Notice of Annual Meeting

Notice of
Annual Meeting
of Shareholders
2024

Items of Business
• Chair’s introduction and address
• CEO’s address
• Resolutions
• General business and shareholder discussion
RESOLUTIONS
To consider, and if thought fit, to pass the following ordinary resolutions:
Resolution 1
That the Board is authorised to fix the fees and expenses of PricewaterhouseCoopers as auditor
for the ensuing year.
Resolution 2
That Susan Peterson be re-elected as a Director of Vista Group.
Resolution 3
That Murray Holdaway be re-elected as a Director of Vista Group.
Resolution 4
That Claudia Batten be re-elected as a Director of Vista Group.
All Resolutions have the unanimous support of the Board.
Further information relating to these Resolutions is set out in the Explanatory Notes
accompanying this Notice of Meeting. Please read and consider the Resolutions together with
the Explanatory Notes.
By order of the Board of Directors.
Susan Peterson
Chair of the Board
Vista Group International Limited
19
th
April 2024
Notice of 2024 Annual Meeting of Shareholders
Dear Shareholders,
Notice is given that the Annual Meeting of Shareholders of Vista Group International
Limited (Vista Group) will be held at Link Market Services’ offices at Level 30, PwC
Tower, 15 Customs Street West, Auckland and online at virtualmeeting.co.nz/vgl24 on
Tuesday, 21 May 2024 commencing at 3:00pm.

Explanatory Notes
RESOLUTION 2, 3 AND 4: RE-
ELECTION OF DIRECTORS
In accordance with NZX Listing Rule 2.7.1,
Susan Peterson, Murray Holdaway and
Claudia Batten all retire by rotation and, each
being eligible, offer themselves for re-election.
The Board (other than Susan Peterson, Murray
Holdaway and Claudia Batten with respect of
their own positions) unanimously recommends
that you vote in favour of the re-election of
Susan Peterson, Murray Holdaway and
Claudia Batten as Directors. The Board
supports their re-election as it considers their
respective experience and skill sets contribute
to the overall mix of functional and strategic
competencies required by Vista Group.
For the purposes of the NZX Listing Rules, in
the Board’s view:
• if Susan Peterson is re-elected as Director,
she will qualify as an Independent Director;
• if Murray Holdaway is re-elected as
Director, he will not qualify as an
Independent Director; and
• if Claudia Batten is re-elected as Director,
she will qualify as an Independent Director.
RESOLUTION 1: APPOINTMENT
OF AUDITORS AND AUDITORS’
REMUNERATION
Pursuant to section 207T of the Companies
Act 1993, PricewaterhouseCoopers is
automatically re-appointed as Vista Group’s
auditors at the Annual Meeting. Shareholders
are being asked to resolve that the Board
be authorised to fix the remuneration of
PricewaterhouseCoopers as Vista Group’s
auditors for the 2024 financial year.

Brief biographical details of each of Susan Peterson,
Murray Holdaway and Claudia Batten are set out below:
SUSAN PETERSON
Susan is an experienced business leader with a particular
interest in helping companies to drive growth through technology,
innovation and organisational culture.
Susan has been a director of Vista Group since 3 June 2014
and was appointed as Chair on 1 January 2021. Susan is an
Independent Director of Xero, Mercury and Arvida Group. She
is also a Board member of Craigs Investment Partners and
Global Women. Susan was previously an Independent Director of
Property for Industry, Trustpower and ASB Bank and has been a
finalist in the Westpac New Zealand Women of Influence Awards.
MURRAY HOLDAWAY
Murray is the co-founder and product visionary of Vista Cinema.
Murray was the CEO of Vista Group from its IPO in 2014 until
2018.
Prior to Vista, Murray was a founder of Madison Systems, a joint
venture partner in Vista Cinema when it was formed in 1996.
Murray has over 20 years’ experience in building innovative
software for the film industry.
CLAUDIA BATTEN
Claudia is a founding member of two highly successful
entrepreneurial ventures. She was a founding member of US
company Massive Inc, a network for advertising in video games,
acquired by Microsoft in 2016, and a co-founder of Victor
& Spoils, the first advertising agency built on crowdsourcing
principles, acquired by Havas Worldwide in 2011.
Claudia has significant public company governance experience,
including as the current Chair of NZX and ASX listed digital travel
company Serko, and an Independent Director of Air New Zealand.
Claudia is a strong supporter of New Zealand start-ups as an
active mentor and adviser. In 2018, Claudia was recognised in the
NZ Hi-Tech Hall of Fame as a ‘Flying Kiwi’.

