Notice of Annual Meeting

Notice of Annual Meeting of Shareholders | 2025
Vista Group

ITEMS OF BUSINESS
• Chair’s introduction and address
• CEO’s address
• Resolutions
• General business and shareholder discussion
RESOLUTIONS
To consider, and if thought fit, to pass the following ordinary resolutions:
Resolution 1
That the Board is authorised to fix the fees and expenses of PricewaterhouseCoopers as auditor
for the ensuing year.
Resolution 2
That James Miller be re-elected as a Director of Vista Group.
Resolution 3
That Cristiano (Cris) Nicolli be re-elected as a Director of Vista Group.
Resolution 4
That the maximum aggregate annual remuneration payable to non-executive Directors
be increased by $265,000, from $725,000 to $990,000 (plus GST as appropriate),
for six Directors.
All Resolutions have the unanimous support of the Board.
Further information relating to these Resolutions is set out in the Explanatory Notes
accompanying this Notice of Meeting. Please read and consider the Resolutions together
with the Explanatory Notes.
By order of the Board of Directors.
Susan Peterson
Chair of the Board
Vista Group International Limited
17
th
April 2025
Notice of 2025 Annual Meeting of Shareholders
Dear Shareholders,
Notice is given that the Annual Meeting of Shareholders of Vista Group International
Limited (Vista Group) will be held at the offices of MUFG Pension & Market Services
at Level 30, PwC Tower, 15 Customs Street West, Auckland and online at
www.virtualmeeting.co.nz/vgl25 on Wednesday, 21 May 2025 commencing at 3:00pm.

2025 Notice of annual meeting of shareholders | 3
Explanatory Notes
RESOLUTIONS 2 AND 3: RE-ELECTION OF
DIRECTORS
In accordance with NZX Listing Rule 2.7.1, existing
Directors James Miller and Cristiano (Cris) Nicolli
each retire by rotation and, being eligible, offer
themselves for re-election. The Board (other than
James Miller and Cris Nicolli with respect of their
own re-election) unanimously recommends that you
vote in favour of the re-election of James Miller and
Cris Nicolli as Directors. The Board supports their
re-election as it considers their respective experience
and expertise continue to contribute to the overall mix
of functional and strategic competencies required by
Vista Group.
Kirk Senior will also retire as a Director at the
Meeting. Kirk Senior has notified the Board that he will
not stand for re-election at the Annual Meeting to be
held on 21 May 2025, but will instead retire with effect
from the conclusion of the Annual Meeting. The Board
is continuing to progress with its succession plan and
will inform shareholders as soon as possible once that
process has been completed.
For the purposes of the NZX Listing Rules and the
NZX Corporate Governance Code, in the Board’s
view:
• if James Miller is re-elected as Director, he will
qualify as an Independent Director; and
• if Cris Nicolli is re-elected as Director, he will
qualify as an Independent Director.
RESOLUTION 1: APPOINTMENT OF AUDITORS
AND AUDITORS’ REMUNERATION
Pursuant to section 207T of the Companies Act
1993, PricewaterhouseCoopers is automatically
re-appointed as the auditors of Vista Group at the
Annual Meeting. Shareholders are being asked to
resolve to authorise the Board to fix the remuneration
of PricewaterhouseCoopers as the auditors of Vista
Group for the 2025 financial year.

