Vista Group lifts long-term margin, hits record revenue

Annual Report
Vista Group
2024

This report is dated 27 February 2025 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, ARC
Contents
Highlights 4
From our Chair 7
From our CEO 9
Client feedback 11
2024 at a glance 12
The industry our solutions support 14
Vista Group overview 18
2025 key focus areas 20
The Vista Cloud Journey 22
Group trading overview 24
Our sustainability approach 28
Remuneration report 38
Corporate governance 52
Financial statements 80
Directory 129
Glossary of terms 130

Highlights
$150.0m
Total Revenue
5%
$150.0m
$143.0m
2024
2023
2022
$135.1m
$134.6m
Recurring Revenue
2024
2023
2022
9%
$134.6m
$124.0m
$112.3m
$55.7m
SaaS Revenue
2024
2023
2022
21%
$55.7m
$4 5.9m
$38.4m
$145.6m
ARR
2024
2023
2022
15%
$145.6m
$126.3m
$118.0m
$21.6m
EBITDA
2024
2023
2022
62%
$21.6m
$13.3m
$10.6m
$16.8m
Operating Cashflow
2024
2023
2022
87%
$16.8m
$9.0m
$12.4m
$1.8m
Net Profit Before Tax
2024
2023
2022
110%
-$ 1 7. 5 m
-$22.5m
$1.8m
4Highlights • 5

From our Chair
Accelerating Vista Group’s performance
Our commitment to helping more clients be
successful sits at the heart of everything that we
do. This year our team has supported a growing
number of clients to successfully transition to
cloud-based offerings and enabled greater value
to be realised by them and their customers.
We remain relentlessly focused on continuous
improvement where we generated an all-time
record revenue, and accelerated operating
performance. Our results demonstrate the
output of this focus and also our team’s ability to
effectively execute on our strategy, with EBITDA
of $21.6m and net profit before tax of $1.8m being
up 62% and 110%, respectively.
Our team’s focus on lifting the operational
efficiency of our business has resulted in an
EBITDA margin of 14.4% (or 15.5% excluding
foreign currency losses), which has exceeded our
first half market guidance. In parallel, we have
focused on growing our recurring revenue, which
is up 9% on 2023. The impact of these strategies
has seen Vista Group delivering positive free cash
flow for the second half of 2024.
The execution of our cloud strategy is now making
Vista Group’s outlook more predictable. This
growing confidence has been reflected in a share
price appreciation of 88% in the 2024 calendar
year, the third highest for NZX50 companies.
Delivering value for all shareholders
Best practice corporate governance remains a
priority for Vista Group. The Board is steadfastly
committed to acting in the best interests of all
shareholders.
The Board has focused on ensuring market
transparency at a time of significant change
in the shareholder register. I am proud of the
Board's efforts to both support Stuart and the
management team to remain focused on executing
on the strategy while also doing what was required
to preserve the best interests of shareholders as a
whole during this time.
With positive free cash flow now achieved,
we refreshed Vista Group’s dividend policy in
September 2024. While we will always seek
investment opportunities that exceed the cost
of capital, our plan is to return excess cash to
investors via dividends in the short to medium-
term. A copy of our dividend policy is available on
our investor website.
While necessarily paused in the second half
of 2024, the Board has recommenced director
succession processes to ensure that Vista Group
continues to have the necessary governance
capability and experience to support the
successful execution of the strategy.
The Board aspires to market best practice in
reward and recognition structures and continuous
improvement in our associated disclosures.
Further changes have been made in our executive
compensation structures during 2024 in response
to market feedback and also to provide greater
transparency around how reward and recognition
at Vista Group is linked to performance. More
details on these new structures are available in the
Remuneration Report (see page 38).
Looking ahead
Vista Group remains in a significant growth phase
as we transition to the cloud and find more ways
to support our clients to thrive. Our aspiration
remains to create a world class global SaaS
company connecting more clients to software and
platform solutions that generate the greatest value
for them.
On behalf of the Board, I want to thank all of
our team for their hard work and enduring
commitment to the success of our clients and
Vista Group throughout the year. We can be proud
of what we have achieved together. I would also
like to personally thank you, our shareholders, for
your continued support and we look forward to
delivering more value to you in the year ahead.
Ngā mihi nui.
Susan Peterson
Chair
—
"Vista Group has had a strong
year of performance in all
areas, resulting in strengthened
financial results and a significant
uplift in shareholder value.
It is our great pleasure to share
these annual results with you."
From our Chair and CEO • 76

From our CEO
Our performance
This year has been marked by a strong
financial performance, and significant other
achievements, that I am delighted to share
with you:
• Free cash flow positive: We aimed to be free
cash flow positive in the fourth quarter, and
we exceeded expectations by achieving this
for the entire second half of the year.
• Improved operating leverage: We guided to
increase EBITDA margins to between 13-14%,
and we surpassed this target with an improved
15.5% (excluding foreign exchange losses).
• Client growth and onboarding: We committed
to signing new clients and onboarding them
to Vista Cloud. We achieved significant
momentum with 17 clients signed during the
year and almost 700 sites now using our digital
cloud solutions.
• Software delivery: We assured our clients
of a consolidated and consistent software
roadmap. We delivered on this promise with
over 45 new features released throughout
the year.
Our strategy in action
In late 2023, we set strategic objectives to
transform Vista Group into a full vertical SaaS
company over the next 24 months. These
objectives enhance our clients’ business
sustainability through improved digital guest
experiences and lower-cost operations. We are
focused on connecting our solutions and growing
Vista Cloud adoption.
We are transforming our solutions, capabilities,
and business to drive performance and growth,
centered on Our Clients, Our Solutions, and
Our People.
Our Clients: Enabling our clients to thrive
Accelerating our Vista Cloud onboarding process
has been a key focus, and we have made
significant progress, transitioning large cinema
chains like Major Cineplex, Cinépolis Spain,
Everyman, and Pathé.
Recent signings have bolstered momentum, with
many existing clients advancing their Vista Cloud
journey. In 2024, we welcomed new clients, Cine
Colombia, Cinema West and Silky Otter.
It's gratifying to see many clients benefiting
from our cloud capabilities, with 683 sites live
on our digital solutions, including 358 sites fully
transitioned to Operational Excellence. This has
led to an uplift in our recurring SaaS revenues as
clients engage with our complete SaaS offering.
Adding new clients and doing more for existing
ones is key to our strategy.
Our success is increasingly aligned with our
clients, as a portion of Vista Cloud’s revenue
streams are variable, based on platform revenue
or a transactional equivalent. This alignment
guides our software innovation and sets us up
for the future as our clients grow their revenue
streams by focusing on moviegoer attendance
and experiences.
Our Solutions: Deliver remarkable cloud
solutions
Vista Group’s vision is to place our solutions at
the heart of a connected film industry, enabling
exceptional cinematic experiences, and driving
continuous innovation through the delivery of
outstanding software.
We introduced several exciting innovations,
including Oneview’s AI-powered daily podcast
feature, Lumos Order table delivery, and Living
Ticket self-service refunds.
—
"Vista Group has had another
strong year, highlighting our
commitment to robust financial
performance, the ongoing
development of a world-class
offering, and the growth of both
the business and its people."
From our Chair and CEO • 98

These advancements enhance digital
experiences while reducing service costs.
Clients are diversifying into location-based
entertainment and cinema-adjacent offerings.
We support this with enhanced Vista Cloud
capabilities in food & beverage, loyalty, and
integrations. Our commitment to cyber security
and compliance saw us achieve SOC 2 Type
1 certification for Vista Cloud, with Type 2
certification well underway.
Our People: Stronger together
In accordance with our reimagined operating
model, we transitioned from multiple operating
companies and regions to global structures
focused on our clients and solutions.
We launched shared standards to align with
our strategy, fostering a sense of belonging,
inspiring great work, and celebrating success.
This journey unites the tools and processes that
empower our people to deliver exceptional client
experiences globally. The passion and energy
from the team are truly inspiring, and I am
grateful for their dedication and hard work.
Additionally, we are excited to share the
progress in our 2023 Group Climate Statement,
with our 2024 report set to be released in
April 2025.
Our sustainable future and long-term
aspirations
This year, we focused on returning Vista
Group to the growth orientation that marked
our business when we first listed on the stock
exchanges in 2014. Our results reflect this focus
and our key strengths:
• Strong and enduring client relationships
• Robust annuity revenue and accelerating cloud
solutions
• A leading global position in the film industry
• A passionate and focused team.
Looking ahead
Our goal is to build a world-class global SaaS
company, increasing our relevance to our
clients by providing more solutions to their most
pressing needs, while leveraging our strengths
to increase our total addressable market
and sustain growth beyond the Vista Cloud
transition. Our immediate focus on Vista Cloud
growth through client success and onboarding
remains as we continue to increase our business
performance and velocity.
I am pleased to also provide the following
guidance and aspirations moving forward, which
will underpin our strategy of driving quality
recurring revenue streams, reliable ARR, and
continued free cash flows required to deliver on
our refreshed dividend policy:
• 2025 total revenue guidance of $167m-$173m,
Recurring Revenue of $152m-$158m and
Non-Recurring Revenue of about $15m
• 2025 EBITDA margin of 16-18% maintained,
with long-term EBITDA margin aspiration
upgraded to 33-37% (was 25-30%+).
I am excited about the incredible journey ahead.
A heartfelt thank you to our amazing people,
loyal clients, and dedicated shareholders for
their unwavering trust in Vista Group.
Ngā mihi nui.
Stuart Dickinson
CEO
“We see the transition to Vista Cloud as a no brainer.”
“Movio has been a phenomenal email marketing
engine... I have not seen a better email marketing tool
specific to the cinema industry.”
“I think many chains have been hesitant because of the
cost. But if you consider the whole package of what
you’re getting with Vista Cloud and the simplicity it
adds, it’s worth it to us.”
“Vista doing the Cloud means they can do what they
do best and my team can do what they do best.”
“Our new cinema sites that we just deployed over the
last couple of weeks have been phenomenally easier
to not have to deal with a server.”
“We had a great journey getting to know Vista. There
have been a lot of benefits from moving to them.”
Shared anonymously in Forsyth Barr’s December 2024 investor report
From our CEO (cont.)Client feedback
10Client feedback • 11

Recognition
Employer of the Year – Best of the Best Winner
2 Degrees Auckland Business Awards
Top 100 Graduate Employers – 1st in Technology, 3rd overall
Prosple New Zealand's Top 100 Graduate Employers, based on both the popularity and
quality of each program
Top Women in Global Cinema
– Tess Manchester, Global Head of Platform and Client Support
Celluloid Junkie
Flying Kiwi
– Murray Holdaway, Vista Group Co-founder
NZ Hi-Tech Awards
Good Design Award, Digital Design – Flicks
Good Design Awards
Gold Honor for Creative Use of Technology – Powster
The Shorty Awards
10 Years on the NZX and ASX Exchanges
2024 at a glance
FCF+
Achieved for the full second half of 2024
17
Vista Cloud contracts signed during the year
8%
Sites using Operational Excellence
2
15%
Sites using digital Cloud solutions
2
41%
Sites using Data Empowerment
2
46%
Cinema market share
3
US$2.8b
Annualised GTV of clients on the Vista Cloud platform
1
$8.8b / $30.0b
2024 domestic / worldwide box office in USD
4
45+
New features shipped to Vista and Movio clients
100M+
Moviegoers in Movio's global database
100%
UK Box Office data coverage for Numero achieved
1 Management’s estimate of the annualised GTV of Vista Cloud clients in December 2024 using data from Vista Group’s Horizon data warehouse solution.
2 Site numbers at 31 December 2024.
3 Management’s estimate of the Cinema segment percentage of the world market for Cinema Exhibition Companies with 20+ screens,
excluding China and India.
4 Source: Gower Street Analytics.
2024 at a glance • 1312