Important information
Annual Meeting of Shareholders
Shareholders will be able to attend and
participate in the Annual Meeting in person at
Link Market Services’ offices located at Level
30, PwC Tower, 15 Customs Street West,
Auckland, and virtually via an online platform
at virtualmeeting.co.nz/vgl24.
Shareholders attending and participating in
the Annual Meeting in person will be able to
ask questions during the meeting. A proxy
form is enclosed with this Notice of Meeting
which allows you to vote on the resolutions
notified in this Notice of Meeting. Please bring
this form with you to the meeting, as the
barcode will assist with your registration.
Shareholders attending and participating
in the Annual Meeting virtually via the
online platform will be able to vote and
ask questions during the meeting. More
information regarding virtual attendance
at the Annual Meeting (including how to
vote and ask questions virtually during the
meeting) is available in the Virtual Annual
Meeting Online Portal Guide available at
bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf.
Voting And Proxies
Shareholders may vote in person at the
Annual Meeting, cast an online or postal
vote, or appoint a proxy to attend the Annual
Meeting and vote in their place. Shareholders
should also refer to the enclosed voting/proxy
form for further details in relation to voting.
A body corporate which is a Shareholder
may appoint a representative to attend on its
behalf in the same manner as that in which it
could appoint a proxy.
A proxy need not be a Shareholder of Vista
Group. A Shareholder who wishes to do so
may appoint the Chair of the Meeting to act
as proxy.
A proxy will vote as directed in the voting/
proxy form or, if voting is left to the proxy’s
discretion, then the proxy will decide how
to vote on the Resolutions. If the Chair or
another Director is appointed as proxy and
the voting is left to the Director’s discretion,
each Director intends to vote in favour of the
Resolutions.
To cast a postal or online vote, or appoint a
proxy, go online to vote.linkmarketservices.
com/VGL or complete and lodge the enclosed
voting/proxy form with the share registrar,
Link Market Services Limited, in accordance
with the instructions set out on the form. In
either case the online appointment or vote, or
completed form, must be received not later
than 48 hours before the time of the holding
of the meeting (i.e. before 3:00pm (New
Zealand time) on Sunday, 19 May 2024).
Voting Restrictions
No Voting Restrictions (as defined in the NZX
Listing Rules) apply to the Resolutions.
NZX Register Holders
You will need to enter your CSN/Holder
Number and Authorisation Code (FIN) to
securely complete your online vote or proxy
appointment.
ASX Register Holders
You will need to enter your Holder Number
and postcode to securely complete your
online vote or proxy appointment.

If you wish to mail the voting/proxy form then
please send it to our share registrar, Link
Market Services Limited, using the postal
address stated on the form. Alternatively, you
can scan and email the completed voting/
proxy form to meetings@linkmarketservices.
com (please use “Vista Group Proxy” as the
subject of your email). The completed voting/
proxy form must be received by the share
registrar no later than 3:00pm (New Zealand
time) on Sunday, 19 May 2024. Any voting/
proxy form received after that time will not be
valid for the Annual Meeting.
Voting
Voting on all of the Resolutions will be by way
of poll, meaning that each shareholder of
Vista Group has one vote for each ordinary
share in Vista Group held by that shareholder.
Voting entitlements for the meeting will be
determined as at 5:00pm on Friday, 17 May
2024. Registered shareholders at that time
will be the only persons entitled to vote at the
meeting (in person, online or by postal vote
or proxy) and only the shares registered in
those shareholders’ names at that time may
be voted at the Annual Meeting. Vista Group’s
share registrar, Link Market Services Limited,
has been authorised by the Board to receive
and count postal votes at the meeting.
All of the Resolutions are ordinary resolutions
and must be passed by a simple majority of
the votes of those Shareholders entitled to
vote and voting on those Resolutions.
More Information
If you have any questions, or require any
further information, please contact Vista
Group’s General Counsel and Company
Secretary, Kelvin Preston, on +64 9 984 4570.

