
When preparing these financial statements, Vista Group determined there were no material impacts from climate-related matters
on the financial statements, including sources of estimation uncertainty or significant judgements.
New IFRS accounting standards
Certain new IFRS accounting standards and interpretations have been published that are not mandatory for the 31 December
2023 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.
No new or amended standards and interpretations have been adopted in the 2023 financial year that have a material impact on
Vista Group.
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
20232022
NZ$m%NZ$m%
SaaS revenue45.9 38.4
Non-SaaS revenue78.1 73.9
Recurring revenue124.0 87%112.3 83%
Perpetual software4.5 6.3
Hardware3.7 6.2
Services & development - one off10.2 10.0
Other revenue0.6 0.3
Non-recurring revenue19.0 13%22.8 17%
Total revenue
1
143.0 100%135.1 100%
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 classification 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.
100Notes to the financial statements • 101

Revenue process and policy
The following details Vista Group’s approach to categorising revenue:
REVENUE
CATEGORYREVENUE TYPESEGMENTDESCRIPTION
TIMING OF REVENUE
RECOGNITION
SaaS revenue
Recurring
revenue
Vista recurring
subscriptions
– annual fee
Vista CinemaA subscription for the
right to access the Vista
Cinema cloud-hosted
software.
Over time - Benefits are
simultaneously received
and consumed; revenue
is recognised over the
contract term.
Vista recurring
subscriptions
– variable fee
Vista CinemaVariable revenue based
on the number of tickets
sold.
Point in time - Variable
fees recognised at the
end of each month once
usage-based quantities
are known.
Movio Cinema
– annual fee
MovioMovio Cinema
cloud-hosted data,
marketing and analytics
platform. Clients are
charged an annual
access fee to the
platform plus a variable
component (see below).
Over time - Platform
access is recognised
over time as benefits are
simultaneously received
and consumed.
Movio Cinema
– variable fee
MovioVariable revenue based
on the number of active
members managed
and the number of
promotional messages
sent during a given
period.
Point in time - Variable
license revenue is
recognised at the end
of each month once
usage-based quantities
are known.
Movio Research
– platform fee
MovioMovio Research
cloud-hosted data,
marketing and analytics
platform.
Over time - Platform
access is recognised
over time as benefits are
simultaneously received
and consumed.
Maccs platforms
– annual fee
AGC (Maccs)A subscription for
the right to access
the Maccs platforms,
including Maccs Box,
DCHub and Theatrical
Distribution Services.
Over time - Platform
access is recognised
over time as benefits are
simultaneously received
and consumed.
Maccs platforms
– variable fee
AGC (Maccs)Variable revenue based
on the use of Maccs
platforms, including
Maccs Box, DCHub and
Theatrical Distribution
Services.
Point in time - Variable
license revenue is
recognised at the end
of each month once
usage-based quantities
are known.
Numero platformAGC (Numero)A subscription for the
right to access cloud-
hosted regular box office
reporting.
Over time - Platform
access is recognised
over time as benefits are
simultaneously received
and consumed.
REVENUE
CATEGORYREVENUE TYPESEGMENTDESCRIPTION
TIMING OF REVENUE
RECOGNITION
Non-SaaS
revenue
Recurring
revenue
On-premise
subscription fees
Vista Cinema A subscription for
the right to access
on-premise software
(i.e. not hosted on the
Cloud). This service
includes the right to
basic support and
any enhancements
or upgrades in the
software.
Over time - Benefits are
simultaneously received
and consumed; revenue
is recognised over the
subscription term.
MaintenanceVista Cinema /
AGC (Maccs & Numero)
Basic support and
any enhancements or
upgrade to the software.
Over time - Benefits are
simultaneously received
and consumed; revenue
is recognised over the
maintenance term.
Services & development
- recurring
Vista Cinema / Movio /
AGC (Maccs)
Annually committed
bespoke development
of software.
Over time - Recognised
when the service
or development is
complete or on a stage of
completion basis.
Showtimes platform AGC (Powster)Website and marketing
platform for feature
films, incorporating
Showtimes data.
Point in time - Recognised
when the platform is
made available to the
client.
Non-recurring
revenue
Perpetual softwareVista Cinema /
AGC (Maccs)
Perpetual ERP software
license targeted at larger
cinema circuits.
Point in time - Recognised
at the point in time when
the software goes live,
which is when the client
can benefit from using
the software.
Movio Media
– targeted campaigns
Movio Targeted marketing
campaigns, digital
advertising and reports.
Point in time - Revenue
is recognised when the
campaigns and reports
are completed.
Website developmentAGC (Powster)Creation of websites for
new films about to be
released.
Point in time - Recognised
when the website has
been delivered to the
client.
Services & development
– one off
Vista Cinema / Movio /
AGC (Maccs)
Fees charged for one
off value-add services,
implementation
services and bespoke
development of
software.
Over time - Recognised
when the service
or development is
complete or on a stage of
completion basis.
HardwareVista CinemaRevenue from the one-
off sale of hardware.
Point in time - Recognised
at a point in time when
delivery has been made.
102Notes to the financial statements • 103