The industry our solutions support
Box office trends
The cinema industry in 2024 showcased
remarkable resilience. The year commenced with
the residual impact of the actors’ and writers’
strikes but ended on a high note, with the second
half significantly outperforming 2023 and several
new global box office records, including:
• Inside Out 2: all-time highest-grossing
animated movie domestically,
internationally and worldwide
• Deadpool & Wolverine: all-time highest-
grossing R-rated movie domestically,
internationally and worldwide
• Wicked Part 1: all-time highest-grossing
Broadway adaption film domestically,
internationally and worldwide
• Thanksgiving: all-time highest-grossing
3-day and 5-day weekends domestically
• Moana 2: record opening for a Disney
animation movie domestically and
internationally.
A key difference between 2023 and 2024 was
the resurgence of franchises over original feature
film content. In 2023, the top 3 grossing movies
internationally were original titles, namely
Barbie (US$1.4b), The Super Mario Bros. Movie
(US$1.4b), and Oppenheimer (US$1.0b). In
2024, the top 3 titles were sequels: Inside Out 2
(US$1.7b), Deadpool & Wolverine (US$1.3b),
and Moana 2 (US$1.0b).
While there were plenty of strong box office
moments throughout the year, according to
Gower Street Analytics, the 2024 global box
office was US$30.0b, 7% behind 2023. As has
been the case over the past five years, key
drivers included fewer wide release movies
as well as a lack of genre diversity. A major
contributor to 2024’s slate shortfall was strikes
by US actors and writers. Addressing this
presents a potential opportunity for improved
moviegoer frequency and box office.
Some exhibitors have responded to leaner
slates by moving into or significantly expanding
theatrical distribution activities, including AMC
Theatres (USA), Vue Cinemas (UK and Ireland)
and Cineplex (Canada). Many are focussing on
alternate content, foreign and other specialised
titles to supplement the shortfall in standard
studio fare.
Scaling to blockbuster moments
Exhibitors are seeking robust, multichannel
transactional options that can scale to
blockbuster moments and prevent lost patronage
when moviegoers cannot readily buy tickets.
During 2024’s record-breaking Thanksgiving
weekend featuring Moana 2, Wicked Part 1
and Gladiator 2, Vista Group's ability to scale
meant that we supported our clients seamlessly
throughout, while other solution providers
experienced outages. Vista Cloud’s resilience
is a testament to our commitment to providing
scalable and reliable cloud solutions.
Accurate admissions forecasting is also crucial
to serve peak visitation across all touchpoints.
Vista’s Film Manager assists film programmers
in scheduling for upcoming films, with features
that improve operational efficiency by making
it easier for exhibitors to plan for major
blockbusters, while maximising opportunities to
sell tickets.
New offerings and opportunities
There has been an increase in diversification
among exhibitors, with expanded offerings
that extend beyond premium seats, screen and
sound to also include dining and entertainment
options for guests. Over the past decade, many
exhibitors have invested heavily in their facilities
as they seek to grow attendance and increase
spend per head with additional opportunities.
In addition, the industry’s marketing has
effectively promoted that cinemas are the ideal
place to watch movies.
These initiatives have caused an ‘eventisation’
of cinemagoing. Using normalised moviegoer
data for the United States as an example,
Movio Research demonstrates less spontaneous
visitation between 2024 and the average of
2017-19:
• a greater percentage of tickets purchased
before a movie is released (9% versus 4%)
• more online ticket purchases compared to
walk-up purchases in-cinema (67% versus 27%)
• a greater preference for large screen formats
(9% versus 5%)
• more group sizes of 3+ (28% versus 25%).
There is a need for frictionless solutions that
maximise spend per head. Vista Group’s
solutions are designed to meet the evolving
needs of the cinema industry, and we are
innovating at pace, deploying time and money
saving features to our clients and providing
flexibility through extensibility.
14The industry our solutions support • 15

1 Omdia Cinema Landscape Tracker – June 2024. 2 Worldwide box office, Box Office Mojo
The industry our solutions support
(cont.)
Delivering exceptional experiences
To counter box office dips, exhibitors are seeking
to encourage incremental visitation and spend
through nimble and site-specific programming,
loyalty and subscription programs, and 1:1
personalised marketing at scale. Many are
exploring smart pricing, altering the per-visit
value proposition (including through discount
days, loyalty offers and subscription programs)
to grow aggregate annual revenue across all
streams.
In addition, most exhibitors are looking to
streamline their cost to serve, including
through intuitive and guest-friendly self-service
channels, improving labour productivity,
inventory management and property costs.
Striking the appropriate balance between
all these initiatives has seen an increasing
number of exhibitors look to solicit direct guest
feedback to augment more passive moviegoer
transactional, demographic and behavioural
data captured by their enterprise systems.
Vista Group’s technology plays a critical role in
supporting exhibitors’ business needs, including
an increased reliance on practical, business-
oriented AI initiatives. Our solutions are built to
drive incremental returns and boost moviegoer
retention and spend through personalised
marketing opportunities.
Looking ahead
Strong box office performance boosts our
clients’ confidence to invest in new technologies
and experiences for moviegoers. This supports
our ambition to drive transaction-based revenue
across full-service dining and movie experiences.
The 2025 calendar year looks almost certain to
follow 2024’s franchise trend with a full slate
of Marvel movies, as well as sequels, reboots,
or extensions to Mission: Impossible, Jurassic
World, Avatar, Wicked, Superman, How to Train
Your Dragon, Zootopia, and John Wick.
January 2025 ended 10% up on January 2024
1

and expert forecasts from the likes of Gower
Street, The Numbers, and Deadline are all
predicting increased domestic box office revenue
this year.
The positive news continues in 2026, with
multiple titles predicted to hit the billion-dollar
mark, including sequels to Avengers, Super
Mario Bros, Star Wars, Shrek, and Moana.
Vista Group remains focused on creating
solutions that address clients’ challenges, which
is embodied in our consultative, client-led
roadmap. We continue to hit large milestones,
directly linking our performance to industry
success and increasing our recurring revenue
percentage.
Technology will play a critical role in cinemas’
next phase, helping exhibitors deliver
exceptional entertainment experiences to
moviegoers.
Inside Out 2
Released: June 2024
Box office: US$1.7b
2

Deadpool & Wolverine
Released: July 2024
Box office: US$1.3b
2

Moana 2
Released: November 2024
Box office: US$1.0b
2

Despicable Me 4
Released: July 2024
Box office: US$1.0b
2

1
34
2
16The industry our solutions support • 17

Vista Group overview
This purpose drives our team, fuelling our
commitment to innovation and delivering
significant value to the industry. Our unified,
client-centred business model brings together
our solutions to provide an integrated and
innovative range of technology solutions across
the industry. We have accelerated momentum
throughout 2024, continuing to strengthen
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
Our solutions sit at the
heart of a connected
film industry and enable
exceptional cinematic
experiences.
Our connected ecosystem supports the entire industry value chain
18Vista Group overview • 19

2025 key focus areas
Our goal is to build a world-class global
SaaS company, leveraging our strengths
to expand our total addressable market
and sustain growth beyond the Vista
Cloud transition. Our immediate focus
on growing Vista Cloud adoption through
client success and onboarding remains,
as we continue to accelerate and
improve our business performance.
Driven by our overarching purpose, our key
strategies orient us to progress the Vista Group
ecosystem that connects the industry and
powers the moviegoer experience. By bringing
our people together and focusing on client
success and innovation, our strategies will
deliver tangible benefits for the industry and
transform the cinema experience.
These objectives enhance our clients’ business
sustainability through improved digital guest
experiences and lower-cost operations. We are
transforming our solutions, capabilities, and
business to drive performance and growth,
centered on Our Clients, Our Solutions,
and Our People.
OUR PEOPLE
OUR CLIENTS
OUR SOLUTIONS
Stronger together
Our focus is providing exceptional service with clients at the heart of
everything we do. We are committed to continuously enhancing our client
experiences and their adoption of our innovation, strengthening our client
relationships, and contributing to the overall success of the industry.
Enable our clients to thrive
Our focus is on continuing to design and deliver remarkable solutions that
our clients value, with an emphasis on security, scalability, and innovation
that boosts our clients’ operational efficiency and enhances moviegoer
experiences.
Deliver remarkable cloud solutions
We are dedicated to fostering a vibrant and unified culture that enables
our people to thrive. We are focused on initiatives to evolve our employee
experience, enhance engagement and performance, and promote learning
and growth.
2025 key focus areas • 2120

The
Vista
Cloud
Journey
The exemplary environment
and service that powers
Vista Cloud, underpinning
all capabilities.
Ensure cinemas can serve
their guests and operate
their theatres as efficiently
and effectively as possible.
“I love how lightweight it is. Not
having to worry about servers and
maintenance; it’s a luxury.”
Jeremy Curtis, Executive Officer
– Customer Experience & Technology,
Neighborhood Cinema Group
—
Understand how cinemas
are performing, why, and
bespoke recommendations
to seize every opportunity.
“The beauty of Oneview is how easily I
can look at all our operational data.”
Ben Huxtable, CEO, Wallis Cinemas
—
Scale to blockbuster moments
and deliver amazing user
experiences regardless of who
builds the sales channels.
Drive incremental returns and
boost moviegoer retention and
spend with tailored interfaces,
communications, and offers.
“What used to take 5, 6, 7 hours
every week, I can now do in half an
hour.”
Nick Scott, Head of Content and
Programming, United Cinemas
—
Core
Confidence
Data
Empowerment
Digital
Enablement
Moviegoer
Engagement
Operational
Excellence
Lumos for FatCats Entertainment
—
22The Vista Cloud Journey • 23

Group trading overview
Vista Group continues to be the global leader in delivering
software and data analytics solutions to the film industry.
$150.0m 5%
Total Revenue
$134.6m 9%
Recurring Revenue
$55.7m 21%
SaaS Revenue
$145.6m 15%
ARR
$21.6m 62%
EDITDA
$1.8m 110%
Net Profit Before Tax
$16.8m 87%
Operating CashflowFree Cash Flow
Positive for 2H24
Group results
Vista Group had a strong trading performance
in 2024, demonstrating continued momentum,
delivering all-time record revenue, positive
free cash flow over the second half of 2024,
positive profit before tax, an acceleration
in clients transitioning to its cloud solutions,
and an increase in its long-term EBITDA
margin aspirations.
Vista Group's 2024 revenue of $150.0m was
up 5% on 2023, with recurring revenue of
$134.6m up 9% and SaaS revenue of $55.7m
up 21%. ARR closed at $145.6m up 15% on 2023.
Non-recurring revenue, primarily from new
on-premise licences and hardware sales, was
down 19% to $15.4m.
EBITDA of $21.6m was up 62% on 2023, and up
77% after adjusting for foreign exchange gains
and losses. Pleasingly, Vista Group surpassed
its 13-14% EBITDA margin guidance with a 15.5%
margin being achieved (also after adjusting for
foreign exchange).
Vista Group’s aspiration of returning to free cash
flow positive in the final quarter was exceeded
by achieving this for the entire second half of
the year, and 18 months earlier than indicated in
previous years.
This result underlines the key financial and
operating strengths of Vista Group:
• Strong and enduring client relationships
• Robust annuity revenue and accelerating cloud
solutions
• A leading global position in the film industry
• A passionate and focused team.
Vista Group changed its reporting segments
during the year to align to the newly transformed
business structure.
Revenue (NZ$m)EBITDA Margin (%)
Total Revenue
2022202320242025

(mid-point of guidance)
EBITDA Margin (%)
Group revenue and EBITDA margin
24Group trading overview • 25

Cinema
Vista Group’s largest reporting segment,
‘Cinema’, represents ~80% of Vista Group’s
revenue, and includes software solutions for
the cinema industry, primarily Vista Cloud,
Movio EQ, Vista Classic (Vista Group’s legacy
on-premise solution) and Veezi.
The Cinema segment reported total revenue of
$119.8m (up 5% on 2023). Recurring revenue
was up 8% and SaaS revenue was up 23%. The
Cinema segment contribution margin of $40.2m
was up 11% on 2023 and the global market share
of enterprise clients, excluding China and India,
remained at 46%.
Client signings to Vista Cloud continue, with
17 clients signed during the year, including net
new clients Cine Colombia, Cinema West and
Silky Otter. Clients live on Vista Cloud include
Major Cineplex (181 sites), Cineplex (171 sites),
Pathé (115 sites), Cinepolis Spain (53 sites) and
Everyman (44 sites).
Vista Group sees this as strong momentum
and market validation, with 683 sites live on
Vista Cloud’s Digital Enablement, Moviegoer
Engagement and Operational Excellence
capabilities (15% of total enterprise client sites),
with 358 of these sites being live on Vista
Group’s full service Operational Excellence
platform (8% of total enterprise client sites).
Movio, a data analytics and campaign
management solution offered as part of Vista
Cloud’s Moviegoer Engagement capability,
continues to increase engagement and visitation
with a record 484 million emails sent in
December 2024.
With its focus on the independent market, Veezi
continues to expand its functionality to meet the
evolving needs of this vital segment of exhibition.
Film
Vista Group’s new ‘Film’ segment includes
software solutions for film studios and
distributors, including Maccs, Numero,
Movio Research, Powster and Flicks.
The Film segment reported total revenue
of $30.2m (up 5% on 2023), with a segment
contribution margin of $12.0m (up 24% on 2023).
Box office reporting and film distribution
products (Maccs, Numero, Movio Research)
performed well with revenue up 8% on 2023,
primarily driven by the continued geographic
expansion of the Numero platform, achieving
complete coverage of UK box office data
during 2024.
Powster’s creative studio business, which was
directly impacted by the content delays caused
by the writers’ and actors strikes’, saw revenue
decline 3% on 2023. This drop in creative
revenue is expected to be temporary, with
substantial improvements forecast in the 2025
box office and movie slate.
Flicks, the cinema and streaming discovery
website and app, reported revenue up another
19%, and is now reaching 22 million unique users
globally each year. Flicks continues to innovate
through a new membership offering, and
rewarding users by offering discounts and tickets
from partner brands.
Live NowLive in 2025December 2023Contracting
Cinema cloud momentum
942
Vista Cloud
OPERATIONAL
EXCELLENCE
010001200140016001800200024002600
2,521
2200200400600800
Horizon / Oneview
DATA
EMPOWERMENT
1,499
Digital Solutions
DIGITAL
ENABLEMENT
MOVIEGOER
EXPERIENCE
Group trading overview (cont.)
26Group trading overview • 27