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

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

---

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













VOTING / PROXY FORM FOR THE 2024 ANNUAL MEETING
The Annual Meeting of Vista Group International Limited (Vista Group) will be held at the offices of Link Market Services, Level 30, PwC Tower,
15 Customs Street West, Auckland and online at www.virtualmeeting.co.nz/vgl24 on Tuesday, 21 May 2024 at 3:00pm (New Zealand time). Vista
Group will hold its 2024 Annual Meeting of Shareholders in person and online. If you attend online, you will require your Holder Number for
verification purposes.
POSTAL VOTE (DIRECT VOTE)
If you do not plan to attend the Annual Meeting, you may vote by postal
vote. Vista Group’s share registrar, Link Market Services Limited, has
been authorised by the Board to receive and count postal votes at the
meeting. Vote by making the appropriate election, either online or on
this form, in respect of each item of business. If you make more than one
election in respect of a resolution your vote will be invalid for that
resolution. If you return your postal vote without indicating on any
resolution how you wish to vote, you will be deemed to have abstained
from voting on that resolution. If you complete the postal vote section
and also appoint a proxy, then your postal vote will be cast and your
proxy appointment will not be counted, but your proxy may still attend
the meeting on your behalf. If this form is returned duly signed by a
shareholder with voting instructions completed but without indicating
that it is a postal vote or proxy has been appointed, it will be deemed to
be a postal vote.
APPOINTMENT OF PROXY
Any shareholder who is entitled to attend and vote at the meeting may
appoint a proxy (or representative in the case of a corporate
shareholder) to attend and vote in their place. A proxy need not be a
shareholder of Vista Group. If you return this form or appoint a proxy
online without directing the proxy how to vote on any particular
resolution, you will be deemed to have given your proxy discretion as to
whether and how to vote on that resolution.
Appointing the Chair of the meeting or a Director as your proxy
The Chair of the meeting or any other Director is willing to act as proxy
for any shareholders who appoints her or him for that purpose. In making
such an appointment you acknowledge that they may exercise your vote
even if they have an interest in the outcome of that Resolution. If the
Chair or a Director is appointed as proxy and the voting is left to her or
his discretion, the Chair or Director intends to vote in favour of the
Resolution.
Voting Restrictions
No Voting Restrictions (as defined in the NZX Listing Rules) apply to the
Resolution.


ATTENDING THE MEETING
The 2024 Annual Meeting will be held in person and online. If you
propose to attend the Annual Meeting in person, please bring this
Admission Card/Proxy Form intact to the meeting, the barcode is
required for registration at the meeting. Shareholders can attend the
online Annual Meeting at
www.virtualmeeting.co.nz/vgl24.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
Where the holding is in one name, the shareholder must sign.
Joint holding
Where the holding is in more than one name, either joint
shareholder (or their duly authorised attorney) may sign.
Power of Attorney
If this Proxy Form has been signed by an attorney, a copy of the
power of attorney under which it was signed must accompany this
Proxy Form.
Company
This Proxy Form must be signed by a duly authorised officer or
attorney. Persons who sign on behalf of a company must be acting
with the company’s express or implied authority.
RETURNING YOUR FORM
Completed Voting/Proxy Forms must be received at the office of
Vista Group’s share registrar, Link Market Services Limited, no later
than 3:00pm (NZ time) on Sunday, 19 May 2024. Any Voting/Proxy
Form received after that time will not be valid for the Annual
Meeting.
ONLINE PROXY AND POSTAL VOTING (DIRECT VOTE)
To cast an online postal vote or appoint a proxy online please go to
vote.linkmarketservices.com/VGL
Holders on the New Zealand Register will require their CSN/Holder
Number and FIN to vote online.
Holders on the Australian Register will require their Holder
Number and postcode to vote online.
Online proxy appointments or online postal votes (direct votes) must
be lodged no later than 3:00pm (NZ time) on Sunday, 19 May 2024.
Online
vote.linkmarketservices.com/VGL
Scan & Email
meetings@linkmarketservices.com

Deliver in person Fax
Link Market Services Limited
Level 30, PwC Tower,
15 Customs Street West
Auckland 1010
Mail
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand
General enquiries
+64 9 375 5998
vista@linkmarketservices.co.nz

SCAN THIS QR CODE WITH YOUR SMARTPHONE AND VOTE ONLINE






Holder Number:

VOTING / PROXY FORM
STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
POSTAL VOTING
I wish to vote by postal vote (please tick the box).
My voting intention is indicated in the resolution section below.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Vista Group International Limited
hereby appoint of
name email address
or failing him/her of
name email address
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have
been given, the proxy will vote as he/she sees fit, subject to any applicable restrictions in the NZX Listing Rules and the ASX Listing Rules) at the
Annual Meeting of Vista Group International Limited to be held at the offices of Link Market Services, Level 30, PwC Tower, 15 Customs Street
West, Auckland and online at www.virtualmeeting.co.nz/vgl24 on Tuesday, 21 May 2024 at 3:00pm (New Zealand time) and at any adjournment
of that meeting. If you wish, you may appoint as your proxy ‘The Chair of the Meeting’ or any other Director.


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

Tick () in box to vote
ORDINARY RESOLUTION
For

Against

Proxy
Discretion

Abstain
Resolution 1 That the Board is authorised to fix the fees and
expenses of PricewaterhouseCoopers as auditor
for the ensuing year.





Resolution 2 That Susan Peterson be re-elected as a Director of
Vista Group.



Resolution 3 That Murray Holdaway be re-elected as a Director
of Vista Group.



Resolution 4 That Claudia Batten be re-elected as a Director of
Vista Group.




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



Contact Name ___Daytime Telephone __________Date ___

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


Holder Number: