Proxy Advisor Presentation

Vista Group International Limited. Page 1
Vista Group International Limited
(NZX/ASX: VGL)
VGL Special Meeting – Governance Briefing October 2024

Vista Group International Limited. Page 2
The Board does not support any of Resolutions 1, 2 and 3 and has recommended
that shareholders vote AGAINST each of them.
1

The Board does not consider the appointment of Amitesh Chand (as a non-executive director), the removal of Susan Peterson
(as independent director/Chair) or of Kirk Senior (as a non-executive director) to be in the best interests of Vista Group or its
shareholders as a whole.
1
Executive Summary ...
1.While the the Board respects that there may be a presumption that a significant shareholder has a right to
Board representation, this cannot be an unqualified expectation.
2.Consistent with feedback received from shareholders holding over 51% of shares, the Board remains
concerned that:
•Strategy misalignment: A change to Vista Group’s plan will likely risk the successful execution of the Cloud/SaaS transition and
sustainable value creation for Vista Group, its customers and its shareholders.
•No case for change: Vista Group is a well performing company and there is no case for change.
•Risk to Boardroom functionality: The Board is concerned to maintain Board cohesion and functionality.
•Conflicted interests: A fiduciary obligation to private equity investors could, at times, conflict with the responsibility that Vista Group
directors have to act in the best interests of the company and its shareholders as a whole.
1.Susan Peterson has abstained from making a recommendation in respect of Resolution 2, and Kirk Senior has abstained from making a recommendation in respect of Resolution 3.

Vista Group International Limited. Page 3
The Board does not support any of Resolutions 1, 2 and 3 and has recommended
that shareholders vote AGAINST each of them.
1

Executive Summary continued..
3.While Mr Chand is clearly a talented executive, his proposed appointment, is not supported by the Board
because:
•his appointment would not address targeted areas in the Board approved skills matrix,
•it is unclear that he could support the Board and shareholder endorsed cloud/SaaS strategy that is in execution phase with customers,
•his nomination is not supported by a significant number of other shareholders who were consulted by the Board, and
•the Board is yet to be satisfied that a Potentia executive appointment would contribute positively to Board deliberations or to a functional
and cohesive Boardroom.
4.The proposed removal of Susan Peterson or Kirk Senior as directors is not supported by the Board
1
because;
•there is no cause for removal given the performance of the company,
•it risks destabilising the company and causing a loss of investor and client confidence and so could damage shareholder value,
•it is unlikely to bring about positive change or maximise long-term shareholder value,
•in Kirk Senior’s case, removal of a recognised global cinema expert would leave the Board short of valuable subject matter expertise, and
•in Susan Peterson’s case she was appointed Chair in 2021 and was only recently re-elected by shareholders at the May 2024 AGM.
5.If the Resolutions were to pass then the overall Board composition in terms of independence would be reduced.
6.The Board remains open to working with Potentia to find a way where the best interests of shareholders as a
whole can be achieved.
1.Susan Peterson has abstained from making a recommendation in respect of Resolution 2, and Kirk Senior has abstained from making a recommendation in respect of Resolution 3.

Vista Group International Limited. Page 4
Potentia has requisitioned a Special Meeting to remove Board Chair
Susan Peterson and global cinema industry expert Kirk Senior and
replace them with Potentia executive Amitesh Chand.
On 30 September 2024, Potentia provided a formal notice requiring the Board to call a Special Meeting of Vista Group shareholders. The Special Meeting has
been convened at the request of Adm etus Capital Limited, a com pany associated with Potentia Capital Management Pty Ltd (Potentia) that holds 19.93% of
the shares in Vista Group International Limited (Vista Group, the Company).
2
Potentia has put forward three Resolutions to be considered at the Special Meeting - namely to remove existing directors, Susan Peterson (Chair) and Kirk
Senior, from the Board, and to appoint a Potentia nominated candidate (Amitesh Chand, a Potentia executive) as director of Vista Group.
Initially, the Resolutions put forward by Potentia provided for the removal of existing directors Susan and Kirk, and the appointment of two Potentia nominated
candidates as directors of Vista Group, namely Amitesh Chand and Peter James.
On 12 October 2024, Mr James notified the Board that he did not wish to proceed with Potentia’s nomination and withdrew his consent to be appointed a
director. Neither the Board or Management met with, or had any substantive interaction with, Mr James before being notified of his withdrawal. The only
contact with Mr James related to him responding to a standard information request from the Com pany Secretary to enable the Notice of M eeting to be
prepared and for his independence to be confirm ed as required by the NZX Listing Rules. The Board understands that Mr James met with a significant
shareholder ahead of his decision to withdraw his candidacy.
On 15 October 2024, Fisher Funds holding 14.4% of Vista Group share signaled an intention to the market that it would vote against all Resolutions.
On 17 October 2024, Potentia consented to the removal of the resolution to appoint Mr James, resulting in the following three Resolutions to be put forward to
shareholders:
1.Resolution 1: Appointment of Amitesh Chand as a Director
2.Resolution 2: Removal of Susan Peterson as a Director
3.Resolution 3: Removal of Kirk Senior as a Director
The Vista Group Board unanimously do not support the nomination of Amitesh Chand as a non-executive director, or the removal of
both Susan Peterson as an independent director or Kirk Senior as a non-executive director.
1

