VGL – Capital Change Notice

Vista Group International Limited
Capital Change Notice


Section 1: Issuer information
Name of issuer Vista Group International Limited
NZX ticker code VGL
Class of financial product (1) Performance Rights.
(2) Share Rights.
ISIN (If unknown, check on NZX
website)
NZVGLE0003S1
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed (1) 1,320,984 Performance Rights.
(2) 150,000 Share Rights.
Nominal value (if any) N/A
Issue/acquisition/redemption price per
security
(1) Performance Rights issued under the 2024 LTI
Scheme for nil consideration.
(2) Share Rights issued under the 2024 Executive
Retention Scheme for nil consideration.
Nature of the payment (for example,
cash or other consideration)
N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial
Products issued/acquired/redeemed/
(calculated on the number of Financial
Products of the Class, excluding any
Treasury Stock, in existence)
(1) 100% of the Performance Rights under the 2024 LTI
Scheme.
(2) 100% of the Share Rights under the 2024 Executive
Retention Scheme.
For an issue of Convertible Financial
Products or Options, the principal terms
of Conversion (for example the
Conversion price and Conversion date
and the ranking of the Financial Product
in relation to other Classes of Financial
Product) or the Option (for example, the
exercise price and exercise date)
Performance Rights
Each Performance Right represents upon vesting an
entitlement to be issued an Ordinary Share in the
Company subject to the achievement of certain Group
recurring revenue or management EBITDA targets in
each year during the three year term of the 2024 LTI
Scheme.
The Performance Rights have a nil exercise price and,
provided the Group recurring revenue or management
EBITDA targets are achieved, are due to vest as follows:
• 440,328 Performance Rights due to vest on 15 April
2025.
• 440,328 Performance Rights due to vest on 15 April
2026.
• 440,328 Performance Rights due to vest on 15 April
2027.
Performance Rights that do not vest in 2025 or 2026 are
eligible to vest in the following performance period
provided the relevant Group recurring revenue or
management EBITDA targets for that performance period
is achieved.
Share Rights
Each Share Right represents upon vesting an entitlement
to be issued an Ordinary Share in the Company, subject to

the vesting condition that the relevant employee remains
an employee of the Company or one of its subsidiaries up
to and including the vesting date. Under the terms of the
2024 Executive Retention Scheme, 100% of the Share
Rights (150,000 Share Rights) are due to vest on 15 April
2026.
Reason for issue/acquisition/redemption
and specific authority for
issue/acquisition/redemption/ (the
reason for change must be identified
here)
The motivation, reward and retention of employees of the
Company and its subsidiaries.
Board resolutions dated 8 April 2024 approving the grant
of Performance Rights under the 2024 LTI Scheme and
Share Rights under the 2024 Executive Retention
Scheme.
Total number of Financial Products of
the Class after the
issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total
number of Financial Products of the
Class held as Treasury Stock after the
issue/acquisition/redemption.
(1) 1,320,984 Performance Rights.
(2) 150,000 Share Rights.
There is no Treasury Stock.
In the case of an acquisition of shares,
whether those shares are to be held as
treasury stock
N/A
Specific authority for the issue,
acquisition, or redemption, including a
reference to the rule pursuant to which
the issue, acquisition, or redemption is
made
Board resolutions dated 8 April 2024 and Listing Rule
4.6.1.
Terms or details of the issue,
acquisition, or redemption (for example:
restrictions, escrow arrangements)
Any Ordinary Shares in the Company issued on vesting of
a Performance Right or a Share Right will rank equally
with all other fully paid Ordinary Shares in the Company.
Date of issue/acquisition/redemption 8 April 2024
Section 3: Authority for this announcement and contact person
Name of person

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

8 April 2024

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Announcement Summary
Entity name
VISTA GROUP INTERNATIONAL LIMITED.
Date of this announcement
Monday April 08, 2024
The +securities the subject of this notification are:
Total number of +securities to be issued/transferred
ASX +security
codeSecurity description
Total number of
+securities to be
issued/transferredIssue date
VGLAAPERFORMANCE RIGHTS1,320,98408/04/2024
VGLABSHARE RIGHTS150,00008/04/2024
Refer to next page for full details of the announcement
+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being
quoted on ASX until the restriction ends

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Part 1 - Entity and announcement details
1.1 Name of entity
VISTA GROUP INTERNATIONAL LIMITED.
We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.
1.2 Registered number type
ARBN
Registration number
600417203
1.3 ASX issuer code
VGL
1.4 The announcement is
1.5 Date of this announcement
8/4/2024
New announcement

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Part 2 - Issue details
2.1 The +securities the subject of this notification are:
2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and
which:
has an existing ASX security code ("existing class")
+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being
quoted on ASX until the restriction ends

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to
ASX in an Appendix 3B
Additional +securities in an existing class issued under an +employee incentive scheme
ASX +security code and description
VGLAA : PERFORMANCE RIGHTS
Date the +securities the subject of this notification were issued
8/4/2024
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Provide details of the KMP or +associates being issued +securities.
Name of KMPName of registered holderNumber of +securities
Stuart Dickinson (CEO, Vista Group)Same
183,420
Matthew Cawte (CFO, Vista Group)Same
177,306
Kelvin Preston (General Counsel &
Company Secretary)
Same
89,268
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme
or a summary of the terms
Each Performance Right represents upon vesting an entitlement to be issued an Ordinary Share in the Company subject
to the achievement of certain Group recurring revenue or management EBITDA targets in each year during the three year
term of the 2024 LTI Scheme.
The Performance Rights have a nil exercise price and, provided the Group recurring revenue or management EBITDA
targets are achieved, are due to vest as follows:
¿ 440,328 Performance Rights due to vest on 15 April 2025.
¿ 440,328 Performance Rights due to vest on 15 April 2026.
¿ 440,328 Performance Rights due to vest on 15 April 2027.
Performance Rights that do not vest in 2025 or 2026 are eligible to vest in the following performance period provided the
relevant Group recurring revenue or management EBITDA targets for that performance period is achieved.
Any other information the entity wishes to provide about the +securities the subject of this notification
Yes
Yes

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Issue details
Number of +securities
1,320,984
Additional +securities in an existing class issued under an +employee incentive scheme
ASX +security code and description
VGLAB : SHARE RIGHTS
Date the +securities the subject of this notification were issued
8/4/2024
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Provide details of the KMP or +associates being issued +securities.
Name of KMPName of registered holderNumber of +securities
Kelvin Preston (General Counsel &
Company Secretary)
Same
75,000
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme
or a summary of the terms
Share Rights
Each Share Right represents upon vesting an entitlement to be issued an Ordinary Share in the Company, subject to the
vesting condition that the relevant employee remains an employee of the Company or one of its subsidiaries up to and
including the vesting date. Under the terms of the 2024 Executive Retention Scheme, 100% of the Share Rights (150,000
Share Rights) are due to vest on 15 April 2026.
Any other information the entity wishes to provide about the +securities the subject of this notification
Issue details
Number of +securities
150,000
Yes
Yes

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Part 4 - +Securities on issue
Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of
the entity will comprise:
The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if
other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.
4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
VGL : ORDINARY FULLY PAID FOREIGN EXEMPT NZX236,243,042
4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
VGLAA : PERFORMANCE RIGHTS2,651,637
VGLAB : SHARE RIGHTS2,280,653