Our sustainability approach
Our sustainability progress in 2024
The table below outlines our progress for 2024 against our sustainability targets.
TARGET2024PERFORMANCE AGAINST TARGET
STRONGER TOGETHER
Aspire to 40:40:20 gender representation
(all employees) by 2030
In progress
Gender composition remained relatively static in 2024,
highlighting a need to further strengthen efforts in this area to
ensure progress against our 2030 target.
An eNPS score aligned to at least the median
for the technology sector
Achieved
eNPS and wellbeing scores steadily tracked upwards
throughout the year, ending the year around the median for
the technology sector. Overall improved engagement and
wellbeing also correlates with higher retention rates and
improved productivity.
Invest in enhanced learning and development
programmes
In progress
The focus on learning and development has lifted overall
knowledge and capability across the business, particularly
enabling those in front line roles to best serve our clients’
needs.
Report and take action to minimise the
gender pay gap
Achieved
Our second gender pay gap was published in 2024, with
associated actions resulting in a 0.4% reduction in the gender
pay gap this year.
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 2024.
Maintain Board governance roadshows, at
least every 2 years
Maintained
During 2024 the Board had considerable engagement with
shareholders. Our next governance roadshows are scheduled
for 2025.
ISAE (NZ) 3000 / SAE 3150 controls
assurance report for Vista Cinema (NZ
equivalent to SOC 2 report)
In progress
In July 2024, we achieved our SOC 2 Type 1 attestation for
Vista Cloud and movieXchange, and we commenced the
process for obtaining SOC 2 Type 2.
CONSUMING RESPONSIBLY & IMPACTFUL INNOVATION
Publish our first Aotearoa New Zealand
Climate Standards (NZ CS) aligned climate
statement
Achieved
In April 2024, Vista Group published its inaugural Group
Climate Statement prepared in accordance with the NZ CS.
Integrate environmental expectations into
Supplier Code of Conduct
In progress
This activity will continue into 2025 as we develop our climate
ambitions and ensure our expectations of our supply chain
align.
100% of direct enterprise clients on cloud
solutions by 2030
In progress
15% of our direct clients’ sites are on the cloud journey and
8% have completed the transition.
Maintain Toitū carbonreduce certification
Achieved
In February 2024, Vista Group successfully completed its
second year of Toitū carbonreduce certification.
Measure remaining Scope 3 operational GHG
emissions categories
In progress
This activity will continue into 2025 as we obtain the data and
appropriate methodology for measuring emissions relating to
the use of our sold products.
As the world confronts
significant challenges,
we acknowledge our
responsibility to contribute
positively to the global
community we engage with.
Our sustainability framework complements Vista
Group's strategy with a focus on topics likely
to affect Vista Group in our efforts towards a
sustainable future.
Each year we review the framework and enhance
initiatives where we have the greatest potential
to make a positive impact.
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.
28Our sustainability approach • 29

Sustainability framework
BUILDING GREATER TRUSTSTRONGER TOGETHER
CONSUMING RESPONSIBLY
& IMPACTFUL INNOVATION
• Optimise our talent - right people, right
roles - to drive productivity, innovation and
overall business success
• Foster a diverse and vibrant culture, which
promotes and rewards high performance
• A continued focus on our aspiration of
reaching 40:40:20 gender representation
by 2030
• Improved and highly reliable cinema-
branded digital channels
• Maintaining an effective governance and
decision-making structure
• Continuous improvement to safeguard
critical systems and protect 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
• Develop baseline metrics of performance
and productivity, to enable measurement of
year-on-year progress
• Wellbeing and eNPS scores aligned to at
least the median for the technology sector
• Create a roadmap to ensure all of our
people are treated fairly
• Obtain SOC 2 Type 2 compliance for Vista
Cloud and movieXchange in 2025
• Achieve SOC 2 Type 1 attestation report for
Movio Cinema EQ
• No notifiable privacy breaches or critical
security incidents
• Maintain Board governance roadshows, at
least every 2 years
• 100% of direct enterprise clients on cloud
solutions by 2030
• Maintain Toitū carbonreduce certification
• Measure remaining Scope 3 operational
GHG emission categories
• Reduce Scope 2 GHG emissions (market-
based) by 42% by 2030, from our 2022
base year
Focus area
Target s
United nations sustainable
development goals
30Our sustainability approach • 31

Stronger together
Our people demographics
4
4
711
36
67
367
6
Regional distribution
71
Mexico
Malaysia
Brazil
South Africa
Europe
New Zealand
Total
Australia
19 - 28 121 (17%)
29 - 37 271 (38%)
38 - 46 207 (29%)
47 - 55 80 (11%)
56 - 64 28 (4%)
65+ 4 (1%)
Age distribution
86United Kingdom
Vista Group has made significant strides during
the year to foster a vibrant and unified culture
by aligning and strengthening initiatives which
support our people.
Key to this has been the development of the
Vista Group shared standards, which refer to
those behaviours that act as a compass for how
we work together. They serve as a reminder of
what we value and what is important to us at
Vista Group. Our shared standards, carefully
crafted from conversations with our people,
support and promote a culture of thriving high-
performance, innovation, and collaboration.
Alongside this, we have continued to focus
on core initiatives to evolve our culture and
employee experience, enhance engagement and
performance, as well as promote learning and
growth. Key achievements in 2024 include:
• Health, safety, and wellbeing: Prioritised
through campaigns, resources, and workshops
led by the wellness committee to support
mental health and wellbeing. Our wellbeing
score, based on a survey of our people, helps
us monitor the wellbeing of our people and
track the success of our initiatives. At the end
of 2024, we achieved a wellbeing score of 8.0,
up from 7.6 in 2023, surpassing our target of
7.9, which is the median for the technology
sector.
• Employee engagement: Steadily improved
throughout the year, exceeding our 2024
eNPS target. This success is attributed to
ongoing feedback engagement, proactive
communication, and addressing areas for
improvement.
• Unified performance approach: Adopted
across the organisation to streamline and
improve performance management.
• Remuneration initiatives: Implemented to
foster equity, reward performance, and
enhance the employee value proposition.
• Learning and development: Provided new
options through in-house online training
and facilitator-led workshops, to support
upskilling and career growth.
• Global recognition program: Launched to
celebrate the contributions and achievements
of our people.
• Fair treatment: Demonstrated year on year
improvement in the global gender pay gap,
established a global council to champion
our initiatives, and expanded parental leave
policies in Mexico and South Africa.
Vista Group remains committed to fostering a
diverse and inclusive culture, ensuring a safe
work environment, and supporting overall
organisational success.
Gender pay gap 9.5%
Vista Group has conducted its annual gender
pay gap analysis, covering all permanent and
fixed term employees globally. The 2024 gender
pay gap, measured as the difference between the
median pay of female and male employees, has
reduced from 9.9% in 2023 to 9.5% in 2024.
Vista Group remains committed to ensuring
equity in pay decisions and continues to follow
robust processes to ensure that our people are
paid equally for the same work undertaken.
This improvement highlights our continued
commitment to fostering fairness and closing
the gap across our global workforce.
Female representation
Our People
2024
29% (208 of 711)
2023
30% (213 of 716)
Our Board
2024
33% (2 of 6)
2023
33% (2 of 6)
G SLT
2024
9% (1 of 11)
2023
9% (1 of 11)
See page 64 for details on Vista Group's values.
70United States
Vista Group’s shared standards
32Our sustainability approach • 33

Building greater trust
Data security
With Vista Cloud, our responsibility for data
security grows, making it even more crucial to
provide a reliable and secure environment to
meet the expectations of our clients and retain
their trust.
Vista Group’s Board is responsible for
overseeing our cybersecurity programme and
setting the strategic direction for our security
practices and ensuring that appropriate
investment is made to continually strengthen
the security posture across all of Vista Group's
software solutions.
In July 2024, Vista Group achieved SOC 2 Type
1 for Vista Cloud and movieXchange. SOC 2
(Service Organisation Controls 2) is a voluntary
industry-leading compliance standard, and
the attestation demonstrates our dedication
and investment in providing solutions that are
reliable and secure.
SOC 2 compliance requires ongoing effort to
maintain and continuously enhance our security
practices. We initiated the next step towards
achieving SOC 2 Type 2 for Vista Cloud and
movieXchange.
Our commitment to do the right thing, coupled with our
evolution from a trusted software provider to a trusted
SaaS provider, underscores our dedication to deliver
exceptional value and foster long-lasting partnerships.
SOC 2 Type 2 focuses on demonstrating the
operational effectiveness of our processes and
involves an independent audit, which is expected
to take up to 12 months.
Additionally, Vista Group is extending the SOC 2
program to achieve SOC 2 Type 1 attestation for
Movio Cinema EQ.
To support the continuous improvement of
our client support, information and security
practices, we have:
• introduced two new roles, one to establish and
lead a dedicated security operations team and
the other to provide guidance and support to
the business on information security practices;
• increased the use of automated application
security tools to improve efficiency and visibility;
• strengthened our security and privacy
education program for our people; and
• adopted a follow-the-sun client support model
to ensure consistent and timely support to our
global client base.
Strengthening our risk practices
Effective risk management is fundamental for
achieving our strategic objectives.
During 2024, we concentrated on implementing
our enhanced control assessment programme to
monitor the effectiveness of our controls.
This programme has provided us with a deeper
understanding of our control environment
and enabled us to identify specific areas for
improvement.
In 2024, we revised our vendor risk management
procedures. We introduced and commenced
individual risk assessments for our contracted
vendors. This initiative has established standards
for oversight and monitoring requirements,
incorporates aspects of our modern slavery
program and helps us better understand and
manage the risks associated with our supply chain.
Turn to page 65 to read more about our risk
management and key risks.
34Our sustainability approach • 35

Consuming responsibly
and impactful innovation
At Vista Group, we embrace
our responsibility to operate
sustainably and reduce
the climate impact of our
business. As a technology
company, Vista Group
functions within a digital,
office-based environment.
Our environmental footprint
is largely made up by office
energy consumption, third
party data centres, business
travel, and technology
consumables.
Climate reporting and our
carbon footprint
Vista Group is a climate-reporting entity under
the Financial Markets Conduct Act 2013.
In April 2024, we published our inaugural
Group Climate Statement in accordance with
the NZ CS.
Our 2023 Climate Statement is available at
vistagroup.co.nz/investor-centre.
Vista Group is relying on the Financials
Markets Conduct (Requirement to Include
Climate Statements in Annual Report) Exemption
Notice 2023
1
. We intend to publish our second
Group Climate Statement in accordance with
the NZ CS at vistagroup.co.nz/investor-centre
by 30 April 2025.
In February 2024, Vista Group successfully
completed its second year of Toitū carbonreduce
certification. To achieve this certification, we
were required to measure our GHG emissions
in accordance with ISO 14064-1:2018 and to
manage and reduce our emissions against the
Toitū carbonreduce programme requirements.
Our carbon footprint covers Scope 1, Scope 2,
and selected Scope 3 emissions from each of
our entities around the world within our financial
control. In our second year of GHG emissions
reporting Vista Group reduced its total Scope 1, 2
and 3 emissions by 13% from our 2022 base year.
In 2024, our Vista London office relocated to a
property powered by 100% renewable energy.
Similarly, our Powster London office is supplied
with carbon zero energy. These measures
contribute to our reduction efforts.
Vista Group committed to an emissions
reduction target of 42% reduction in our
Scope 2 emissions (market-based) by 2030
from our 2022 base year.
Our 2024 GHG emissions inventory and
reduction performance will be published
in our 2024 Group Climate Statement at
vistagroup.co.nz/investor-centre by
30 April 2025.
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.
36Our sustainability approach • 37

As Vista Group continues to grow and evolve,
the Board's support and experience are crucial
in driving the company's strategy in alignment
with the GSLT. Succession planning is essential to
maintain core governance, commercial, technology,
and market expertise. The ongoing focus is on
blending the experience of current directors
with new members who bring relevant ideas and
expertise, ensuring both stability and a robust
succession process.
The NRC and the Board’s support from the CEO,
GSLT and the People and Culture team across this
period has been invaluable in ensuring that the
clients and business are the core focus, while
our people have been supported to drive these
changes effectively, while managing the new
organisational structure. The improvement in our
people satisfaction rating in 2024 is pleasing and
a confirmation of the work done by the team.
Vista Group continues to operate in an extremely
competitive global and local market for skills and
capabilities. It is our priority to ensure the retention
of key people and the attraction of new talent
– supported by the remuneration and employee
benefits that form part of the value proposition and
that these are aligned to the remuneration strategy.
A specific focus of this strategy being to reward for
achieving financial and non-financial performance
that are aligned to targets agreed by the Board that
drive shareholder value.
Remuneration report
Letter from the Chair of the NRC
Dear Shareholder,
As Chair of the Nominations and Remuneration
Committee (NRC), I am pleased to present
Vista Group’s Remuneration Report for the
year ended 31 December 2024.
The priority for 2024 has been one of strong
execution, yielding strong shareholder returns.
The advancement of our vision and strategy to
drive greater client alignment and cloud migration,
supporting staff given the new organisational
model, and to improve financial performance,
has been achieved.
Off the back of the structural changes and
simplification of the business model in 2023, our
people have delivered a strong set of financial and
non-financial results.
Vista Group’s Board remains committed to a
remuneration strategy and framework that drives
and rewards achievement of both short-term
and long-term goals. The alignment of incentives
to key financial outcomes, coupled with specific
non-financial goals, are aimed at delivering strong
client and people outcomes while increasing
sustainable shareholder value. Shareholder and
market feedback continues to play an important
part of determining the right balance of incentives
and behaviours to align with the business and
shareholder expectations.
The Board is committed to continue listening to
feedback and where appropriate, make considered
changes to align to the strategic and short-term
outcomes being sought, while at the same time
demonstrating an increased level of transparency
in its remuneration policies, practices, and
reporting. This progress should be evident in
this remuneration report.
The report outlines Vista Group’s remuneration
strategy and approach, with a particular focus
on the remuneration framework for the CEO and
the GSLT.
There have been some refinements from the 2023
remuneration framework in the 2024 plan, notably
the removal of the tenure-based share rights from
the LTI scheme previously designed to retain key
employees during transitional periods. The Board
does not currently plan to grant tenure-based share
rights under any of the 2025 share schemes.
There will continue to be changes in 2025 to
further align the incentive plans to our strategic
initiatives and we aspire to continually improve
our remuneration framework practices. The Board
has already resolved the 2025 variable scheme
framework to be centered around the following
financial and operational measures:
• STI: free cash flows, and client sites converted
to Vista Cloud
• LTI: recurring revenue, EBITDA margin and
relative total shareholder return.
Thank you for your continued support and
feedback. We approach 2025 in a strong position
to retain and attract talent which we believe will
deliver on Vista Group’s underlying operational
and strategic goals.
Regards,
Cris Nicolli
Chair, NRC
38Remuneration report • 39

Vista Group remuneration policy
Vista Group’s remuneration policy applies to all
of Vista Group’s employees, including the CEO
and GSLT, and is based on the principles that the
remuneration framework will:
• Be simple, clear and understandable to all
stakeholders;
• Be aligned with Vista Group’s strategic direction,
culture and shared standards and ensure the
long-term sustainability of Vista Group’s business
and to create and increase shareholder value;
• Be aligned to local markets to attract and retain
the best talent - including the mix of salary,
variable pay (if applicable) and benefits;
• Be fair and equitable, appropriately reflecting
the responsibilities of the role, as well as skills,
experience and performance of the individual in
the role, assessed against market pay, internal
benchmarking, gender pay gaps and applicable
adjustments; and
• Ensure that variable pay (where applicable) is
linked to clear and measurable performance
metrics, to encourage and recognise individual
and team contribution to Vista Group’s success.
Vista Group’s remuneration policy and these
principles are reviewed by the NRC at least
annually.
Total remuneration consists of fixed remuneration,
short-term incentives (STI), and long-term
incentives (LTI). The outcomes of STI and LTI 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.
Details of Vista Group’s STI and LTI are set out on
pages 42 to 43.
The CEO’s remuneration package 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
targets and their achievement, are reviewed by the
NRC at least annually. The remuneration packages
of the CEO and GSLT are benchmarked against
external and independent market remuneration
data to ensure competitiveness relative comparable
market peers to Vista Group. During the year, Vista
Group sought external and independent market
remuneration data from:
• PwC New Zealand for the purpose of
benchmarking the remuneration of Vista Group
employees in New Zealand; and
• Radford McLagan for the purposes of
benchmarking the remuneration of Vista Group
employees outside of New Zealand.
Remuneration governance
Vista Group’s policies that provide context for the
remuneration outcomes are listed below and are
available on vistagroup.co.nz/investor-centre:
• Board Charter
• NRC Charter
• Directors Remuneration Policy
• Vista Group Remuneration Policy
• Share Trading Policy.
Employee remuneration
The following table notes the number of employees
or former employees of Vista Group, not being
directors of Vista Group, who, for the year ended
31 December 2024, received remuneration and
any other benefits in their capacity as employees,
the value of which was or exceeded $100,000 per
annum, in brackets of $10,000. The remuneration
figures shown in the table include all monetary
payments actually paid during the year ended
31 December 2024, including STI payments made in
respect of the 2023 STI scheme. The table does not
include amounts paid post 31 December 2024 that
related to the year ended 31 December 2024, such
as STI payments in respect of the 2024 STI scheme,
or the value attributed to rights granted or shares
issued under LTI schemes during the year ended
31 December 2024.
REMUNERATION BAND (NZ$)TOTAL GROUP EMPLOYEES
100,000- 109,999 41
110,000- 119,999 43
120,000- 129,999 54
130,000- 139,999 62
140,000- 149,999 56
150,000- 159,999 30
160,000- 169,999 31
170,000- 179,999 16
180,000- 189,999 16
190,000- 199,999 21
200,000- 209,999 15
210,000- 219,999 10
220,000- 229,999 12
230,000- 239,999 6
240,000- 249,999 5
250,000- 259,999 3
260,000- 269,999 8
270,000- 279,999 1
280,000- 289,999 3
290,000- 299,999 2
300,000- 309,999 2
310,000- 319,999 1
330,000- 339,999 1
350,000- 359,999 1
360,000- 369,999 1
380,000- 389,999 2
390,000- 399,999 1
400,000- 409,999 1
410,000- 419,999 2
450,000- 459,999 1
480,000- 489,999 1
510,000- 519,999 1
520,000- 529,999 1
630,000- 639,999 1
640,000- 649,999 2
940,000- 949,999 1
To t a l455
40Remuneration report • 41

Fixed remuneration
Fixed remuneration at Vista Group consists of base
salary, typically reviewed annually, and the country
specific benefits listed in the table below:
COUNTRYBENEFITS
New Zealand Kiwisaver contribution
Health insurance
Life insurance
Employee assistance program
United States 401k contribution
Health insurance
Life & long-term disability insurance
On site paid gym membership
Employee assistance program
United Kingdom Pension scheme
Health insurance
Employee assistance program
Discounted gym memberships
Access to salary sacrifice scheme
Netherlands Pension scheme
Health insurance
Employee assistance program
South AfricaHealth insurance
Vitality flexible benefits
Employee assistance program
MexicoHealth insurance
Food coupons
MalaysiaReimbursement for medical bills
Mobile phone allowance
Parking allowance
RomaniaPrivate medical services
Subsidised optical
Subsidised gym membership
The provision of fixed remuneration (comprising of a
base salary and country specific benefits) is applied
consistently in each country across Vista Group’s
employees, including the CEO and GSLT.
STI scheme
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. If
achieved, the STI 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 for the
2025 STI scheme are set out in the table below:
2025 TARGETS% of STI
Vista Group Free Cash Flow35%
Client sites live on Vista Cloud, or Segment Revenue
1
35%
Employee or Client Net Promoter Score15%
Personal targets
2
15%
The key targets, percentages and terms for the
2024 STI scheme are set out in the table below:
2024 TARGETS% of STI
Vista Group Free Cash Flow30%
Vista Group Recurring Revenues30%
Employee or Client Net Promoter Score,

or Segment Revenue
1
20%
Personal targets
2
20%
The Board retains discretion over the final outcome
of STIs, to allow appropriate adjustments where
unanticipated circumstances impact performance,
positively or negatively.
Under the 2024 STI scheme, the Board granted the
following awards to the CEO and GSLT members:
• CEO
3
: 48% of base salary.
• GSLT members: Between 20%– 40% of base
salary.
LTI scheme
Vista Group’s LTI is a share-based scheme
offered at the discretion of the Board on the
recommendation of the NRC.
The LTI is set as a fixed amount or a fixed
percentage of the participant's base salary.
The number of rights granted to a participant is
determined based on the participation amount
divided by the 10-day volume weighted average
price (VWAP) of Vista Group’s shares prior to the
grant date. Vista Group does not apply a discount
when calculating the number of rights to be granted
under the LTI scheme. The rights granted under
the LTI vest based on the achievement or otherwise
of certain targets and the satisfaction of certain
conditions typically over three years.
Vista Group intends to grant rights under the
2025 LTI Scheme in April 2025. Under the terms
of the 2025 LTI Scheme, all of the rights granted
will be performance rights, with one third of the
performance rights eligible to vest in each year of
the three year scheme based on the achievement of
the following financial targets:
2025 TARGETS% of LTI
Vista Group Recurring Revenue50%
EBITDA Margin (excluding FX gains/losses)25%
Relative Total Shareholder Return25%
In April 2024, Vista Group granted rights under the
2024 LTI scheme. Under the terms of the 2024 LTI
scheme, all of the rights granted were performance
rights, with one third of the performance rights
eligible to vest in each year of the three year scheme
based on the achievement of the following financial
targets:
2024 TARGETS% of LTI
Vista Group Recurring Revenue50%
EBITDA (excluding FX gains/losses)50%
Share rights with vesting conditional only on the
continued tenure of the participant were not granted
under either the 2024 or 2025 LTI schemes.
Under the 2024 LTI scheme, the Board granted the
following awards to the CEO and GSLT members:
• CEO: 48% of base salary.
• GSLT members: Between 30%– 66% of base salary.
1 Targets detailed in the above tables vary slightly, to ensure the relevant GSLT members are incentivised to the targets most appropriate to their role.
2 The CEO does not have any targets aligned to personal objectives. His 2024 and 2025 STI targets instead are aligned to employee or client net promoter scores.
3 More details of the 2024 STI targets are available in the breakdown of CEO pay for performance (2024) table on page 45.
42Remuneration report • 43

Past retention schemes
The past offer of tenure based share rights,
including under the retention schemes, in previous
years was used for the purpose of seeking to retain
key employees during challenging periods for
the film industry in which Vista Group operates,
including the pandemic and writers’ and actors’
strikes, and periods of transformation for Vista
Group’s business, including the CEO transition and
the 2023 business transformation.
The Board considered that the retention of key
employees over these periods, to continue to drive
Vista Group's strategy, was in the best interests of
Vista Group's shareholders.
The Board does not plan to grant any share rights,
with vesting conditional only on the continued
tenure of the participant, in 2025.
CEO retention scheme (2023)
In April 2023, the Board granted 200,000 share
rights to the new CEO under the CEO Retention
Scheme to attract top talent into the CEO role
and to drive alignment between that role and
Vista Group’s shareholders. Under the terms of
this scheme, the share rights vest subject to the
continued tenure of the CEO as follows:
• 100,000 share rights vested in April 2024
• 100,000 share rights are due to vest in April 2025.
The share rights granted to Stuart Dickinson as part
of the 2023 Group CEO Retention Scheme were
a mechanism the Board determined would ensure
the interests of the CEO would be immediately
aligned with those of Vista Group’s shareholders,
and to compensate for the imminent work required
to complete the proposed business transformation.
The Board did not grant any tenure-based share
rights to the CEO in 2024, and does not plan to
grant any tenure-based share rights to the CEO,
including under a retention scheme, in 2025.
Past executive retention schemes
The executive retention schemes were offered to
key employees that were deemed critical to retain
during periods of significant transition for Vista
Group. Under the terms of the schemes, the share
rights vest subject to the continued tenure of the
participants with Vista Group as follows:
• 2022 Grant: 300,000 share rights were granted
under this scheme to support the retention of
key employees during the implementation of a
senior executive succession plan. 100,000 of the
share rights vested in April 2024. The remaining
200,000 share rights are due to vest in April 2025.
• 2023 Grant: 300,000 share rights were granted
under this scheme to support the retention of key
employees to provide continuity during the CEO
transition. 250,000 of the share rights vested in
April 2024, with the remaining 50,000 share rights
lapsing at that time.
• 2024 Grant: 150,000 share rights were granted
under this scheme to support the retention of
certain key employees in connection with the
2023 business transformation. The share rights
are due to vest in April 2026.
The Board does not plan to grant any share rights,
with vesting conditional only on the continued
tenure of the participant, in 2025.
Breakdown of CEO pay for performance (2024)
The table below represents the pay for performance remuneration expected to be received by the CEO
relating to the 2024 financial year. These STI amounts will be paid, and LTI rights are expected to vest,
in April 2025.
DESCRIPTIONPERFORMANCE MEASURESTARGET
TARGET
OUTCOME
% TARGET
ACHIEVED
% STI/LTI
PAYABLE
AMOUNT
ACHIEVED
NZ$
STISet at 48% of base
salary. Based on
a combination
of key financial
and non-financial
performance
measures.
30% based on Vista Group recurring
revenue. Results of between 95% to
105% of the target equates to STI
achievement of between 95% and
125% (capped). No STI is achieved
below 95%.
$137.3m$134.6m98.0%80.0%72,000
30% based on Vista Group
becoming free cash flow positive in
the fourth quarter of 2024.
FCF

positive
in 4Q24
FCF was
positive
in 4Q24
and 2H24
100.0%100.0%90,000
20% based on customer net
promoter score. If achieved, then
100% of applicable STI is payable.
Achieved108.5%100.0%60,000
20% based on employee net
promoter score. If achieved, then
100% of the applicable STI is
payable.
Achieved105.0%100.0%60,000
TOTAL STI 94.0%282,000
LTI2024 LTI Scheme
1
50% based on Vista Group's 2024
recurring revenue. The threshold
to achieve is 90% with pro-rata
payment through to 100%.
$137.3m$134.6m98.0%81.8%77,537
50% based on Vista Group's 2024
EBITDA (adjusted for foreign
exchange). The threshold to achieve
is 80% with pro-rata payment
through to 100%.
$23.3m$23.3m100.0%100.0%94,767
2023 LTI Scheme
1
50% based on Vista Group's 2024
recurring revenue. The threshold
to achieve is 90% with pro-rata
payment through to 100%.
$146.1m$134.6m92.1%27.3%30,284
50% based on continued tenure to
April 2025.
100.0%111,042
TOTAL LTI 76.2%313,630
Retention
Awards
2023 CEO retention
scheme
1
100,000 rights vest in April 2025
based on continued tenure to that
date.
100.0%310,000
TOTAL STI, LTI & RETENTION AWARDS88.6%905,630
1 Share rights in this table will vest and convert into Vista Group shares in April 2025. The share price at 31 December 2024 of $3.10 per share was used for calculating the value of
the shares expected to be issued under the LTI schemes.
44Remuneration report • 45