Vista Group International Limited. Page 5
Resolution 1: Appointment of Amitesh Chand as a director
Nomination of Potentia executive (Amitesh Chand) outside established Board
succession process.
While Mr Chand is clearly a talented executive, his proposed appointm ent, is not supported by the Board
because:
•his appointment would not address targeted areas in the Board approved skills matrix,
•it is unclear that he could support the Board and shareholder endorsed cloud/SaaS strategy that is in
execution phase with customers,
•his nom ination is not supported by a significant number of other shareholders who were consulted by the
Board, and
•the Board is yet to be satisfied that a Potentia executive appointment would contribute positively to Board
deliberations or to a functional and cohesive Boardroom.
Given his primary role as an executive of Potentia, a fiduciary obligation to private equity investors could, at times,
conflict with the responsibility that Vista Group directors have to act in the best interests of the com pany and its
shareholders as a whole.
There are alternative ways for Potentia and Mr Chand to contribute to the success of Vista Group and to hold the
Board to account which do not require a Potentia-nominated executive on the Vista Group Board.
For the purposes of the NZX Listing Rules, based on the inform ation provided by Mr Chand, the Board’s view,
which is acknowledged by Mr Chand, is that he would not qualify as an independent director.
The Vista Group Board unanimously does not support the nomination of Amitesh Chand as a
non-executive director.

Vista Group International Limited. Page 6
Resolution 1: Appointment of Amitesh Chand as a director
The Board has well functioning succession process that continues to be
theappropriate pathway to refresh the Board.
The Board’s succession process is designed around
best governance practice ...
We have an established Board succession process to manage the
refreshm ent of the Board, evaluation of independent director candidates
and Chair succession.
The succession process is m anaged by the Chair of the Nominations and
Remuneration Committee.
The Board succession process enables the Board to evaluate the skills,
expertise and experience of a selection of appropriately qualified
independent director candidates against Vista Group’s Board Skills
Matrix, our governance requirements at the relevant time, and to ensure
Vista Group complies with NZX Listing Rule 2.1.1(c) and
recommendation 2.9 of the NZX Corporate 3 Governance Code. These
provide for issuers to have at least two independent directors and an
independent chair.
Directors appointed by the Board are required to stand for re-election by
shareholders at the Group’s first Annual Shareholders’ Meeting that
follows their appointment.
... and has a track record of success and effective
operation.
In evaluating any independent director candidate, and to facilitate stability,
before making any appointment we seek to ensure that any Board appointed
director would also be likely to be supported by Vista Group’s shareholders.
The effective operation of the established Board succession process can be
seen when the Board transitioned to greater independence during 2021, with
the appointm ent of independent director, Susan Peterson, as Chair, and the
Board’s appointment of independent directors, James Miller on 31 August
2021 and Claudia Batten on 1 January 2021.
Earlier this year the Nominations and Remuneration Comm ittee comm enced a
Board succession process, that was necessarily paused on receipt of
Potentia’s Special Meeting requisition.
The search brief is targeting an independent director who could ideally
contribute proven experience growing global SaaS platforms, dem onstrated
film and media industry capability, have been an operator in the
commercialisation of data and be an independent chair succession candidate.
This remains the Board’s desired brief.
Subject to the outcome of the Special Meeting, the invitation remains
open for Potentia, and any other shareholder, to nominate appropriate
independent director candidates for inclusion in this Board succession
process which will resume following the meeting.