2025 Notice of annual meeting of shareholders | 4
Brief biographical details of James Miller and Cris Nicolli are set out below:
James Miller (BCom, FCA)
James Miller is an independent non-executive
Director of Vista Group, and is Chair of Vista Group’s
Audit and Risk Committee.
James has extensive listed company experience and is
regarded as one of New Zealand’s most experienced
Chairs of listed company Audit and Risk Committees.
In addition to his role with Vista Group, James is
the non-executive Chair of Channel Infrastructure
NZ (NZX:CHI) and a non-executive Director of both
Mercury NZ (NZX:MCY) and Ryman Healthcare
(NZX:RYM). James is currently Chair of the Audit and
Risk Committee for Mercury NZ. James will retire
from the Board of Mercury in September 2025, and
has not yet confirmed the date when he will join the
Board of Fletcher Building (NZX & ASX:FBU).
James has previously held Board positions
with Auckland International Airport (NZX:AIA),
the Financial Markets Authority and Accident
Compensation Corporation (ACC), and was previously
the Chair of the Audit and Risk Committee for
Auckland International Airport and the Chair of the
Investment Committee for ACC.
James is a qualified Chartered Accountant and is
a Fellow of the Institute of Chartered Accountants
of New Zealand, a Certified Securities Analyst
Professional, an accredited Director of the Institute
of Directors New Zealand, a Fellow of the Institute of
Finance Professionals New Zealand and a Chartered
Fellow of the Institute of Directors (CFInstD). James
holds a Bachelor of Commerce from Otago University
and is a graduate of The Advanced Management
Program, Harvard Business School (USA).
Cris Nicolli (BMS, FAICD)
Cris Nicolli is an independent non-executive Director
of Vista Group. Cris is Chair of Vista Group’s
Nominations and Remuneration Committee and a
member of Vista Group’s Audit and Risk Committee.
Cris brings considerable listed company experience,
including as the non-executive Chair of ASX listed
Playside Studios (ASX:PLY) and ReadCloud (ASX:RCL).
Cris has also previously held non-executive Director
roles with both Empired (ASX:EPD) and OtherLevels
Holdings (ASX:OLV).
Cris brings strong expertise in the information
technology industry, together with experience in
growing and building multi-faceted information
technology-based businesses. Cris brings a strong
balance of commercial and governance skills.
Cris started his professional life in finance, and
accounting with roles in New Zealand and the United
Kingdom, before he moved into the information
technology industry where he has held sales, sales
management, marketing, consulting, software and
services leadership positions. These leadership
positions included 20 years in senior management at
Digital/Compaq and 12 years at (at that time ASX-
listed) UXC Limited (five of those years as Chief
Executive Officer and Managing Director).
Cris is a Fellow of the Australian Institute of Company
Directors (FAICD) and a past member of the New
Zealand Society of Accountants.

2025 Notice of annual meeting of shareholders | 5
Explanatory Notes
RESOLUTION 4: DIRECTOR FEE POOL
Vista Group’s shareholders last approved an increase
to the Director fee pool in May 2021. The Director fee
pool has not been reviewed by shareholders since that
date. In light of the challenges faced by Vista Group
as a result of the global pandemic and the actors’ and
writers’ strikes, the Nominations and Remuneration
Committee determined not to recommend any
increase to the Director fee pool until Vista Group’s
performance had sufficiently improved.
The Nominations and Remuneration Committee
reviews non-executive Director fees to ensure that
they are appropriate, and that Vista Group is able to
attract and retain the calibre of Directors required
to continue to successfully execute Vista Group’s
global strategy and deliver value to its shareholders.
This is particularly important to enable the Board to
implement its succession plan.
In March 2025, the Board engaged Guerdon
Associates to undertake a benchmarking exercise and
provide an independent assessment of the appropriate
level of non-executive Director fees. A summary of
the Guerdon Associates Report is available on Vista
Group’s website at www.vistagroup.co.nz/investor-
centre.
The report prepared by Guerdon Associates
benchmarked Vista Group’s Director fee pool
and Director fees for each role against NZX-listed
and ASX-listed companies, predominantly in the
information technology sector, sharing similar
characteristics to those of Vista Group, including
having a similar size, scope of operations and
complexity, international footprint, and growth rate,
to Vista Group. A list of the companies included by
Guerdon Associates in this comparator group is set
out in Table 1 of the Guerdon Associates Report.
The Guerdon Associates Report demonstrated that:
• the aggregate Director fees currently paid to Vista
Group’s Directors is positioned at the 25
th
percentile
of the comparator group;
• the Director fee pool is positioned below the 25
th

percentile of the comparator group;
• the Chair fee is positioned below the 25
th
percentile
of the comparator group;
• the non-executive Director fee is positioned below
the 25
th
percentile of the comparator group; and
• Vista Group’s market capitalisation is positioned at
the 42nd percentile of the comparator group.
Accordingly, the Board is requesting that
shareholders approve an increase in the Director
fee pool to align Vista Group’s Director fee pool
with the 40
th
percentile of the comparator group.
The requested increase would take the Director fee
pool from $725,000 to $990,000 per annum (plus
GST as appropriate) for six Directors, an increase of
$265,000. A table including Vista Group’s Director fee
pool and Director fees per role relative to the median
of the comparator group is set out in the Appendix to
this Notice of Meeting.
Current Director fee pool
Fees paid to Vista Group’s non-executive Directors for
the year ended 31 December 2024 totalled $715,000
(plus GST as appropriate). Further details of the
Director fees paid during 2024 are set out on page 51
of Vista Group’s 2024 Annual Report. A breakdown
of the current Director fees per role is set out in the
Appendix to this Notice of Meeting.
Vista Group’s shareholders last approved an increase
to the Director fee pool (to $725,000 (plus GST as
appropriate)) in May 2021. Since 2021:
• The Board has overseen a change of Vista Group’s
strategic plan and its evolution to a SaaS business
model, the change of the Chief Executive, and
the implementation of Vista Group’s business
transformation.

6
Explanatory Notes
• Vista Group’s total revenue has increased by 71%
(from $87.5m to $150m), Vista Group’s EBITDA has
increased by 289% (from $11.4m to $21.6m), and
Vista Group became free cashflow positive for 2H
2024.
1

• Vista Group’s market capitalisation has increased
by ~$400m (~80.5%).
2
• The Director fees paid to: the Chair have increased
by 3% ($5,000); non-executive Directors have
increased by 6% ($5,000); the Committee Chairs
have increased by 33% ($5,000); and the Committee
Members have increased by 20% ($2,000).
Vista Group is a global technology company and it
is critical that the Board is in a position to attract
the calibre of Directors required to continue to
successfully execute Vista Group’s global strategy.
The Board also considers that Vista Group’s continued
momentum and performance and the significant
workload of the Board further supports the proposed
increase.
Independent benchmarking report
The Board is committed to ensuring that Director
fees are set in a manner that is fair, flexible and
transparent. In accordance with the Nominations and
Remuneration Committee’s annual review of Director
fees under Vista Group’s Directors’ Remuneration
Policy, it engaged Guerdon Associates to conduct the
benchmarking exercise and provide an independent
assessment of the appropriate level of Director fees.
Guerdon Associates maintains a database of Director
fees information across the New Zealand and
Australian markets. Using this database, Guerdon
Associates compiled a comparator group of 14 NZX-
listed and ASX-listed companies, predominantly
in the information technology sector, based on the
similarity of size, scope of operations and complexity,
international footprint, and growth rates, to those of
Vista Group.
The comparator group companies and their respective
market capitalisation, revenue and EBITDA, are
included in Table 1 of the Guerdon Associates Report.
Guerdon Associates’ assessment of Vista Group’s
market capitalisation, revenue and EBITDA in the
last financial year relative to the comparator group is
included in Table 2 in the Guerdon Associates Report.
Vista Group’s Director fee pool and total Director fees
relative to those of the comparator group are included
in Table 3 in the Guerdon Associates Report.
Director fees per role
Guerdon Associates also undertook an assessment
of the Director fees paid by Vista Group for each
Director role relative to eight companies in the
comparator group.
3
The Director fees paid by Vista Group for each
Director role relative to the comparator group is set
out in Table 3 of the Guerdon Associates Report, and
demonstrates that the Director fees paid to the Chair
and non-executive Directors are positioned below the
25
th
percentile of the comparator group.
The Guerdon Associates Report notes that the size of
Vista Group relative to the comparator group suggests
a competitive Director fee benchmark positioning
between the 25
th
percentile and 50
th
percentile
(median).
Proposed increase to the Director fee pool
As a result of the Guerdon Associates benchmarking
process and the Board’s recent consultation
with a number of shareholders and shareholder
representative bodies, the Board has determined
to propose an increase to the Director fee pool
to $990,000 (plus GST as appropriate) for six
Directors. This is aligned to the 40
th
percentile of
the comparator group.
In recommending this increase to the Director fee
pool, the Board has considered the experience and
responsibility of the Directors, the size and complexity
of Vista Group’s global operations, the level of
governance and consequent time commitment, relative
to the information provided by Guerdon Associates.


1. Page 24 of Vista Group’s 2020 Annual Report and page 24 of Vista Group’s 2024 Annual Report.
2. Measured from 31 May 2021 to 31 March 2025.
3. For the ‘Director fees per role benchmarking’ in this table, the comparator group comprises Siteminder, Megaport, Nuix, Gentrack Group, Bravura Solutions,
Hansen Technologies, Jumbo Interactive, and Audinate. This excludes peers that do not pay additional fees for committee memberships (i.e. base board fees
include implied component for committee memberships) as a direct comparison to the Vista Group fee structure not possible.

7
Explanatory Notes
The current Director fee pool and Director fees for
each role relative to the median of the comparator
group and the proposed new Director fee pool and
Director fees per role is set out in the Appendix to this
Notice of Meeting.
Should the proposed increase in the Director fee pool
be approved by shareholders, then from 1 June 2025
the non-executive Director fees would be those set out
in the “Proposed new Director fees per annum (NZD)”
column in the Appendix to this Notice of Meeting, and
would result in:
• The Director fee pool aligning with the 40
th

percentile of the comparator group;
• The Director fees paid to the Chair continuing
to be positioned below the 25
th
percentile of the
comparator group;
• The Director fees paid to non-executive Directors
aligning with the 40
th
percentile of the comparator
group; and
• The Director fees paid to the Chairs and Members
of the Audit and Risk Committee and Nominations
and Remuneration Committee remaining
unchanged, positioned above the median of the
comparator group.
The Board is not proposing to lower the Director fees
paid to the Chairs or Members of the Audit and Risk
Committee or the Nominations and Remuneration
Committee to the median of the comparator group.
However, if the proposed increase in the Director fee
pool is approved by shareholders, then the Board
would not increase the Director fees paid to the Chairs
or Members of those committees for a period of at
least 12 months.
The Board is not proposing to reduce the Director fees
paid to the Chair and Members of the Nominations
and Remuneration Committee below those paid to the
Chair and Members of the Audit and Risk Committee.
The Board considers that the relative workloads of
the Chairs and Members of each of those committees
justifies the payment of the equivalent fees.
The Board does not intend to adopt the approach
of applying the Director fee pool toward paying
additional fees for time spent by Directors on
special projects or attendances on any ad hoc Board
committees.
Guerdon Associates analysed the Director fee pool
headroom of the comparator group and found that the
median percentage of headroom of the 14 companies
in the comparator group was 19%. The proposed 14%
headroom is considered by the Board to be prudent.

2025 Notice of annual meeting of shareholders | 8
Important Information
ANNUAL MEETING OF SHAREHOLDERS
Shareholders will be able to attend and participate in
the Annual Meeting in person at the offices of MUFG
Pension & Market Services at Level 30, PwC Tower,
15 Customs Street West, Auckland, and virtually via an
online platform at www.virtualmeeting.co.nz/vgl25.
Shareholders attending and participating in the Annual
Meeting in person will be able to ask questions during
the meeting. A proxy form is enclosed with this Notice
of Meeting which allows you to vote on the Resolutions
in this Notice of Meeting. Please bring this form with
you to the meeting, as the barcode will assist with
your registration. If you are unable to attend the
Annual Meeting, you can also cast an online proxy
vote or appoint a proxy online at:vote.cm.mpms.mufg.
com/VGL.
Shareholders attending and participating in the
Annual Meeting virtually via the online platform will
be able to vote and ask questions during the meeting.
More information regarding virtual attendance at
the Annual Meeting (including how to vote and ask
questions virtually during the meeting) is available
in the Virtual Annual Meeting Online Portal Guide
available at https://mail.cm.mpms.mufg.com/MUFG/
MUFG_VirtualMeetingGuide.pdf. We recommend that
you read that Guide before the Annual Meeting is due
to start.
Voting And Proxies
Shareholders may vote in person at the Annual
Meeting, cast a postal vote (including an online postal
vote), or appoint a proxy (including by way of on
online appointment) to attend the Annual Meeting and
vote in their place. Shareholders should also refer to
the enclosed proxy form for further details in relation
to postal voting and the appointment of a proxy.
A body corporate which is a Shareholder may appoint
a representative to attend on its behalf in the same
manner as that in which it could appoint a proxy.
A proxy need not be a Shareholder of Vista Group.
A Shareholder who wishes to do so may appoint the
Chair of the Meeting to act as proxy.
A proxy will vote as directed in the proxy form or, if
voting is left to the proxy’s discretion, then the proxy
will decide how to vote on the Resolutions. If the Chair
or another Director is appointed as proxy and the
voting is left to the Director’s discretion, each Director
intends to vote in favour of the Resolutions.
To cast a postal or online vote, or appoint a proxy, go
online to vote.cm.mpms.mufg.com/VGL. Alternatively,
you can cast a postal vote or appoint a proxy by
completing and lodging the enclosed proxy form
with Vista Group’s share registrar, MUFG Corporate
Markets, in accordance with the instructions set out
on the form.
If you wish to mail the proxy form to us (to cast a
postal vote or appoint a proxy), then please send it to
our share registrar, MUFG Corporate Markets, using
the postal address stated on the form. Alternatively,
you can scan and email the completed form to
meetings.nz@cm.mpms.mufg.com (please use “Vista
Group Proxy” as the subject of your email).
Please submit your online postal vote or online proxy
appointment, or submit your completed form to
MUFG Corporate Markets, so that it is received by
MUFG Corporate Markets not later than 48 hours
before the time of the holding of the meeting (i.e.
before 3:00pm (New Zealand time) on Monday, 19
May 2025). Postal votes (including online postal votes)
received after that time will not be counted.

2025 Notice of annual meeting of shareholders | 9
Voting Restrictions
No Voting Restrictions (as defined in the NZX Listing
Rules) apply to Resolutions 1, 2 or 3.
Pursuant to NZX Listing Rule 6.3.1, the non-
executive Directors and their associated persons are
disqualified from voting on Resolution 4, including any
discretionary proxies. Any votes cast on Resolution
4 by non-executive Directors and their associated
persons will be disregarded except where they have
been cast by the non-executive Director or their
associated person as an expressly directed proxy.
NZX Register Holders
If you are an ASX register holder, you will need to
enter your Holder Number and postcode to securely
complete your online vote or proxy appointment.
ASX Register Holders
If you are an ASX register holder, you will need to
enter your Holder Number and postcode to securely
complete your online vote or proxy appointment.
Voting
Voting on each of the Resolutions will be by way of
poll, meaning that each shareholder of Vista Group
has one vote for each ordinary share in Vista Group
held by that shareholder.
Voting entitlements for the meeting will be determined
as at 5:00pm on Monday, 19th May 2025. Registered
shareholders at that time will be the only persons
entitled to vote at the meeting (in person, online or by
postal vote or proxy) and only the shares registered in
those shareholders’ names at that time may be voted
at the Annual Meeting. Vista Group’s share registrar,
MUFG Corporate Markets has been authorised by
the Board to receive and count postal votes at the
meeting.
Each of the Resolutions is an ordinary resolution and
must be passed by a simple majority of the votes of
those Shareholders entitled to vote and voting on
those Resolutions.
More Information
If you have any questions, or require any further
information, please contact Vista Group’s General
Counsel and Company Secretary, Kelvin Preston:
+64 9 984 4570.
Important Information

2025 Notice of annual meeting of shareholders | 10
Directions and parking
How to get to the Annual Meeting
Directions
PwC Tower
The venue for the Annual Meeting is located in the PwC Tower which is part of the Commercial
Bay precinct in the Auckland CBD. On arrival in the SkyLobby via the entry on Customs Street
West, please select the lift to Level 30 to access the meeting venue at the offices of MUFG
Pension & Market Services. The PwC Tower is easily accessed from Britomart and the ferry
terminal if you are arriving on public transport. There are also public carparking options
available, including the Downtown carpark (closest) and Britomart carpark (short walk).

