Vista Group International Limited/Announcement

VGL reports record results as client onboarding accelerates

Annual Report26 February 2026VGLInformation Technology

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This report is dated 26 February 2026 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
Highlights4
From our Chair7
From our CEO9
2025 at a glance12
The industry our solutions support13
Vista Group overview19
2026 focus areas20
Vista Group and AI22
The Vista Cloud journey28
Group trading overview30
Our sustainability approach32
Remuneration report42
Corporate governance56
Financial statements82
Directory129
Glossary of terms130

Highlights
Total Revenue
$164.3m
10%
2025
2024
2023
$164.3m
$150.0m
$143.0m
Recurring Revenue
$147.2m
9%
2025
2024
2023
$147.2m
$134.6m
$124.0m
SaaS Revenue
$69.7m
25%
2025
2024
2023
$69.7m
$55.7m
$45.9m
ARR
$163.0m
12%
2025
2024
2023
$163.0m
$145.6m
$126.3m
EBITDA
$28.2m
31%
2025
2024
2023
$28.2m
$21.6m
$13.3m
Net Profit After Tax
$2.6m
533%
2025
2024
2023
$2.6m
-$0.6m
-$13.6m
Operating Cash Flow
$27.8m
65%
2025
2024
2023
$27.8m
$16.8m
$9.0m
• Annual Report 20254

Total Revenue
$164.3m
10%
2025
2024
2023
$164.3m
$150.0m
$143.0m
Recurring Revenue
$147.2m
9%
2025
2024
2023
$147.2m
$134.6m
$124.0m
SaaS Revenue
$69.7m
25%
2025
2024
2023
$69.7m
$55.7m
$45.9m
ARR
$163.0m
12%
2025
2024
2023
$163.0m
$145.6m
$126.3m
EBITDA
$28.2m
31%
2025
2024
2023
$28.2m
$21.6m
$13.3m
Net Profit After Tax
$2.6m
533%
2025
2024
2023
$2.6m
-$0.6m
-$13.6m
Operating Cash Flow
$27.8m
65%
2025
2024
2023
$27.8m
$16.8m
$9.0m
Highlights • 5

From our Chair
Accelerating Vista Group's performance
At Vista Group, making our clients more successful
is at the heart of everything we do, and this year
marks 30 years of partnering with them to support
their growth.
We are delighted to report that, once again, we have
delivered an all-time record revenue result for Vista
Group. Revenue for the year was $164.3m, (which
represents a lift of 10% from 2024) and recurring
revenue for the year was $147.2m (which is an
increase of 9% from 2024).
In parallel, our team has continued to maintain a
sharp focus on lifting operational efficiency which
has resulted in EBITDA of $28.2m (which is up from
$21.6m in 2024 - an increase of 31%) and an EBITDA
margin of 17.2% (which is up from 14.4% in 2024).
The overall impact of these strategies has resulted in
a net profit after tax of $2.6m.
In 2025, strong client demand saw us accelerate
the onboarding of more clients to Vista Cloud,
and now 35% of Vista Group cinema clients sites
have been successfully transitioned to our cloud-
based solutions. We are pursuing this transition with
disciplined cost management and flexibility in how
we invest, and we expect these incremental costs to
be fully recovered through increased free cash flow
before the end of 2030.
We successfully launched Vista Payments, providing
clients with an embedded payment solution, tightly
integrated with Vista Group's technology, that
simplifies and improves the client's and their guests'
experience. We are delighted to already have two
clients fully operational on this new offering and we
look forward to continuing to provide value to those,
and future clients.
We continue to harness the benefits of AI across our
solutions, and despite recent uncertainty in software
company valuations, we remain confident that Vista
Group is well positioned to be an AI winner. More on
how Vista Group is integrating AI is available on page
22 of this Annual Report.
Strong governance, delivering value for
all shareholders
The Board continues to enhance remuneration
practices and transparency, making changes to
continually improve the alignment of pay with
performance, including transitioning executive LTIs
to a three‑year measurement and vesting period.
We also farewelled Kirk Senior in May 2025, who
retired after 11 years as a Director. Kirk's connection
to Vista Group spans more than 30 years, including
his tenure as CEO of Village Cinemas, and later as
Vista Group's Executive Chair from 2010. The Board
is grateful for Kirk's exceptional contribution and
wishes him the very best for his future. The Board
has reactivated the director succession process,
which is now well advanced.
Looking ahead
We recognise this has been a challenging year
for shareholder returns amid global volatility
in software company valuations, and the Board
continues to remain focused on growing long‑term
shareholder value.
As Vista Group enters its fourth decade, client
demand for our mission‑critical infrastructure
remains strong. With our global footprint, market
leading position, accelerating cloud adoption,
and AI‑enabled platform, Vista Group is well
positioned to capture future growth and deliver
exceptional outcomes.
On behalf of the Board, I thank our Vista Group
team for their dedication and commitment, and
our shareholders for their continued trust and
support. We enter this next phase with confidence,
underpinned by strong momentum and a clear focus
on sustainable growth and long‑term value.
Susan Peterson - Chair
From our Chair • 7

From our CEO
Our performance
2025 has been a year of significant momentum
for Vista Group, marked by robust financial
performance, our decisive action to accelerate Vista
Cloud adoption, and our advancement of strategic
initiatives to underpin our long-term growth.
Our results reflect strong progress against our
strategic priorities as we continue to enhance
and transform Vista Group into an integrated
world-class business. They demonstrate our ability
to achieve durable sustainable growth, while
reinforcing Vista Group's position delivering mission-
critical commerce and operations infrastructure
for our clients in the global film and cinema
industry, through software, payments, data, and
optimisation solutions.
Among many other achievements this year, I am
pleased to highlight the following:
•
Strong revenue growth: Revenue grew by 10% in
2025, underscoring the success of our acceleration
strategy and the scalability of our platform.
•
Improved operating leverage: We expanded
EBITDA margins to 17.2%, up from 14.4% in 2024,
supported by structural efficiencies as we scale.
•
Client growth and onboarding: We successfully
delivered 1,557 sites to the Vista Cloud Platform,
and demand for our solutions continues to be
strong. In 2025, we were thrilled to have 18 clients
commit to Vista Cloud, including ODEON Cinemas
Group, Kinepolis Group, Picturehouse Cinemas,
Village Cinemas, and more.
•
Ongoing innovation: We delivered more than
70 new features to clients from our Vista
Cloud roadmap, providing meaningful solutions
that enhance the "mission-critical" nature of
our software as they seek to optimise and
enhance every guest experience and transaction
from marketing all the way through post
visit operations.
Our strategy in action
We entered 2025 with a clear commitment to
execute our strategy and accelerate Vista Cloud
adoption. This commitment is central to our vision
of delivering the next generation of our software to
our clients, and continues to guide us as we lay the
foundations for our next phase of growth.
In pursuit of this vision, we continued to focus on
three key areas: Our Clients, Our Solutions, and Our
People – each designed to strengthen performance
and drive sustainable growth and value.
Our Clients: Enabling our clients to thrive
Demand for Vista Cloud continued to grow in 2025,
outpacing our delivery capacity. In response, we
are scaling our technology and delivery teams to
accelerate onboarding and unlock the full potential
of our pipeline. We are continuing the process of
hiring new talent to enable us to meet the following
wave of demand:
1.
ODEON Cinemas Group (312 sites): A long
standing marquee client, with its Finnish subsidiary
Finnkino, which successfully transitioned 17 sites
to Operational Excellence during the year. ODEON
– part of AMC Cinemas, the world's largest cinema
operator – has accelerated its deployment timeline
across 295 additional sites, with completion now
scheduled for 2027.
2.
Kinepolis Group (109 sites across Europe and
North America): signed to Operational Excellence,
with a multi-year rollout that will see them migrate
to Digital Enablement by the end of 2026, and
Operational Excellence by the end of 2027.
3.
Additional global signings (286 sites): including
Village, Cinergy Entertainment, and Curzon.
With these announcements and other strong interest
from our largest clients, this demand continues to
encourage us to expand our delivery and technology
capabilities to onboard these clients.
From our CEO • 9