Vista Group International Limited. Page 7
Resolution 1: Appointment of Amitesh Chand as a Director
Current Vista Group Board is well balanced and is clear on succession areas
1
Key:
Beyond the current Board capability,
the Board has identified and is
targeting succession around an
independent director who could ideally
contribute demonstrated experience of
•global SaaS platforms,
•film / media industry experience,
•demonstrated commercialisation of
data; and
•be an independent chair succession
candidate.
Target Board Su ccessio n A reas
Skills Asses sment
3 (high ) = Has high capability an d significant
experie nce in the area.
2 (medium) = Has med ium capab ility in the
are a.
1 (lower) = ha s not assessed as an are a o f
str ong ca pability.
Cris
Nicolli
Kirk
Senior
James
Miller
Susan
Peterson
Murray
Holdaway
Claudia
Batten
Capability Overview
Software, Cloud, Online and Operating Platforms
Expertise and experience in th e d eve lopment a nd delivery of so ftware and digital so lutio ns throug h o n-pre mise,
manag ed ser vices, cloud and/or onlin e p latforms
322233
Digital product management and marketing
Expertise and experience in digital product mar keting and mana gement, including an un dersta nding of technolo gy
trends and implicatio ns and the software and technology va lue cha in
321223
Data
Expertise in the collectio n, pro cessing, a nd commercialisation of da ta and marketing applications, includin g the
use of AI and experien ce with da ta pro tection legislation in V ista Grou p's key interna tion al mar kets
221223
Strategy and development
Expertise in corp orate strategy and th e d eve loping early stage bu sine sses, including strategic re views, M&A and
str ate gic par tne rsh ips
333333
Go-to-market in international markets
Deep customer insight and advocacy. G o-to-market e xpe rtise including dire ct sale s, inte rnet sales, n ew markets,
and /or specific customer channe l exper ience in the tech nology, cinema, film, studio or media sectors in Vista
Gr oup's key in ter national markets (North A me rica , South America, E ME A, APA C)
331233
Financial Expertise
Financial expertise with significant p ublic company experience in fin ance, accounting, capital markets, cre dit
markets, banking and investo r r elations.
333222
Listed company
Depth of expertise on listed company b oards, includin g e xpe rience in g ove rnance, complian ce and risk
manag ement an d h ealth a nd safety
323323
People and culture
Remunera tion , retention, wor kforce plannin g, talent, culture and diversity and inclusion
222323
Film Industry
Depth of experie nce in the film industry, including in film exhibition and/or distribution
131131
Sustainability
Deep unde rstand ing of the environmental, social and govern ance consider atio ns in a strategic and oper atio nal
context and the applicable legislative framework, in clud ing the TCFD
113312
Board Tenure in years7103
10 total
(4 as chair)
213
1.Based on the most recent Board skills assessment.

Vista Group International Limited. Page 8
Resolution 1: Appointment of Amitesh Chand as a Director
Potentia offered Board skills matrix is incomplete and contrasts Potentia to individual
directors
Potentia has offered to shareholders a view of a Board skills
matrix and their corporate value that:
•Is not reflective of the actual Vista Group current
Board skills matrix. The current Vista Group Board skills
matrix areas are published in the 2023 Annual Report. Vista
Group Board directors skills assessment is included in the
previous slide.
•Is incomplete. As just one example – to assess Claudia
Batten as lacking strategy when she is a very successful
entrepreneur, sits on other boards such as Air New Zealand
and is the chair of Serko would seem an incorrect
characterisation of her skills.
•Compares a company to individual directors. Makes
no effort to assess their nominated candidate Mr Chand and
what he may bring to the Vista Group Board room, rather
prefers to offer a view of Potentia’s corporate capability.
•Suggests that good independent governance
should not be valued. Does not recognise that
experienced independent directors are an important part of
good governance regardless of their ownership stake in the
company.
Sou rce : Potentia pre sen tation sent to shareho lders 2 1 O ctobe r 2 024
1
2
3
4
1
2
3
4