2025 Notice of annual meeting of shareholders | 11
Director roleCurrent Director fees
per annum (NZD)
Comparator group
median per annum
(NZD)
3
Proposed new
Director fees per
annum (NZD)
Proposed increase from
current Director fees per
annum (NZD)
Proposed % increase from
current Director fees per
annum
Director fee per role benchmarking
1
Chair$185,000 $226,542 $210,000 $25,000 14%
Non-Executive Director$90,000 $113,332 $110,000 $20,000 22%
ARC Chair$20,000 $19,738 $20,000 - 0%
ARC Member$12,000 $10,542 $12,000 - 0%
NRC Chair$20,000 $17,408 $20,000 - 0%
NRC Member$12,000 $9,982 $12,000 - 0%
Director fee pool benchmarking
2
Total Policy Fee$723,000 $848,983 $848,000$125,00017%
Director fee pool$725,000 $1,053,948 $990,000$265,00037%
Headroom$2,000 - $142,000 $140,000-
Headroom %0%19%14%--
APPENDIX
Proposed new Director fee pool and Director fees per role
1. For the ‘Director fees per role benchmarking’ in this table, the comparator group comprises Siteminder, Megaport, Nuix, Gentrack Group, Bravura Solutions,
Hansen Technologies, Jumbo Interactive, and Audinate. This excludes peers that do not pay additional fees for committee memberships (i.e. base board fees
include implied component for committee memberships) as a direct comparison to the Vista Group fee structure not possible.
2. For the ‘Director fee pool benchmarking’ in this table, the comparator group comprises the 14 companies in Table 1 of the Guerdon Report.
3. Data in currencies other than NZD was converted to NZD using the 1-year average NZD exchange rates to 30 June 2024.

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

---

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










VOTING / PROXY FORM FOR THE 2025 ANNUAL MEETING
The Annual Meeting of Vista Group International Limited (Vista Group) will be held at the offices of MUFG Pension & Market Services, at Level
30, PwC Tower, 15 Customs Street West, Auckland and online at www.virtualmeeting.co.nz/vgl25 on Wednesday, 21 May 2025 at 3:00pm (New
Zealand time). Vista Group will hold its 2025 Annual Meeting of Shareholders in person and online. If you attend online, you will require your
Holder Number for verification purposes.

POSTAL VOTE (DIRECT VOTE)
If you do not plan to attend the Annual Meeting, you may vote by postal
vote. Vista Group’s share registrar, MUFG Corporate Markets, has been
authorised by the Board to receive and count postal votes at the
meeting. Vote by making the appropriate election, either online or on
this form, in respect of each item of business. If you make more than one
election in respect of a resolution your vote will be invalid for that
resolution. If you return your postal vote without indicating on any
resolution how you wish to vote, you will be deemed to have abstained
from voting on that resolution. If you complete the postal vote section
and also appoint a proxy, then your postal vote will be cast and your
proxy appointment will not be counted, but your proxy may still attend
the meeting on your behalf. If this form is returned duly signed by a
shareholder with voting instructions completed but without indicating
that it is a postal vote or proxy has been appointed, it will be deemed to
be a postal vote.