CEO remuneration arrangements and outcomes
The total remuneration received by Stuart Dickinson as CEO in 2023 and 2024 is set out in the following
table:
BASE REMUNERATION (NZ$)PAY FOR PERFORMANCE (NZ$)
YEAR SALARY
1
BENEFITS
INCENTIVE
PAYMENT
VALUE OF
SHARE RIGHTS
VESTED
2
SUBTOTALSTI
2

PERFORMANCE
RIGHTS
VESTED
2
SUBTOTAL
TOTAL
REMUNERATION
(NZ$)
2024637,643 28,359 - 267,565 933,567 274,092 51,321 325,413 1,258,980
2023
3
451,919 19,770 200,000 - 671,689 - - - 671,689
1 The base salary of the CEO in 2023 and 2024 was $625,000 per annum. The values presented in this table include additional amounts required to be paid under
New Zealand legislation when an employee takes annual leave, or a lower value due to Stuart Dickinson being appointed as CEO from 11 April 2023.
2 The STI, LTI shares represented in this table relate to amounts paid or shares rights vested in the relevant financial year (for example, the 2023 STI is reflected in 2024, being the
year it was paid). The value attributed to share awards is Vista Group’s share price on the vesting date.
3 Remuneration received in the 2023 financial year was from 11 April 2023 to 31 December 2023, representing the period that Stuart Dickinson was appointed as CEO.
The Board approved an incentive payment in 2023 to help attract top talent to the CEO role, and to assist
in compensating Stuart Dickinson for variable remuneration that would be forfeit on his departure from his
previous employer.
The share rights granted to Stuart Dickinson as part of the 2023 LTI scheme and the 2023 Group CEO
Retention Scheme were a mechanism the Board determined would ensure the interests of the CEO would
be immediately aligned with those of Vista Group’s shareholders, and to compensate for the imminent work
required to complete the proposed business transformation. The Board did not grant any tenure-based share
rights to the CEO in 2024, and does not plan to grant any tenure-based share rights to the CEO, including
under a retention scheme, in 2025.
At 31 December 2024, the CEO was a participant in the following share-based schemes:
NUMBER OF SHARE RIGHTSVALUE OF SHARE RIGHTS
LTI
TRANCHE
PERFORMANCE
MEASURES
PERFORMANCE
PERIOD
GRANT
DATE
FINANCIAL
YEAR OF
TARGET

FINANCIAL
TARGET
(NZ$)
1
GRANTED
VESTED
DURING
2024
OUTSTANDING
AT
31 DEC 2024
ON GRANT
DATE
(NZ$)
AT
31 DEC 2024
(NZ$)
2024
LTI
Scheme
Vista Group
recurring
revenue
Jan 2024 to
Apr 2025
Apr

2024
2024137.3m30,570 -30,570 50,000 94,767
Jan 2023 to
Apr 2025
Apr

2024
2025
1
30,570 -30,570 50,000 94,767
Jan 2023 to
Apr 2026
Apr

2024
2026
1
30,570 -30,570 50,000 94,767
Vista Group
EBITDA
(excluding FX)
Jan 2024 to
Apr 2025
Apr

2024
202423.3m30,570 -30,570 50,000 94,767
Jan 2023 to
Apr 2025
Apr

2024
2025
1
30,570 -30,570 50,000 94,767
Jan 2023 to
Apr 2026
Apr

2024
2026
1
30,570 -30,570 50,000 94,767
2023

LTI
Scheme
Vista Group
recurring
revenue
Jan 2023 to
Apr 2024
Mar

2023
2023127.1m35,820 26,051 9,769 50,000 30,284
Jan 2023 to
Apr 2025
Mar

2023
2024146.1m35,820 -35,820 50,000 111,042
Jan 2023 to
Apr 2026
Mar

2023
2025
1
35,820 -35,820 50,000 111,042
Continued
tenure
Jan 2023 to
Apr 2024
Mar

2023
2023 35,820 35,820 -50,000 -
Jan 2023 to
Apr 2025
Mar

2023
2024 35,820 -35,820 50,000 111,042
Jan 2023 to
Apr 2026
Mar

2023
2025 35,820 -35,820 50,000 111,042
2023

CEO
Retention
Scheme
Continued
tenure
Apr 2023 to
Apr 2024
Apr

2023
100,000 100,000 -150,900 -
Apr 2023 to
Apr 2025
Apr

2023
100,000 -100,000 150,900 310,000
TOTAL 598,340 161,871436,469 901,800 1,353,054
1 Vista Group’s recurring revenue and EBITDA targets for 2025 and 2026 have not been provided in the table above because they are commercially sensitive to Vista Group. The
financial targets were set by the Board based on Vista Group’s Board approved budget and long-range forecast at the time the rights were granted under the relevant share-
based scheme, and considered to be challenging targets for Vista Group’s business to achieve.
46Remuneration report • 47

Share-based schemes
Rights to be granted under share-
based schemes in 2025
2025 LTI Scheme
In April 2025, Vista Group expects to grant rights
to the CEO, GSLT and other selected senior
management under this scheme. Under the terms
of the 2025 LTI Scheme all of the rights granted
will be performance rights, with one third of the
performance rights eligible to vest in each year of
the three year scheme, based on the achievement of
the following financial targets:
2025 TARGETS% of STI
Vista Group Recurring Revenue50%
EBITDA Margin (excluding FX gains/losses)25%
Relative Total Shareholder Return25%
The Board does not plan to grant any share rights,
with vesting conditional only on the continued
tenure of the participant, in 2025.
Rights granted under share-based
schemes in 2024
In April 2024, Vista Group granted 1,470,984 rights
(representing 0.62% of the total Vista Group shares
on issue at that time) to participants under the
following share-based schemes.
2024 LTI Scheme
In April 2024, Vista Group granted 1,320,984
rights to the CEO, GSLT and other selected senior
management under this scheme. Under the terms
of the 2024 LTI Scheme all of the rights granted
were performance rights, with one third of the
performance rights eligible to vest in each year of
the three year scheme, based on the achievement of
the following financial targets:
• Recurring Revenue targets (50% - representing one
sixth of the total LTI); and
• EBITDA targets (excluding foreign exchange
gains/losses) targets set by the Board
(50% - representing one sixth of the total LTI).
The Board did not grant any share rights, with
vesting conditional only on the continued tenure of
the participant, under the 2024 LTI Scheme.
2024 Executive Retention Scheme
In April 2024, Vista Group granted 150,000 share
rights under this scheme to support the retention of
certain key employees in connection with the 2023
business transformation. The share rights are due
to vest in April 2026, conditional on the continued
tenure of the participants at the vesting date.
Past Retention Schemes
Further details regarding the past retention schemes
are set out on page 44.
Vista Group granted the following rights to
the selected senior management with vesting
conditional on the relevant participants continued
tenure with Vista Group:
• 2023 CEO Retention Scheme: 200,000 share
rights in April 2023;
• 2023 Executive Retention Scheme: 300,000 share
rights in March 2023; and
• 2022 Executive Retention Scheme: 300,000 share
rights in March 2022.
Other Information
The aggregate number of rights granted and shares
issued in 2024 under all of Vista Group’s share-
based schemes was ~1.2% of Vista Group shares on
issue at that time.
The Board does not currently plan to grant any
share rights, with vesting conditional only on the
continued tenure of the participant, in 2025.
Shares issued in 2024 under share-
based schemes
In April 2024, Vista Group issued 1,433,160 Vista
Group shares (representing 0.61% of the total Vista
Group shares on issue at that time) to participants
under the following share-based schemes. Further
details of the Vista Group shares issued in 2024 are
set out in the table on the following page.
2021, 2022 and 2023 LTI Schemes
Between 2021 and 2023, Vista Group granted the
following share rights and performance rights to the
CEO, GSLT and other selected senior management:
• 2023 LTI Scheme: 825,327 share rights and
825,327 performance rights in March 2023;
• 2022 LTI Scheme: 634,056 share rights and
634,056 performance rights in March 2022; and
• 2021 LTI Scheme: 618,834 share rights and
618,834 performance rights in April 2021.
Under the terms of the 2021, 2022 and 2023
LTI Schemes, one third of the share rights and
performance rights under those schemes are
eligible to vest each year of the three-year term of
the relevant scheme based on:
• Share Rights: Continued tenure, with one third
of the share rights under the LTI grant eligible to
vest annually. No share rights were granted under
the 2024 LTI Scheme, and no share rights will be
granted under the 2025 LTI Scheme.
• Performance Rights: Achievement of Vista Group
recurring revenue targets set by the Board, with
one third of the performance rights under each
LTI scheme eligible to vest annually. Performance
rights that do not vest are eligible to roll over and
vest where targets are achieved in future years of
the scheme.
48Remuneration report • 49

Shares issued in 2024 under share-based schemes
The following table should be read in conjunction with the commentary on the previous page.
SCHEMERIGHTSPERFORMANCE MEASURESTARGET
TARGET
OUTCOME
% TARGET
ACHIEVED
% OF
RIGHTS
VESTED
# SHARES
ISSUED
2023 LTI SchemePerformance
Rights
Vista Group’s 2023 recurring
revenue. The threshold to achieve
is 90% with pro-rata payment
through to 100%.
$127.1m$124.0m97.0%72.7% 183,469
Share RightsContinued tenure with Vista Group 100.0%252,255
2023 CEO
Retention Scheme
Share RightsContinued tenure with Vista Group 100.0%100,000
2023 Executive
Retention Scheme
Share RightsContinued tenure with Vista Group 100.0%250,000
2022 LTI SchemePerformance
Rights
Vista Group’s 2023 recurring
revenue. The threshold to achieve
is 90% with pro-rata payment
through to 100%.
$126.8m$124.0m97.0%72.7%120,351
Share RightsContinued tenure with Vista Group 100.0%165,467
2022 Executive
Retention Scheme
Share RightsContinued tenure with Vista Group 100.0%100,000
2021 LTI SchemePerformance
Rights
Vista Group’s 2023 recurring
revenue. The threshold to achieve
is 90% with pro-rata payment
through to 100%.
$121.4m$124.0m102.0%100.0%130,809
Share RightsContinued tenure with Vista Group100.0%130,809
TOTAL RIGHTS VESTED IN 20241,433,160
Outstanding rights
The total number of outstanding rights granted to Vista Group employees (less known leavers) at
31 December 2024 are set out in the following table:
PLAN TYPE
VESTING YEAR
TOTAL
OUTSTANDING
RIGHTS

202520262027
2024 LTI Scheme440,328 440,328440,328 1,320,984
2024 Executive Retention Scheme- 150,000 -150,000
2023 LTI Scheme 525,912462,812-988,724
2023 CEO Retention Scheme 100,000 --100,000
2022 LTI Scheme 352,297 --352,297
2022 Executive Retention Scheme 200,000 --200,000
TOTAL OUTSTANDING RIGHTS1,618,537 1,053,140 440,328 3,112,005
2024 director remuneration
Director remuneration policy
When determining the fees for non-executive directors, the Board ensures that fees are set in a manner that
is fair, flexible and transparent. The NRC considers the experience and responsibility of the directors, the
global nature and complexity of Vista Group’s business, and the level of governance and time commitment
required from directors. There has been no changes in this policy during the year. A copy of Vista Group’s
Directors’ Remuneration Policy is available at vistagroup.co.nz/investor-centre.
At Vista Group’s ASM held on 26 May 2021, shareholders approved a total non-executive director
remuneration pool of $725,000. The director remuneration pool has not changed since that date. With
Vista Group's return to profitability and in connection with the inflationary environment, the Board intends
to seek shareholder approval for an increase of the director remuneration pool at the 2025 ASM to be
held on 21 May 2025. The Board will obtain independent and external advice and data for benchmarking
purposes ahead of the 2025 ASM. Further information will be included in the notice of meeting for the ASM.
The Board had no need to obtain independent and external advice during 2024.
Information regarding the Board and Committees is included on page 61.
A breakdown of the Directors’ fees in 2024 is set out in the table below:
POSITION HELD (AMOUNTS PER ANNUM IN NZ$)MAR-DEC 2024JAN-FEB 2024
Chair185,000180,000
Director90,00085,000
ARC Chair20,00015,000
ARC member (excluding ARC Chair)12,00010,000
NRC Chair20,00015,000
NRC member (excluding NRC Chair)12,00010,000
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 2024 are set out in the table below:
DIRECTOR (AMOUNTS IN NZ$)
DIRECTOR
FEE
FEE FOR
ARC
FEE FOR
NRC
ADDITIONAL FEES
& BENEFITS THAT
DO NOT RELATE TO
SERVICES AS
A DIRECTOR
MARKET VALUE OF
SHARES ISSUED
/ TRANSFERRED
AS DIRECTOR
REMUNERATION

TOTAL
REMUNERATION
RECEIVED
Susan Peterson (Chair)184,167 - - - - 184,167
Claudia Batten 89,167 - 11,667 - - 100,833
Murray Holdaway 89,167 - - - - 89,167
James Miller (ARC Chair) 89,167 19,167 - - - 108,333
Cris Nicolli (NRC Chair) 89,167 11,667 19,167 - - 120,000
Kirk Senior 89,167 11,667 11,667 - - 112,500
To t a l630,000 42,500 42,500 - - 715,000
No shares were issued or transferred during the year as part of director remuneration (2023: none).
The total fees paid to directors of $715,000 is within the $725,000 directors’ fee pool approved at the ASM
held on 26 May 2021. The number of Vista Group shares held by each director is included on page 72.
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 2024.
50Remuneration report • 51

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 2025. The information
is current as of that date, unless otherwise noted.
Vista Group is committed to high standards of
corporate governance, aiming to protect and
enhance shareholder interests, and provide
long-term value.
Vista Group’s governance framework ensures Board
accountability to our shareholders and provides for
an appropriate delegation of responsibilities to the
CEO and GSLT.
The Board regularly reviews governance policies
and practices to ensure compliance with NZX and
ASX standards (Vista Group is an ASX Foreign
Exempt Listed company), reflecting shareholder
expectations in New Zealand and Australia.


At the date of this Annual Report, Vista Group’s
governance practices over the reporting year
comply with the NZX Corporate Governance
Code and, although not required due to our ASX
foreign-exempt listing status, also comply with
the ASX Corporate Governance Principles and
Recommendations (fourth edition).
For the purposes of ASX Listing Rule 1.15.3, Vista
Group confirms that it has complied with, and
continued to comply with, the NZX Listing Rules.
Vista Group has reported against the NZX
Corporate Governance Code dated 31 January
2025. A table setting out the principles and
recommendations addressed this Annual Report is
included on pages 78 and 79.
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
1
Details of directors’ skills and experience can be
found at vistagroup.co.nz/board-management.
Board composition and characteristics
Board members
6
Independent Non-Executive Directors (female)
Executive Directors (male)
Non-Independent Non-Executive Directors (male)
Independent Non-Executive Directors (male)
1 Murray Holdaway retired as Vista Group's Chief Product Officer in June 2022. However, as a participant in Vista Group's Gold Class Alumni Scheme,
Murray remains an executive as defined in the NZX Listing Rules
52Corporate governance • 53

The Board focuses on ensuring it has the diverse skills, backgrounds and
experiences of its individual directors, ensuring its culture aligns with Vista
Group’s values.
Board skills matrix
Capability overviewSusan
Peterson
Claudia
Batten
Murray
Holdaway
James
Miller
Cris
Nicolli
Kirk
Senior
Software, cloud, online and operating platforms
Expertise and experience in the development and delivery of software and digital solutions through on-premise,
managed services, cloud and / or online platforms
233232
Digital product management and marketing

Expertise and experience in digital product marketing and management, including an understanding of technology
trends and implications, and the software and technology value chain
232132
Data

Expertise in the collection, processing, and commercialisation of data and marketing applications, including the
use of Al and experience with data protection legislation in Vista Group's key international markets (North America,
South America, EMEA, APAC)
232122
Strategy and development

Expertise in corporate strategy and developing early stage businesses, including strategic reviews, M&A and
strategic partnerships
333333
Go-to-market in international markets

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
233133
Financial expertise

Financial expertise with significant public company experience in finance, accounting, capital markets, credit
markets, banking and investor relations
222333
Listed company

Depth of expertise on listed company boards, including experience in governance, compliance and risk
management and health and safety
332332
People and culture

Depth of expertise in remuneration, retention, workforce planning, talent and culture
332222
Film industry

Depth of experience in the film industry, including in film exhibition and / or distribution
113113
Sustainability

Deep understanding of the environmental, social and governance considerations in a strategic and operational
context and the applicable legislative framework, including the NZ CS
321311
Following the NRC’s assessment in 2024,
the Board is confident it continues to have
the appropriate mix of skills and experience
necessary to govern Vista Group.
The Board skills matrix enables an assessment of
skills and experience of individual directors, and
how the directors work together as a whole.
Assessing the level of skill and expertise of each
director demonstrates how that director contributes
to the governance of Vista Group.
Details on the key skills and experience of
each individual directors’ contribution to the
Vista Group’s Board can be found at
vistagroup.co.nz/board-management.
Proficiency guide:
1. Low proficiency
2. Medium proficiency
3. High proficiency
54Corporate governance • 55

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 based on their status as Non-Executive Directors who are not substantial
shareholders and 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 resigned as
Executive Chair and as an executive with effect from
1 January 2021. Considering all relevant factors,
including his previous executive role, the Board has
determined that Kirk Senior is not an Independent
Director. Murray Holdaway, co-founder of Vista
Group, holds 2.86% of Vista Group’s ordinary
shares, and was Vista Group’s Chief Product Officer
until he resigned in 2022. Considering all relevant
factors including his previous executive roles, 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 have 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.
None of the directors are currently deriving, or
within the last 12 months derived, a substantial
portion of their annual revenue from Vista Group.
No director has any close family ties or personal
relationships (including close social or business
connections) with anyone in the categories listed
above.
Other than Murray Holdaway (co-founder), no
director has been a director of Vista Group for a
period of 12 years or more.
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 operations, and delegating certain
responsibilities to the CEO and GSLT. The Board
is committed to long-term shareholder value and
safeguarding the highest standards of governance,
corporate behaviour, and accountability.
The Board’s responsibilities are set out in the Board
Charter and include:
Strategy and planning
• Selecting and, if necessary, replacing the CEO;
• Ensuring adequate management and a
satisfactory plan for management succession
is in place;
• Reviewing and approving strategic, business and
financial plans prepared by the GSLT;
• Reviewing and approving material transactions
and investment and divestment decisions; and
• Approving and overseeing the administration of
the technology development strategy.
Financial performance and integrity
• Monitoring Vista Group’s performance against its
approved strategic, business and financial plans
and overseeing operating results.
Code of ethics
• Ensuring Vista Group, the Board and the GSLT’s
behaviour is in compliance with the Code of
Ethics, the constitution, any applicable laws and
regulations, NZX Listing Rules, and any relevant
auditing and accounting principles; and
• Implementing and reviewing the Code of Ethics
to foster high standards of ethical conduct and
holding 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 the Board
Charter and Delegated Financial Authority Manual.
The CEO and GSLT are responsible for:
• developing and recommending strategies to the
Board;
• managing and implementing Board approved
strategies;
• formulating and implementing management
policies and reporting procedures;
• making decisions in line with the Delegated
Financial Authority Manual;
• managing business risk and implementing the
Board approved risk management framework;
and
• the day-to-day leadership and management of
Vista Group.
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 regarding Vista Group's
remuneration framework are contained in the
Remuneration Report.
56Corporate governance • 57

Selection, nomination and appointment
No new directors were appointed during the 2024
financial year.
The Board undertakes appropriate checks before
appointing a director or putting forward any
candidate for election as a director. This includes
the assessment of the existing and desirable skills
of the Board, taking into account the Board skills
matrix to identify skills that would be required
in order to contribute to the long-term strategic
direction of Vista Group. The Board also ensures
constitutional requirements are met, and that
relevant independence criteria set by the NZX
Listing Rules and the NZX Corporate Governance
Code are satisfied.
Governance at Vista Group
Training and development
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 2024 Vista Group held
3 Director Education Sessions.
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 duties as directors of Vista Group.
All the directors attended the ASM held on 21 May 2024. Each Committee Charter provides that
employees and Executive Directors can only attend Committee meetings at the invitation of the Chair of
the relevant Committee.
Non-Executive Directors have a standing invite to all Committee meetings.
2024 governance calendar and attendance
Vista Group’s 2024 governance calendar is set out in the table below:
ARCNRC
Director
BOARD
ATTENDANCEBOARD
BOARD
SUB-COMMITTEE
NEW
SHAREHOLDER
COMMITTEE
COMMITTEE
MEMBER
PRESENT
NON-COMMITTEE
MEMBER
PRESENT
COMMITTEE
MEMBER
PRESENT
NON-COMMITTEE
MEMBER
PRESENT
Susan Peterson100%2012365
Claudia Batten100%2065
Murray Holdaway100%2065
James Miller100%2022265
Cris Nicolli100%20165
Kirk Senior100%2065
DirectorJANFEBMARAPRM AYJUNJULAUGSEPOCTNOVDEC
Board12133122221
Board Sub-Committee11
ARC111111
NRC11111
ASM1
During 2024, the Board held 20 meetings, and a New Shareholder Committee was constituted and held 23
meetings. This significant increase in the time commitment of directors was required to ensure the interests
of all shareholders were appropriately managed during a period of change in Vista Group's share register. By
way of comparison, in 2023 the Board held only 11 meetings. Details regarding the directors' attendance at
meetings in 2024 is set out in the table below:
58Corporate governance • 59

Reviewing performance
The performance of the directors (individually and collectively) and the effectiveness of Board processes and
committees are regularly evaluated through various methods, including questionnaires, Board discussions,
and evaluations at the end of each Board meeting. A performance review led by the Chair was carried out
during the reporting year, with the next review scheduled for 2025.
Tenure
Vista Group notifies shareholders annually 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.
Vista Group has an established Board succession process, led by the Chair of the NRC, to manage the
refreshment of the Board, evaluation of independent director candidates, and Chair succession. During
2024, the Chair of the NRC commenced a Board succession process which was necessarily paused in
response to the special meeting requisitioned in October 2024. This process was recommenced following
the withdrawal of that special meeting.
Board committees
The Board has two standing committees:
the ARC and the NRC. The members of those
committees are:
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.
Each committee focuses on specific areas
of governance, strengthening 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 regularly assesses the need for
additional ad hoc committees. Additional
temporary committees are established from
time to time, including as required to provide
governance oversight on short-term projects.
In May 2024, Admetus Capital Limited (Potentia)
acquired a 19.9% stake in Vista Group. A New
Shareholder Committee was created, consisting
of the Chair and ARC Chair, to engage with Potentia
on behalf of the Board, respond to proposals
presented by Potentia, and communicate with
Vista Group's other shareholders.
Other than the New Shareholder Committee,
the Board has determined that no further standing
committees are required.
Committee charters
Each standing committee operates under a written
charter approved by the Board and reviewed as
required at least every two years. These charters are
available at vistagroup.co.nz/investor-centre.
Directors’ shareholdings in
Vista Group
The Board encourages the directors’ interests to
closely align with those of shareholders and with
Vista Group’s strategic aims. To strengthen this
alignment, the Board encourages directors to hold
shares in Vista Group, with the final determination
left to the personal circumstances of individual
directors. Further details of directors’ shareholdings
in Vista Group are set out under Directors’
Disclosures on page 72.
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 is accountable
to the Board, through the Chair, on all governance
matters.
DIRECTOR | APPOINTED2003 (CO-FOUNDER)2014 (IPO)2015201620172018201920202021202220232024
Murray Holdaway
06 Aug 2003
Kirk Senior

03 Jun 2014
Susan Peterson

03 Jun 2014
Cris Nicolli

17 Feb 2017
Claudia Batten

01 Jan 2021
James Miller

31 Aug 2021
3.3 yrs
21.4 yrs (co-founder)
10.6 yrs (since IPO)
10.6 yrs (since IPO)
7.9 yrs
4.0 yrs
Governance at Vista Group
60Corporate governance • 61

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
will rotate its key audit partner in the 2025 financial
year, with Troy Florence being replaced by
Jonathan Kirby. Vista Group’s key audit partner
in 2024, Troy Florence, attended Vista Group’s
2024 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
2024 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 has not been 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 Board Charter
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;
• 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 obtain
approval from the ARC Chair before any non-audit
services may be provided by the external audit firm.
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 the external
audit firm's 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
to determine whether any market announcement
is required.
The external auditor’s report to shareholders on
page 125 discloses all non-audit services and any
other relevant independence considerations.
Assurance and managing risk 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 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 2024 financial statements.
62Corporate governance • 63

Vista Group's values
Vista Group values and respects the diverse contributions, ideas and experiences of its global workforce.
Vista Group prohibits and will not tolerate discrimination based on age, ethnic origin, marital status,
religion, gender identity, sexual orientation or social origin.
During the year, Vista Group made the following progress against our objectives:
OBJECTIVE ADDITIONAL INFORMATION
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 representation (across
all employees by 2030)
Women comprised 33% of all new hires in 2024, with the proportion of women new
hires increasing to 41% at the early career level (interns and graduates). With the
proportion of female leavers at 38%, Vista Group’s overall gender representation
slipped one percentage point to 29% female representation.
Vista Group remains committed to this objective through strengthened efforts in this
area, specifically in both attracting and retaining our female talent.
Report on a full Gender Pay Gap
analysis annually and actions
undertaking to minimise the gap
A comprehensive global Gender Pay Gap analysis was completed during 2024, which
compared the median hourly rates and variable pay of men and women (details are
provided on page 33).
At 31 December 2024 Vista Group’s global gender pay gap was 9.5%. 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 keep lowering 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+
In 2024, Vista Group established a global council to capture diverse perspectives
and champion DEI initiatives. This council has contributed to the development and
promotion of inclusive work practices, education and awareness raising across the
business.
We continue to celebrate key cultural events around the world, reflecting both our
global reach as well as the representation of our people.
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 areas of focus.
2025 objectives:
Vista Group remains committed to its values including maintaining our inclusive culture.
Vista Group’s key objectives in 2025 are to:
• ensure there is a minimum of two females on the Board at all times;
• create a roadmap to ensure progress against our aspiration of 40:40:20 gender representation by 2030;
and
• maintain an inclusive culture and work environment with a focus on ensuring women, ethnic minorities
and those who identify as LGBTQI+ feel safe and able to bring their whole self to work.
See page 33 for disclosure regarding the gender representation at 31 December 2024.
The ARC is responsible for oversight of the Risk
Management Framework, monitoring and reporting
to the Board on the adequacy of Vista Group’s risk
management and internal control processes and
recommending to the Board any areas of focus. The
CEO is responsible for Vista Group’s compliance
with the risk management framework by ensuring
Vista Group maintains processes to manage
material risks, and promoting a culture of good risk
practices across Vista Group’s operations.
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 conducted by the GSLT and
senior management annually in accordance with
Vista Group’s Risk Management Policy.
This assessment includes identification of material
risks. The risks are assessed against Vista Group’s
risk matrix, based on the consequence of impact
and the likelihood of occurrence, and consideration
of controls and mitigations measures 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
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.
64Corporate governance • 65

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 wellbeing programmes to support our people
• 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
• The 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 NRC through the People & Culture
report
• Succession planning for senior leadership and critical roles
• Leadership development and mentoring programme
• A focus on the 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 and approval of the annual budget and the
capital allocation policy
• Long-term forecasting through the financial strategic plan
• Maintain a strong relationship with 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
information security
• Vista Group’s external Data Protection Officer provides
support and independent assurance
• Awareness training on data privacy and security
• SOC 2 Type 1 attestation report 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.
PERFORMANCE DOES NOT MEET MARKET
EXPECTATIONS
Vista Group’s performance may not meet internal or
market expectations, which could result in a decline in
investor confidence, an increased cost of capital, and/or a
decrease in revenue and profitability.
• Regular review and update of market forecasts and business
strategy
• Communication of strategy and governance through Investor
Days and governance roadshows
• Continuous disclosure policy to ensure ongoing
communication of material information to the market
• Product roadmap is client-led and regularly reviewed.
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
• Using external parties for independent testing
• Continuous monitoring of platforms
• Incident management and response process
• Business continuity and disaster recovery plans
• Data hosted in Microsoft Azure & Amazon Web Services data
centres
• Enterprise grade security tools and applications
• SOC 2 Type 1 attestation achieved for Vista Cloud and a

SOC 2 Type 2 audit is in progress
• SOC 2 Type 1 attestation in progress for Movio Cinema EQ.
ADVERSE GLOBAL EVENTS
Vista Group’s global footprint 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 ARC of climate initiatives
• Board approved climate-related disclosures
• Risk management framework and continuous improvement
• Carbon emissions measurement and assurance programme.
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
• Monitoring of exhibition, box office and client industry trends
• Monitoring of box office projections and review of SaaS pricing
models.
COMPETITION AND DISRUPTIVE TECHNOLOGIES
Emerging competition and disruptive technologies,
including AI, may undermine Vista Group’s market position,
leading to a loss of competitive advantage, market share
and impact financial performance.
• Establishment of strategic partnerships that enhance our value
proposition
• Ongoing monitoring and analysis of our competitor landscape.
66Corporate governance • 67

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 market announcement platforms,
at the ASM, Investor Days and Governance
Roadshows, in its Annual and Interim Reports, and
investor 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 page
on its website (vistagroup.co.nz/investor-centre)
includes a comprehensive set of investor-related
information and data including releases on the NZX
and ASX market announcement platforms, Annual
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,
CEO, GSLT and auditor, including as follows:
• Vista Group takes into consideration the
geographical spread of its shareholders and
carefully plans the timing and format of its ASM
to allow as many shareholders as possible to
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 2024 ASM was held on 21 May
2024 and took place in a hybrid format (in person
and online). The Notice of Meeting for the 2024
ASM was released on the NZX and ASX market
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 2025 ASM will be held on 21 May
2025 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,
MUFG Pension & Market Services, 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 market 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,
GSLT, 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.
The directors, CEO and 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.
68Corporate governance • 69

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 2024 are set out in the table below:
NAME OF DIRECTORENTITYNATURE OF GENERAL DISCLOSURE
Susan Peterson
Mercury NZ Limited (NZX & ASX: MCY)Non-Executive Director
Xero Limited (ASX: XRO)Non-Executive Director
Craigs Investment PartnersNon-Executive Director
Peterson Mellsop Family TrustTrustee
Claudia Batten Air New Zealand Limited (NZX: AIR)Non-Executive Director
Serko Limited (NZX: SKO)Non-Executive Chair
Michael Hill International Limited (NZX/ASX: MHJ) Non-Executive Director
Murray Holdaway Kaha Software LimitedDirector
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
Senior Family Super Fund Pty LimitedDirector
Kirk Senior Family TrustTrustee
70Corporate governance • 71

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 28 January
2025 is set out in the table below:
DIRECTOR
NUMBER OF VISTA
GROUP SHARES
% OF SHARES
ON ISSUE
Susan Peterson 122,271 0.051%
Claudia Batten – –
Murray Holdaway 6,786,000 2.855%
James Miller 74,500 0.031%
Cris Nicolli 87,152 0.037%
Kirk Senior 611,936 0.257%
Directors’ Vista Group share dealings
On 6 March 2024, Kirk Senior notified the Board
under section 148 of the Companies Act 1993 of the
sale of 250,000 ordinary shares in Vista Group for
Australian superannuation and taxation planning
purposes. Other than this, during 2024, there were
no disclosures required to be made in accordance
with section 148 of the Companies Act 1993 or
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 2024.
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 2024.
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; and
• 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 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.
A copy of Vista Group's Takeover Response Policy,
that provides a summary of Vista Group's response
to a potential change of control under Vista Group's
Takeover Manual is available at vistagroup.co.nz/
investor-centre.
Vista Group has established relationships with
appropriate professional advisers to support Vista
Group and the Board through any change of control
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 our cloud-
based platform, however with free cash flow positive
achieved in the second half of 2024 the Board
has approved a refreshed dividend policy which
is available at vistagroup.co.nz/investor-centre.
However, no dividend has been approved in respect
to the 2024 financial year.
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 2024
was $0.00673185 (2023: $0.00550281).
Donations and lobbying
Vista Group made donations of $25,039 during the
2024 financial year (2023: $21,000).
Vista Group does not make donations to political
parties and has not made any donations to a
political party during the year ended 31 December
2024.
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 2024.
Modern slavery and human trafficking
statement
Vista Group has published a statement setting out
the steps it has taken during the 2024 financial year,
and the actions it will take during the 2025 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 2024 are listed in the table set out
at page 122.
72Corporate governance • 73

Twenty largest shareholders
Vista Group’s 20 largest shareholders and their shareholdings at 28 January 2025 are set out in the table
below:
RANKREGISTERNAME OF TOP 20 SHAREHOLDERS
NUMBER OF
SHARES
% OF
ISSUED
SHARES
1AUSAdmetus Capital Limited47,370,47419.93%
2NZLTea Custodians Limited39,471,65616.61%
3NZLBnp Paribas Nominees NZ Limited BPSS4013,742,7565.78%
4AUSJ P Morgan Nominees Australia Pty Limited11,382,3184.79%
5NZLHSBC Nominees (New Zealand) Limited11,271,9034.74%
6AUSCiticorp Nominees Pty Limited11,131,1814.68%
7NZLAccident Compensation Corporation10,015,9364.21%
8NZLCustodial Services Limited9,273,5683.90%
9NZLMurray Lawrence Holdaway & Helen Rachel Geary & Stephen John Mcdonald6,786,0002.86%
10NZLBrian John Cadzow & Julie Ann Cadzow & Peter Allen Lewis6,199,0652.61%
11NZLNew Zealand Superannuation Fund Nominees Limited5,058,6312.13%
12NZLNew Zealand Depository Nominee4,765,0572.00%
13AUSMirrabooka Investments Limited4,102,4261.73%
14NZLJPMORGAN Chase Bank3,904,0021.64%
15AUSHSBC Custody Nominees (Australia) Limited3,518,4501.48%
16NZLMMC Limited3,397,1261.43%
17NZLForsyth Barr Custodians Limited3,226,1891.36%
18AUSNational Nominees Limited3,171,4781.33%
19NZLBruce Alexander Wighton & Marianne Bachler & Wighton Bachler Trustee Limited2,985,9951.26%
20NZLCitibank Nominees (NZ) Ltd2,733,1971.15%
Total of top 20 shareholders203,507,40885.62%
Total shares on issue 237,676,202100.00%
Shareholder information
Analysis of shareholdings at 28 January 2025
SIZE OF HOLDING NUMBER OF HOLDERS NUMBER OF SHARES HOLDING QUANTITY %
1 to 1,000830400,6540.17%
1,001 to 5,0009472,482,2451.04%
5,001 to 10,0003292,475,6641.04%
10,001 to 50,0002916,007,3282.53%
50,001 to 100,000503,441,2351.45%
> 100,00056222,869,07693.77%
To t a l 2,503237,676,202100.00%
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 2024 in respect of the number
of voting securities set opposite their names:
NAME OF SUBSTANTIAL PRODUCT HOLDERNUMBER OF SHARES % OF ISSUED SHARES DATE OF DISCLOSURE ON NZX
Admetus Capital Limited47,370,47419.93%27/05/2024
Fisher Funds Management Limited34,805,33214.64% 10/03/2022
FIL Limited22,875,5319.62%21/10/2024
Harbour Asset Management Limited15,779,6146.64%08/07/2024
74Corporate governance • 75

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 MUFG Pension &
Market Services (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, MUFG Pension & Market Services.
Shareholders can contact MUFG Pension & Market
Services using the contact details included in
the Directory.
Information for shareholders
76Corporate governance • 77

NZX Corporate Governance Code
PRINCIPLE / RECOMMENDATIONSECTION TITLELOCATION
PRINCIPLE 1 – ETHICAL STANDARDS
1.1 Code of ethicsVista Group's Code of EthicsPage 57
The Code of Ethics is available at
vistagroup.co.nz/investor-centre.
1.2 Financial product dealing policy
The Share Trading Policy is available at
vistagroup.co.nz/investor-centre.
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE
2.1 Board charterVista Group's Board - ResponsibilitiesPage 57
The Board Charter is available at

vistagroup.co.nz/investor-centre.
2.2 Board appointment and nominationSelection, nomination and appointmentPage 58
2.3 Director agreementsSelection, nomination and appointmentPage 58
2.4
(a) Director profiles, tenure and
ownership interests
Board composition and characteristics
Board skills matrix
Director's Vista Group Shareholdings
Page 52
Page 54
Page 72
(b) Director meeting attendance2024 governance calendar and
attendance
Page 59
(c) Director independenceIndependence and conflictsPage 56
2.5 Diversity policyVista Group's values
Page 64
The Diversity & Inclusion Policy is available
at vistagroup.co.nz/investor-centre.
2.6 Director trainingTraining and development Page 58
2.7 Director performanceReviewing performancePage 60
2.8 Majority independent directorsIndependence and conflictsPage 56
2.9 Independent chairIndependence and conflictsPage 56
2.10 Chair / CEO separationIndependence and conflictsPage 56
PRINCIPLE 3 – BOARD COMMITTEE
3.1 Audit committee Board committees
Committee charters
Page 61
The ARC Charter is available at

vistagroup.co.nz/investor-centre.
3.2 Attendance at audit committee by
employees by invitation
2024 governance calendar and
attendance
Page 59
3.3 Remuneration committee Board committees
Committee charters
Page 61
The NRC Charter is available at

vistagroup.co.nz/investor-centre.
3.4 Nomination committee Board committees
Committee charters
Page 61
The NRC Charter is available 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 61 of this report for a full
explanation of this exception.
3.5 Other standing committees Board committees
2024 governance calendar and
attendance
Page 61
Page 59
3.6 Change of control protocolTakeover protocolPage 73
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 80 – 124.
4.4 Non-financial disclosure
The latest Group Climate Statement is available at
vistagroup.co.nz/investor-centre.
PRINCIPLE 5 – REMUNERATION
5.1 Director remuneration policy2024 director remunerationPage 51
The Directors Remuneration Policy is
available at

vistagroup.co.nz/investor-centre.
5.2 Executive remuneration policyVista Group Remuneration PolicyPage 40
5.3 CEO remunerationBreakdown of CEO pay for performance
(2024)
CEO remuneration arrangements and
outcomes
Page 45

