VGL – Capital Change Notice

Vista Group International Limited
Capital Change Notice

This notice is given under the NZX Listing Rules 3.13.1 and 3.15.2 and relates to the exercise of
performance rights and share rights under the 2021 Long Term Incentive Scheme (2021 LTI
Scheme), the 2022 Long Term Incentive Scheme (2022 LTI Scheme), the 2023 Long Term
Incentive Scheme (2023 LTI Scheme), the 2022 Executive Retention Scheme (2022 Exec
Scheme), the 2023 CEO Retention Scheme (2023 CEO Scheme) and the 2023 Senior
Management Retention Scheme (2023 SM Scheme) pursuant to which participants were granted
performance rights and/or share rights which entitle them to receive fully paid ordinary shares in
Vista Group International Limited subject to satisfaction of certain vesting conditions.
For the purposes of NZX Listing Rule 3.15.2, after the exercise of the performance rights and
share rights detailed in this notice:
(a) 15,049 Performance Rights under the 2021 LTI Scheme, 41,835 Performance Rights
under the 2022 LTI Scheme, and 115,946 Performance Rights under the 2023 LTI
Scheme will not be exercised and will lapse as a result of the vesting conditions not
having been met;
(b) 15,049 Share Rights under the 2021 LTI Scheme, 38,986 Share Rights under the 2022
LTI Scheme, 110,260 Share Rights under the 2023 LTI Scheme, and 50,000 Share Rights
under the 2023 SM Scheme, will not be exercised and will lapse as a result of the vesting
conditions not having been met;
(c) Zero Performance Rights under the 2021 LTI Scheme, 197,282 Performance Rights
under the 2022 LTI Scheme, and 525,912 Performance Rights under the 2023 LTI
Scheme, of the same Class will remain to be Converted; and
(d) Zero Share Rights under the 2021 LTI Scheme, 155,015 Share Rights under the 2022 LTI
Scheme, 462,812 Share Rights under the 2023 LTI Scheme, 200,000 Share Rights under
the 2022 Exec Scheme, 100,000 Share Rights under the 2023 CEO Scheme, and zero
share rights under the 2023 SM Scheme, of the same Class will remain to be Converted.
Section 1: Issuer information
Name of issuer Vista Group International Limited (VGL)
NZX ticker code VGL
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX
website)
NZVGLE0003S1
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 1,433,160 VGL ordinary shares
Nominal value (if any) N/A
Issue/acquisition/redemption price per
security
Nil
Nature of the payment (for example,
cash or other consideration)
Upon the vesting of each performance right or share
right under the 2021 LTI Scheme, the 2022 LTI
Scheme, the 2023 LTI Scheme, the 2022 Exec
Scheme, the 2023 CEO Scheme and/or the 2023 SM
Scheme, the holder is entitled to one VGL ordinary
share for no cash payment.

Amount paid up (if not in full) Fully paid ordinary shares
Percentage of total class of Financial
Products issued/acquired/redeemed/
(calculated on the number of Financial
Products of the Class, excluding any
Treasury Stock, in existence)
0.60664644%
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)
Not applicable
Reason for issue/acquisition/redemption
and specific authority for
issue/acquisition/redemption/ (the
reason for change must be identified
here)
Exercise of:
• 130,809 Performance Rights and 130,809 Share
Rights under the 2021 LTI Scheme;
• 120,351 Performance Rights and 165,467 Share
Rights under the 2022 LTI Scheme;
• 183,469 Performance Rights and 252,255 Share
Rights under the 2023 LTI Scheme;
• 100,000 Share Rights under the 2022 Exec
Scheme;
• 100,000 Share Rights under the 2023 CEO
Scheme;
• 250,000 Share Rights under the 2023 SM
Scheme,
(see details above) authorised by Directors’ resolution
dated 11 April 2024.
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.
237,676,202
No Treasury Stock held
In the case of an acquisition of shares,
whether those shares are to be held as
treasury stock
N/A
Specific authority for the issue,
acquisition, or redemption, including a
reference to the rule pursuant to which
the issue, acquisition, or redemption is
made
Directors’ resolution dated 11 April 2024 pursuant to
NZX Listing Rule 4.6.1 and 4.9.1(b).
Terms or details of the issue,
acquisition, or redemption (for example:
restrictions, escrow arrangements)
The shares issued are quoted ordinary shares
ranking equally with the existing VGL ordinary shares
on issue.
Date of issue/acquisition/redemption 15 April 2024

Section 3: Authority for this announcement and contact person
Name of person

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

15 April 2024

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Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
1 / 7
Announcement Summary
Entity name
VISTA GROUP INTERNATIONAL LIMITED.
Announcement Type
New announcement
Date of this announcement
Monday April 15, 2024
The +securities to be quoted are:
Total number of +securities to be quoted
ASX +security
codeSecurity description
Number of +securities to
be quotedIssue date
VGLORDINARY FULLY PAID FOREIGN EXEMPT
NZX
1,433,16015/04/2024
Refer to next page for full details of the announcement
+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities being
converted