Vista Group International Limited. Page 9
Resolution 2: Removal of Susan Peterson as a director
Potentia’s proposal to remove the Board chair
The proposed removal of Susan Peterson as a director and chair is not supported by the Board
1
because;
•there is no cause for removal given the performance of the company,
•is unlikely to bring about positive change or maximise long-term shareholder value,
•it risks destabilising the company resulting in a loss of investor and client confidence and so risks damaging shareholder
value,
•she was appointed chair in 2021, which is relevant for tenure consideration purposes, and
•she was only recently re-elected by shareholders at the May 2024 AGM.
Susan Peterson is an experienced and respected director and has led the Board as Vista Group’s Chair since 2021.
Since that date the Board has led a significant period of transformational change. This has included the transition of the
Board to a majority of independent directors with the appointm ent of independent directors, James Miller (who became Chair
of the Audit and Risk Committee) and Claudia Batten, whilst importantly retaining the global film industry expertise of Kirk
Senior as a non-executive director.
The Board appointed Stuart Dickinson as Chief Executive in late 2022 and mandated a business transformation. This initiative
was to align the business to better assist clients to successfully recover from the impacts from the global pandemic and, more
specifically, to expand their own offerings to grow their revenue, reduce their internal operating costs, increase their
adaptability capability to im prove engagem ent with their customers and take advantage of an AI future.
Together with Stuart, the Board also mandated a simplification of the Group’s operating model, the introduction of an
aligned ‘go to market’ approach and a material reduction of the Group’s operating costs.
These changes have increased the speed of execution of the Group’s strategic plan, improved margins, and lifted
operating leverage. The transformation has enabled the Group to successfully balance between transitioning clients from
licensed customised on-premises solutions to the new Vista Cloud SaaS offerings, growing SaaS Revenue, reducing operating
costs, and bringing forward the free cashflow positive guidance to the fourth quarter of 2024.
Vista Group’s shareholders
recently voted on Susan
Peterson’s re-election as a director
at the Annual Meeting of
Shareholders held on 21 May
2024.
Susan’s re-election as a director of
Vista Group was supported by
95.36% of the votes cast at that
meeting.
The directors do not consider
that the removal of Susan
Peterson as Chair of Vista
Group is in the best interests of
Vista Group or its shareholders
as a whole.
1
1.Susan Peterson has abstained from making a recommendation in respect of Resolution 2, and Kirk Senior has abstained from making a recommendation in respect of Resolution 3.

Vista Group International Limited. Page 10
Resolution 2: Removal of Susan Peterson as a director
Vista Group performance of the company since Susan’s appointment as chair
At the Annual Shareholders’ Meeting in May 2024, when Susan stood for re-election, a summary was
provided of Vista Group performance during her tenure as chair.
This included a 49%+ improvement in share price, which translates to a $145 million increase in
market capitalization, over the 12 months to May 2024.
4
Potentia acquired its shareholding the week
following the AGM.
Vista Group announced its Interim Results on August 6, 2024. The Interim Results, released in
August, highlighted a 20% increase in SaaS revenue
5
and a 188% rise in EBITDA.
6
A subsequent market announcement on September 19, 2024 detailed new client signings &
onboardings. From the time of the Interim Results to October 11, 2024, shareholders have
benefited from a 27% increase in share price which is the equivalent of an additional $152
million in market capitalisation.
9
Analysts’ average target price for Vista Group increased from $1.94 per share
7
in January 2024
to $2.81
8
in October 2024.
From December 31, 2023, to October 11, 2024, Vista Group achieved the highest percentage
increase in share price among NZX50 companies. Over the 12 months to October 11, 2024
shareholders have seen a 111% improvement, equating to a NZ$377 million rise in market
capitalisation.
3

3.11 October 2023 – NZX closing share price $1.42. 11 October 2024 NZX closing share price $3.00
4.28 April 2023 – NZX closing share price $1.23. 1 May 2024 – NZX closing share price - $1.84
5.SaaS Revenue is defined in section 1 of the 2024 Interim Report.
6.EBITDA is a non-GAAP measure that is defined as earnings before net finance costs, income tax, depreciation, amortisation, and “other gains & losses” (see section 2.3 of the 2024 Interim Report).
7.Craigs Investment Partners - $2.01, Jarden - $2.00, Macquarie Group - $1.50, Shaw and Partners - $2.20, UBS - $2.00
8.Craigs Investment Partners - $3.37, Jarden - $2.45, Macquarie Group - $2.20, Shaw and Partners - $3.00, UBS - $2.55, Canaccord - $3.29
9.5 August 2024 – NZX closing share price $2.36. 11 October 2024 NZX closing share price $3.00