Page 46
PRINCIPLE 6 – RISK MANAGEMENT
6.1 Risk managementRisk managementPage 65
The Risk & Compliance Framework
Summary is available at

vistagroup.co.nz/investor-centre.
6.2 Health and safety risksRisk management
Stronger together
Page 65
Page 32
PRINCIPLE 7 – AUDITORS
7.1 Audit frameworkExternal audit policyPage 62
The External Audit Policy set out in the
Board Charter which is available at

vistagroup.co.nz/investor-centre.
7.2 External auditor attends annual
meeting
Audit plan and role of the external auditorPage 62
7.3 Internal auditAudit conflict safeguard and resolution
process
Page 62
PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS
8.1 Investor websiteInvestor CentrePage 68
Available at

vistagroup.co.nz/investor-centre.
8.2 Shareholder communicationsElectronic communicationsPage 69
8.3 Right to voteRights and privilegesPage 76
8.4 Pro rata offers N/A during the reporting period
8.5 Notice of meeting Annual Shareholders’ Meetings Page 68
78Corporate governance • 79

Financial statements
Directors’ report
The Board of Directors present the financial
statements of Vista Group for the year ended
31 December 2024 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 Practice
(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 2024
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 2025.
James Miller
Chair, ARC
Susan Peterson
Chair
80Financial statements • 81

Income statement
For the year ended 31 December 2024

20242023
CONTINUING OPERATIONSSECTIONNZ$mNZ$m
Total revenue2.1, 2.2150.0 143.0
Cost to serve2.3(60.3)(53.3)
Gross profit89.7 89.7
Sales and marketing costs2.3(9.8)(15.3)
Research and development costs2.3(27.7)(28.4)
Contribution margin
1
52.2 46.0
General and administration costs2.3(28.9)(32.8)
Foreign currency (losses) / gains2.3(1.7)0.1
EBITDA
2
2.221.6 13.3
Amortisation4.4(14.0)(13.0)
Depreciation4.2, 4.6(5.8)(6.9)
Finance costs(2.8)(2.7)
Finance income0.4 1.0
Other gains and losses2.32.4 (9.2)
Profit / (loss) before tax 1.8 (17.5)
Taxation (expense) / benefit5.1(2.4)3.9
Loss for the year (0.6)(13.6)
Loss for the year is attributable to:
Owners of the parent(1.0)(13.9)
Non-controlling interests0.4 0.3
Loss for the year (0.6)(13.6)
 
Basic and diluted earnings per share (dollars)6.2($0.00)($0.06)
1 Contribution margin is a non-GAAP measure which is calculated as total revenue, less cost to serve, sales & marketing costs, and research & development costs. It is the profit
measure that the Chief Operating Decision Maker (CODM) and Board use to monitor operating segment performance.
2 EBITDA is a non-GAAP measure which is defined as earnings before net finance costs, income tax, depreciation, amortisation, and “other gains & losses” (see section 2.3)
Statement of other comprehensive income
For the year ended 31 December 2024

20242023
SECTIONNZ$mNZ$m
Items that may be reclassified subsequently to the income statement
1

Translation of foreign operations6.8 0.7
Items that will not be reclassified to the income statement
Excess income tax benefit / (expense) on share-based payments5.20.6 (0.2)
Total other comprehensive income 7.4 0.5
Loss for the year(0.6)(13.6)
Total comprehensive income / (loss) for the year 6.8 (13.1)
Total comprehensive income / (loss) for the year is attributable to:
Owners of the parent6.2 (13.4)
Non-controlling interests0.6 0.3
Total comprehensive income / (loss) for the year 6.8 (13.1)
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.
82Financial statements • 83

Statement of changes in equity
For the year ended 31 December 2024
2024SECTION
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 2024140.5 (12.0)4.5 2.8 135.8 1.5 137.3
Total comprehensive income movement:
Loss for the year-(1.0)--(1.0)0.4 (0.6)
Other comprehensive income
1
0.6 -6.6 -7.2 0.2 7.4
Total comprehensive income / (loss)0.6 (1.0)6.6 -6.2 0.6 6.8
Transactions with owners:

Share-based payments6.1, 6.52.3 --(0.5)1.8 -1.8
Balance at 31 December 2024143.4 (13.0)11.1 2.3 143.8 2.1 145.9
2023
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
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 2024

20242023
SECTIONNZ$mNZ$m
CURRENT ASSETS
Cash21.828.5
Trade and other receivables4.141.038.4
Contract assets4.16.94.1
Net investment in sublease4.70.6-
Income tax receivable 0.10.4
Total current assets 70.471.4
NON-CURRENT ASSETS 
Contract assets4.11.50.5
Property, plant and equipment4.22.13.2
Lease assets4.65.68.7
Net investment in sublease4.70.4-
Goodwill4.361.257.7
Other intangible assets4.459.054.8
Deferred tax asset5.224.124.1
Total non-current assets 153.9149.0
Total assets 224.3220.4
CURRENT LIABILITIES 
Borrowings3.21.01.0
Trade and other payables4.522.222.3
Lease liabilities4.66.45.5
Deferred revenue4.825.826.7
Provisions4.90.31.2
Contingent consideration4.10-0.5
Income tax payable 0.30.1
Total current liabilities 56.057.3
NON-CURRENT LIABILITIES 
Borrowings3.219.717.6
Lease liabilities4.62.47.0
Deferred revenue4.80.10.5
Provisions4.90.20.1
Deferred tax liability5.2-0.6
Total non-current liabilities 22.425.8
Total liabilities78.483.1
Net assets 145.9137.3
EQUITY 
Contributed equity6.1143.4140.5
Retained earnings(13.0)(12.0)
Foreign currency reserve6.411.14.5
Share-based payment reserve
6.52.32.8
Total equity attributable to owners of the parent143.8135.8
Non-controlling interests2.11.5
Total equity 145.9137.3
For, and on behalf of, the Board who approved these

financial statements for issue on 27 February 2025.
Susan Peterson

Chair
James Miller

Chair, ARC
The above statement should be read in conjunction with the accompanying notes.
The above statement should be read in conjunction with the accompanying notes.
84Financial statements • 85

Statement of cashflows
For the year ended 31 December 2024
20242023
SECTIONNZ$mNZ$m
CASHFLOWS FROM OPERATING ACTIVITIES 
Receipts from clients150.0149.2
Payments to suppliers and employees(130.1)(132.8)
Exceptional items2.3(0.8)(5.0)
Taxes (paid) / received(0.4)0.1
Interest paid(1.9)(2.5)
Net cash inflow from operating activities3.116.89.0

CASHFLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment4.2(0.5)(0.8)
Purchase of internally generated software and other intangibles4.4(17.6)(19.5)
Interest received0.61.1
Contingent consideration paid4.10(0.5)(1.3)
Net cash applied to investing activities (18.0)(20.5)
CASHFLOWS FROM FINANCING ACTIVITIES
Lease payments - principal elements4.6(6.0)(5.3)
Loan drawdown - ASB revolving credit & overdraft facilities3.21.8-
Loan repayment - ASB revolving credit & overdraft facilities3.2(1.9)-
Loan drawdown - RDTI loan3.20.20.5
Loan repayment - related party loans3.2(0.2)(0.1)
Dividends paid to non-controlling interests-(0.8)
Net cash applied to financing activities (6.1)(5.7)
Net decrease in cash (7.3)(17.2)
Cash at beginning of year28.546.0
Foreign exchange differences0.6(0.3)
Cash at year end 21.828.5
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.
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 Expected credit loss (ECL) provisioning
Section 4.3 Impairment testing of goodwill
Section 4.4 Capitalisation of development costs
Section 5.2 Recognition of deferred tax assets
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 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 2025.
The above statement should be read in conjunction with the accompanying notes.
86Notes to the financial statements • 87

1.2 Summary of material accounting policies
Basis of preparation
The financial statements of Vista Group have been prepared in accordance with 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.
Basis of consolidation
Vista Group’s financial statements consolidate those of the Company and its subsidiaries as at 31 December 2024. 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 2023 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
2024 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 2024 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
20242023
NZ$m%NZ$m%
SaaS revenue55.7 45.9
Non-SaaS revenue78.9 78.1
Recurring revenue134.6 90%124.0 87%
Perpetual software3.5 4.5
Hardware2.0 3.7
Services & development - one off9.6 10.2
Other revenue0.3 0.6
Non-recurring revenue15.4 10%19.0 13%
Total revenue
1
150.0 100%143.0 100%
1 No individual client exceeded 10% of revenue in either the current or prior comparative year.
Non-GAAP financial measures
Vista Group’s CODM (being Vista Group’s CEO) and Board use the following non-GAAP financial measures to evaluate the financial
performance of Vista Group and its reporting segments:
• Recurring and Non-Recurring Revenues: 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.
• Contribution Margin: closely correlates to the operating cashflows of each reporting segment that the business leads can control.
It is calculated as total revenue, less cost to serve, sales & marketing costs, and research & development costs. It is the profit
measure that the CODM and Board use to monitor operating segment performance.
• EBITDA: closely correlates to Vista Group’s operating cash flow, and therefore is considered useful to investors. It is defined as
earnings before net finance costs, income tax, depreciation, amortisation, and “other gains and losses” (see section 2.3).
• Cash EBITDA: closely correlates to free cash flow, and therefore is considered useful to investors. It is defined as EBITDA plus
share-based payments expense (an IFRS-based non-cash expense), less capitalised development costs and lease payments.
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. See section 2.2 for reconciliations of Contribution Margin,
EBITDA and Cash EBITDA.
88Notes to the financial statements • 89

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
Cinema segment
recurring
subscriptions
– platform fee
CinemaA subscription for the
right to access Vista
or Movio cloud-hosted
software.
Over time
Benefits are
simultaneously received
and consumed; revenue
is recognised over the
contract term.
Cinema segment

recurring
subscriptions
– variable fee
CinemaVariable revenue based
on the number of tickets
sold, number of active
members managed,
or the number of
promotional messages
sent during a given
period.
Point in time
Variable fees are
recognised at the end
of each month once
usage-based quantities
are known.
Cinema segment

– implementation fee
CinemaFees associated to the
implementation of Vista
or Movio software.
Over time
Revenue is recognised
over the contract term
as the implementation
services are not distinct
from the software.
Maccs

– platform fee
FilmA 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

– variable fee
FilmVariable revenue based
on the use of Maccs
platforms, including
Maccs Box, DCHub and
Theatrical Distribution
Services.
Point in time
Variable fees are
recognised at the end
of each month once
usage-based quantities
are known.
Numero

- platform fee
FilmA 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.
Movio Research

– platform fee
FilmA subscription for the
right to access the
Movio Research cloud-
hosted data, marketing
and analytics platform.
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
CinemaA 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.
Maintenance feesCinema & FilmBasic support and
any enhancements
or upgrades to the
software.
Over time
Benefits are
simultaneously received
and consumed; revenue
is recognised over the
maintenance term.
Services & development

- recurring fees
Cinema & FilmAnnually committed
bespoke development
of software.
Over time
Recognised when the
service or development is
complete or on a stage of
completion basis.
Powster Showtimes

- platform fee
FilmWebsite 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 softwareCinema & FilmPerpetual ERP software
license targeted at larger
cinema circuits.
Point in time
Recognised when
the software is made
available to the client.
Powster digital creative
development
FilmDigital creative
marketing platforms
targeted at the
entertainment industry.
Point in time
Recognised when the
development has been
delivered to the client.
Services & development

- one off fees
Cinema & FilmFees charged for one off
value-add services and
bespoke development of
software.
Over time
Recognised on a stage of
completion basis.
Hardware salesCinemaRevenue from the one
off sale of hardware.
Point in time
Recognised at a point in
time when delivery has
been made.
90Notes to the financial statements • 91