APPOINTMENT OF PROXY
Any shareholder who is entitled to attend and vote at the meeting may
appoint a proxy (or representative in the case of a corporate
shareholder) to attend and vote in their place. A proxy need not be a
shareholder of Vista Group. If you return this form or appoint a proxy
online without directing the proxy how to vote on any particular
resolution, you will be deemed to have given your proxy discretion as to
whether and how to vote on that resolution.
Appointing the Chair of the meeting or a Director as your proxy
The Chair of the meeting or any other Director is willing to act as proxy
for any shareholders who appoints them for that purpose. In making
such an appointment you acknowledge that they may exercise your vote
even if they have an interest in the outcome of that Resolution. Other
than Resolution 4, if the Chair or a Director is appointed as proxy and the
voting is left to their discretion, the Chair or Director intends to vote in
favour of the Resolution. The Chair or Director will abstain from voting
any discretionary proxies in respect of Resolution 4.
Voting Restrictions
No Voting Restrictions (as defined in the NZX Listing Rules) apply to
Resolutions 1, 2 or 3. However, the non-executive Directors and their
associated persons are disqualified from voting on Resolution 4,
including any discretionary proxies. Any votes cast on Resolution 4 by
non-executive Directors and their associated persons will be disregarded
except where they have been cast by the non-executive Director or their
associated person as an expressly directed proxy.
ATTENDING THE MEETING
The 2025 Annual Meeting will be held in person and online. If you
propose to attend the Annual Meeting in person, please bring this
Admission Card/Proxy Form intact to the meeting, the barcode is
required for registration at the meeting. Shareholders can attend the
online Annual Meeting at
www.virtualmeeting.co.nz/vgl25.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
Where the holding is in one name, the shareholder must sign.
Joint holding: Where the holding is in more than one name, either
joint shareholder (or their duly authorised attorney) may sign.
Power of Attorney: If this Proxy Form has been signed by an
attorney, a copy of the power of attorney under which it was signed
must accompany this Proxy Form.
Company: This Proxy Form must be signed by a duly authorised
officer or attorney. Persons who sign on behalf of a company must
be acting with the company’s express or implied authority.
RETURNING YOUR FORM
Completed Voting/Proxy Forms must be received at the office of
Vista Group’s share registrar, MUFG Corporate Markets, no later
than 3:00pm (NZ time) on Monday, 19 May 2025. Any Voting/Proxy
Form received after that time will not be valid for the Annual
Meeting.
ONLINE PROXY AND POSTAL VOTING (DIRECT VOTE)
To cast an online postal vote or appoint a proxy online please go to
vote.cm.mpms.mufg.com/VGL
Holders on the New Zealand Register will require their CSN/Holder
Number and FIN to vote online.
Holders on the Australian Register will require their Holder
Number and postcode to vote online.
Online proxy appointments or online postal votes (direct votes) must
be lodged no later than 3:00pm (NZ time) on Monday, 19 May 2025.
Online
vote.cm.mpms.mufg.com/VGL
Scan & Email
meetings.nz@cm.mpms.mufg.com

Deliver in person Fax
MUFG Corporate Markets
Level 30, PwC Tower,
15 Customs Street West
Auckland 1010
Mail
MUFG Corporate Markets
PO Box 91976
Auckland 1142
New Zealand
General enquiries
+64 9 375 5998
vista@cm.mpms.mufg.com

SCAN THIS QR CODE WITH YOUR SMARTPHONE AND VOTE ONLINE






Holder Number:

VOTING / PROXY FORM
STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
POSTAL VOTING
I wish to vote by postal vote (please tick the box).
My voting intention is indicated in the resolution section below.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Vista Group International Limited
hereby appoint of
name email address
or failing him/her of
name email address
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have
been given, the proxy will vote as he/she sees fit, subject to any applicable restrictions in the NZX Listing Rules and the ASX Listing Rules) at the
Annual Meeting of Vista Group International Limited to be held at the offices of MUFG Pension & Market Services, at Level 30, PwC Tower, 15
Customs Street West, Auckland and online at www.virtualmeeting.co.nz/vgl25 on Wednesday, 21 May 2025 at 3:00pm (New Zealand time) and
at any adjournment of that meeting. If you wish, you may appoint as your proxy ‘The Chair of the Meeting’ or any other Director.


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

Tick () in box to vote
ORDINARY RESOLUTION
For

Against

Proxy
Discretion

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





Resolution 2 That James Miller be re-elected as a Director of
Vista Group.



Resolution 3 That Cristiano (Cris) Nicolli be re-elected as a
Director of Vista Group.



Resolution 4 That the maximum aggregate annual
remuneration payable to non-executive Directors
be increased by $265,000, from $725,000 to
$990,000 (plus GST as appropriate) for six
Directors.




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



Contact Name ___Daytime Telephone __________Date ___

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