Vista Group International Limited. Page 11
Resolution 3: Removal of Kirk Senior as a director
Potentia’s proposal to remove the Board’s global cinema industry expert
The proposed removal of Kirk Senior as a director is not supported by the Board
1
because;
•there is no cause for removal given the performance of the company,
•is unlikely to bring about positive change or maximise long-term shareholder value,
•it risks destabilising the company resulting in a loss of investor and client confidence and so risks damaging
shareholder value, and
•the removal of Kirk as a global film industry expert leaves the Board without his rare and valuable skillset.
Kirk Senior is an experienced director with a deep knowledge of the global film industry gained from his experience in
senior executive positions with Village Roadshow Group, including as Global CEO of Village Cinemas.
Vista Group is a vertically integrated film software com pany with an unparalleled global m arket share in the
enterprise cinema market. Kirk is the only director on Vista Group’s Board with direct film industry experience. The
depth of understanding of Vista Group’s clients’ businesses, and the key industry relationships that Kirk has, continue
to be valuable assets that are leveraged by the Board and management.
Prior to Village Cinem as, Kirk was a chartered accountant with Ernst & Young in Australia and the United Kingdom
bringing additional financial acumen and global finance experience to the Vista Group Board.
The Board's view is that if Resolution 3 was successful and Kirk was removed as a director, it would be extremely
challenging for Vista Group to find a suitable replacement with a comparable depth and quality of film industry
experience, understanding and relationships.
At the Annual Meeting of
Shareholders held on 26 May 2022.
Kirk Senior’s re-election as a director
of Vista Group was supported by
97.65% of the votes cast at that
meeting.
The directors do not consider that
the removal of Kirk Senior as a
director of Vista Group is in the
best interests of Vista Group or its
shareholders as a whole.
1
1.Susan Peterson has abstained from making a recommendation in respect of Resolution 2, and Kirk Senior has abstained from making a recommendation in respect of Resolution 3.

Vista Group International Limited. Page 12
Appendix Information

Vista Group International Limited. Page 13
Appendix: Biography's
Susan Peterson and Kirk Senior Bios
Susan Peterson (BCom, LLB, FNZID)
Susan is an experienced business leader with a particular interest in helping com panies to drive growth through technology, innovation and organisational culture. Susan has been a
director on the Vista Group Board since 3 June 2014 and was appointed as Chair on 1 January 2021.
Susan has considerable ASX, NZX and unlisted corporate governance experience driving growth at all stages of their maturity cycle. In addition to her position as Chair of Vista
Group, Susan is also an independent director (and shareholder) of Xero, Mercury and Craigs Investment Partners.
Susan is also an independent director on Arvida. Arvida’s shareholders recently voted to enter a Scheme Implementation Agreement to sell the business to Stonepeak and de-list
from the NZX. This transaction is expected to complete over the coming months at which point Susan will cease to be a director of that company.
Susan has previously served as an independent director of Property for Industry, Trustpower and ASB Bank. During her tenure with Trustpower, the Board demerged Tilt Renewables
and Bay Energy from the company, with both Tilt Renewables and Bay Energy listing on the NZX from dem erger. Susan was also an independent director on the Board of Compac
Sorting and supported the founder to sell the business to European listed company Tomra.
Susan has also served 9 years on the New Zealand Markets Disciplinary Tribunal supporting the maintenance of integrity in New Zealand Capital Markets.
Susan has been a long serving Board m ember of non-profit organisation Global Women and was a finalist in the 2014 Westpac New Zealand Women of Influence Awards.
Kirk Senior (BCom, CA)
Kirk Senior is a non-executive director of Vista Group, a member of Vista Group’s Audit and Risk and Nominations and Remuneration Committees, and was previously Vista Group’s
Executive Chair.
Kirk brings deep international film industry experience gained from 18 years with the Village Roadshow Group and as Vista Group’s Executive Chair. Kirk was formerly Global CEO
(and prior to that, Chief Financial Officer) of Village Cinemas, one of the world’s leading cinema companies. Kirk was also a director of Village Cinemas and many of its subsidiaries
and joint ventures throughout the world.
Prior to Village Cinem as, Kirk was a chartered accountant with Ernst & Young in Australia and the United Kingdom .

Vista Group International Limited. Page 15