VGL - Capital Change Notice

Vista Group International Limited
Capital Change Notice


Section 1: Issuer information
Name of issuer Vista Group International Limited
NZX ticker code VGL
Class of financial product Performance Rights.
ISIN (If unknown, check on NZX
website)
NZVGLE0003S1
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 1,030,871 Performance Rights.
Nominal value (if any) N/A
Issue/acquisition/redemption price per
security
Performance Rights issued under the 2025 Long Term
Incentive Scheme (2025 LTI Scheme) and CEO Share
Based Short Term Incentive Scheme (2025 CEO STI
Scheme) for nil consideration.
Nature of the payment (for example,
cash or other consideration)
N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial
Products issued/acquired/redeemed/
(calculated on the number of Financial
Products of the Class, excluding any
Treasury Stock, in existence)
100% of the Performance Rights under the 2025 LTI
Scheme
100% of the Performance Rights under the 2025 CEO
STI Scheme.
For an issue of Convertible Financial
Products or Options, the principal terms
of Conversion (for example the
Conversion price and Conversion date
and the ranking of the Financial Product
in relation to other Classes of Financial
Product) or the Option (for example, the
exercise price and exercise date)
Performance Rights – 2025 LTI Scheme
Each Performance Right under the 2025 LTI Scheme
represents on vesting an entitlement to be issued one
Ordinary Share in the Company subject to: (i) the
participant’s continued employment with the Company or
its subsidiaries; and (ii) the achievement of certain Group
recurring revenue, Group EBITDA margin (excluding
foreign exchange), or relative total shareholder return
(rTSR) targets in each calendar year during the three
year term of the 2025 LTI Scheme (Vesting Conditions).
The Performance Rights under the 2025 LTI Scheme
have a nil exercise price and, provided the Vesting
Conditions are achieved, are due to vest as follows:
• 328,879 Performance Rights eligible to vest on 15
April 2026.
• 328,879 Performance Rights eligible to vest on 15
April 2027.
• 328,879 Performance Rights eligible to vest on 15
April 2028.
Performance Rights under the 2025 LTI Scheme that do
not vest in 2026 or 2027 are eligible to vest on the
subsequent vesting date(s) provided the relevant Vesting
Conditions for the relevant performance period are
achieved. Any Performance Rights that do not vest on 15
April 2028 will automatically lapse.

Performance Rights – 2025 CEO STI Scheme
Each Performance Right under the 2025 CEO STI Scheme
represents on vesting an entitlement to be issued one
Ordinary Share in the Company subject to: (i) the CEO’s
continued employment with the Company or its
subsidiaries; and (ii) the achievement of certain Group
positive free cashflow, client sites to Vista Cloud, employee
net promoter score, and client net promoter score, targets
over the 2025 calendar year.
The Performance Rights under the 2025 CEO STI Scheme
have a nil exercise price and, provided the relevant Vesting
Conditions are achieved, 44,234 Performance Rights are
due to vest on 15 April 2026.
Any Performance Rights under the 2025 CEO STI Scheme
that do not vest on 15 April 2026 will automatically lapse.
Reason for issue/acquisition/redemption
and specific authority for
issue/acquisition/redemption/ (the
reason for change must be identified
here)
The motivation, reward and retention of employees of the
Company and its subsidiaries.
Board resolutions dated 26 May 2025 approving the grant
of Performance Rights under the 2025 LTI Scheme and
2025 CEO STI Scheme.
Total number of Financial Products of
the Class after the
issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total
number of Financial Products of the
Class held as Treasury Stock after the
issue/acquisition/redemption.
1,030,871 Performance Rights.
There is no Treasury Stock.
In the case of an acquisition of shares,
whether those shares are to be held as
treasury stock
N/A
Specific authority for the issue,
acquisition, or redemption, including a
reference to the rule pursuant to which
the issue, acquisition, or redemption is
made
Board resolutions dated 26 May 2025 and Listing Rule
4.6.1.
Terms or details of the issue,
acquisition, or redemption (for example:
restrictions, escrow arrangements)
Any Ordinary Shares in the Company issued on vesting of
a Performance Right will rank equally with all other fully
paid Ordinary Shares in the Company.
Date of issue/acquisition/redemption 27 May 2025
Section 3: Authority for this announcement and contact person
Name of person

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

27 May 2025

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Announcement Summary
Entity name
VISTA GROUP INTERNATIONAL LIMITED.
Date of this announcement
Tuesday May 27, 2025
The +securities the subject of this notification are:
Total number of +securities to be issued/transferred
ASX +security
codeSecurity description
Total number of
+securities to be
issued/transferredIssue date
VGLAAPERFORMANCE RIGHTS1,030,87127/05/2025
Refer to next page for full details of the announcement
+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being
quoted on ASX until the restriction ends

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Part 1 - Entity and announcement details
1.1 Name of entity
VISTA GROUP INTERNATIONAL LIMITED.
We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.
1.2 Registered number type
ARBN
Registration number
600417203
1.3 ASX issuer code
VGL
1.4 The announcement is
1.5 Date of this announcement
27/5/2025
New announcement

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Part 2 - Issue details
2.1 The +securities the subject of this notification are:
2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and
which:
has an existing ASX security code ("existing class")
+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being
quoted on ASX until the restriction ends

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to
ASX in an Appendix 3B
Additional +securities in an existing class issued under an +employee incentive scheme
ASX +security code and description
VGLAA : PERFORMANCE RIGHTS
Date the +securities the subject of this notification were issued
27/5/2025
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Provide details of the KMP or +associates being issued +securities.
Name of KMPName of registered holderNumber of +securities
Stuart Dickinson (CEO, Vista Group)Same
322,082
Matthew Thompson (CFO, Vista
Group)
Same
60,969
Kelvin Preston (General Counsel &
Company Secretary)
Same
61,221
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme
or a summary of the terms
Each Performance Right under the 2025 LTI Scheme and 2025 CEO STI Scheme represents on vesting an entitlement to
be issued one Ordinary Share in the Company subject to achievement of certain vesting conditions. The Performance
Rights have a nil exercise price and, provided the vesting conditions are achieved, are due to vest as follows:
- 373,133 Performance Rights eligible to vest on 15 April 2026.
- 328,879 Performance Rights eligible to vest on 15 April 2027.
- 328,879 Performance Rights eligible to vest on 15 April 2028.
Performance Rights under the 2025 LTI Scheme that do not vest in 2026 or 2027 are eligible to vest on the subsequent
vesting date(s) provided the vesting conditions are achieved. Any Performance Rights under the 2025 CEO STI Scheme
that do not vest on 15 April 2026 will automatically lapse. Any Performance Rights that do not vest in 2028 will
automatically lapse.
Any other information the entity wishes to provide about the +securities the subject of this notification
Yes
Yes

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Issue details
Number of +securities
1,030,871

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Part 4 - +Securities on issue
Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of
the entity will comprise:
The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if
other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.
4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
VGL : ORDINARY FULLY PAID FOREIGN EXEMPT NZX238,834,381
4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
VGLAA : PERFORMANCE RIGHTS2,363,282
VGLAB : SHARE RIGHTS372,331