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
2 / 7
Part 1 - Entity and announcement details
1.1 Name of entity
VISTA GROUP INTERNATIONAL LIMITED.
We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix
2A of the ASX Listing Rules.
1.2 Registered number type
ARBN
Registration number
600417203
1.3 ASX issuer code
VGL
1.4 The announcement is
1.5 Date of this announcement
15/4/2024
New announcement

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
3 / 7
Part 2 - Type of Issue
2.1 The +securities to be quoted are:
2.2 The +class of +securities to be quoted is:
Additional +securities in a class that is already quoted on ASX ("existing class")
+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities being
converted

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
4 / 7
Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an
Appendix 3B
Existing +securities converting into additional +securities in an existing class
FROM (Existing Class)
ASX +security code and description
VGLAA : PERFORMANCE RIGHTS
TO (Existing Class)
ASX +security code and description
VGL : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Please state the number of options
that were exercised or other
+convertible securities that were
converted
434,629
The first date the options were
exercised or other +convertible
securities were converted

The last date the options were
exercised or other +convertible
securities were converted
15/4/2024
Is this all of the options or other +convertible securities on issue of that type (ie have all of those options now been
exercised or have all of those convertible securities now been converted)?
The right of the holder of the options or other +convertible securities to receive the +underlying securities is being
satisfied by:
The underlying +securities being received by the holder are:
Were the options being exercised or other +convertible securities being converted issued under an +employee
incentive scheme?
Are any of the options being exercised or other +convertible securities being converted held by +key management
personnel (KMP) or an +associate?
Provide details of the KMP or +associates who are exercising options or converting convertible securities
Name of KMPName of registered holder
Number of options being exercised
or other +convertible securities
being converted
Stuart Dickinson (CEO)Same
26,051
Matthew Cawte (CFO)Same
66,676
Kelvin Preston (General Counsel &
Company Secretary)
Same
32,872
Issue date
15/4/2024
Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes
Yes
Yes
Intended to be, but are not yet, quoted by ASX
An issue of new +securities
No

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
5 / 7
Issue details
Number of +securities to be quoted
434,629
Are the +securities being issued for a cash consideration?
Please describe the consideration being provided for the +securities
Upon the vesting of each share right under the schemes, the holder is entitled to one VGL ordinary share for no cash
consideration.
Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the
+securities to be quoted
0.000000
Any other information the entity wishes to provide about the +securities to be quoted
Existing +securities converting into additional +securities in an existing class
FROM (Existing Class)
ASX +security code and description
VGLAB : SHARE RIGHTS
TO (Existing Class)
ASX +security code and description
VGL : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Please state the number of options
that were exercised or other
+convertible securities that were
converted
998,531
The first date the options were
exercised or other +convertible
securities were converted

The last date the options were
exercised or other +convertible
securities were converted
15/4/2024
Is this all of the options or other +convertible securities on issue of that type (ie have all of those options now been
exercised or have all of those convertible securities now been converted)?
The right of the holder of the options or other +convertible securities to receive the +underlying securities is being
satisfied by:
The underlying +securities being received by the holder are:
Were the options being exercised or other +convertible securities being converted issued under an +employee
incentive scheme?
Are any of the options being exercised or other +convertible securities being converted held by +key management
personnel (KMP) or an +associate?
Provide details of the KMP or +associates who are exercising options or converting convertible securities
Name of KMPName of registered holder
Number of options being exercised
or other +convertible securities
being converted
Yes
Yes
Intended to be, but are not yet, quoted by ASX
An issue of new +securities
No
No

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
6 / 7
Stuart Dickinson (CEO)Same
135,820
Matthew Cawte (CFO)Same
133,741
Kelvin Preston (General Counsel &
Company Secretary)
Same
91,109
Issue date
15/4/2024
Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued
+securities in that class?
Issue details
Number of +securities to be quoted
998,531
Are the +securities being issued for a cash consideration?
Please describe the consideration being provided for the +securities
Upon the vesting of each performance right under the schemes, the holder is entitled to one VGL ordinary share for no
cash consideration.
Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the
+securities to be quoted
0.000000
Any other information the entity wishes to provide about the +securities to be quoted
No
Yes

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
7 / 7
Part 4 - Issued capital following quotation
Following the quotation of the +securities the subject of this application, the issued capital of the entity will
comprise:
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 quoted on ASX following the +quotation of the
+securities subject of this application)
ASX +security code and description
Total number of
+securities on issue
VGL : ORDINARY FULLY PAID FOREIGN EXEMPT NZX237,676,202
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 RIGHTS2,217,008
VGLAB : SHARE RIGHTS1,282,122