Our Solutions: Deliver remarkable cloud solutions
Our software, payments and data platforms
are deeply embedded into day-to-day theatre
operations, driving ticketing, marketing and loyalty
solutions, programming, payments and reporting
across thousands of sites. Innovation also drives
our ability to create market-leading solutions
that empower our clients with smarter tools to
deliver seamless, engaging experiences for guests
and moviegoers.
In 2025, we delivered more than 70 new features
from our public roadmap – solutions that support
business resilience, unlock growth, and enhance
guest engagement in an evolving industry.
Several features exemplify how we are delivering
greater value to clients. React, a pulse survey tool,
enables exhibitors to transform real-time moviegoer
sentiment into action, supporting smarter marketing
and operational decisions.
Assisted Scheduling, developed in partnership with
Pathé, has significantly reduced film programming
time, delivering measurable efficiency gains.
Enhancements across Lumos Kiosk and Lumos
Order provide seamless self-service and food and
beverage experiences.
We also expanded self-service capabilities through
Living Ticket improvements, while Moviegoer
Personas now give marketing teams AI-driven
audience segmentation for more precise targeting
and improved campaign performance.
Vista Group's approach to AI is deliberate and
grounded in the mission‑critical role we play in our
clients' operations. We are integrating AI across
Vista Cloud to unlock faster insights, automate
key workflows, and deliver personalised guest
experiences at scale. These capabilities build on
three decades of connected data and operational
expertise, enabling us to innovate with focus. AI is an
accelerator for our platform, enhancing efficiency for
exhibitors and expanding the value we can deliver.
You can read about how Vista Group is built to thrive
in an AI world on page
22.
Our commitment to security and compliance remains
paramount. In 2025, we achieved SOC 2 Type 2
certification for Vista Cloud, a globally recognised
standard that reinforces trust, reliability, and data
protection for our clients.
As we continue to expand Vista Cloud's capabilities,
we are equipping our clients to thrive in a
rapidly evolving entertainment landscape. These
achievements – and those on the horizon –
reflect our strategy in action: driving continuous
improvement, recognising the role our software
plays as the "operating system" for distribution and
cinema, and ensuring our clients remain secure,
agile, and ahead in a dynamic market.
Our People: Stronger together
None of what we do at Vista Group is possible
without our team's passion and dedication. Our
collective commitment to excellence and our clients'
success continues to drive the business forward, and
I am grateful to every member of Vista Group for
their continued energy and focus.
In 2025, we built on the foundations of our global
operating model to strengthen collaboration and
enhance an environment where our people can
thrive. We introduced new initiatives to support
professional growth, foster inclusion, and celebrate
achievements across Vista Group, including our
Luminary Awards, which recognise outstanding
contributions aligned with our shared standards.
These efforts ensure our teams have the tools
and confidence to deliver exceptional outcomes for
our clients.
We also began incorporating more AI-driven tools
to support our teams – enhancing productivity,
streamlining workflows, and enabling us to deliver
more concurrent projects, meet growing client
demand, and fast-track progress towards our 2030
exit rate aspiration.
• Annual Report 202510

Driving adjacent revenue opportunities
In 2025, we expanded our portfolio with the launch
of Vista Payments, creating a new, integrated
revenue stream to Vista Group. Our pilot clients are
already live and process payments.
Vista Payments delivers clear benefits for our
exhibition clients – optimised processing costs,
faster settlements to improve cash flow, and
a tightly integrated solution that enhances
operational efficiency.
For Vista Group, this initiative expands our
share of wallet opportunity within our market,
strengthens client retention, and creates a scalable
revenue stream with risk managed through our
payment partner.
At scale, Vista Payments is expected to deliver
high-margin recurring revenue, with implied gross
transaction value of approximately US$22b and ARR
potential exceeding our $15m aspiration by the end
of 2030. These early indicators validate our business
case and position Vista Payments as a key lever for
long-term growth.
Looking ahead
Building on 2025 momentum, we enter 2026
with a sharp focus on scaling Vista Cloud and
accelerating growth. I am pleased to provide the
following guidance for the year ahead, with a
focus on balancing short-term performance with
sustainable growth.
•
Total Revenue: $176m to $182m
•
EBITDA Margin: 18% to 20%
As we execute a full schedule of client onboarding,
we expect to see the benefits of our acceleration
strategy come to life, driven by accelerated Vista
Cloud deployments, Vista Payments adoption,
and further continued margin improvement. These
initiatives, combined with our commitment to
innovation and operational excellence, will enable us
to scale efficiently and deliver long-term value to the
global film industry.
I am excited about the opportunities ahead and
I remain grateful to our people, clients, and
shareholders for their unwavering trust and support.
Together, we will continue to accelerate, innovate,
and lead.
Thank you for continuing to be part of our journey.
Stuart Dickinson - CEO
From our CEO • 11

2025 at a glance
18
Vista Cloud contracts signed during the year
US$3.3b
Annualised GTV of clients on the Vista Cloud platform
1

35%
Sites using the Vista Cloud Platform
2

46%
Cinema market share
3

$8.7b / $33.6b
2025 domestic / worldwide box office in USD
4
70+
New features shipped to Vista and Movio clients
16%
Sites using Operational Excellence
2

2.2b+
Emails sent using Movio EQ
$1.5b
Value of Box Office sales through Vista Cloud
in 2025 (USD)
1. Management’s estimate of the annualised GTV processed through Operational Excellence, Digital Enablement and Moviegoer Engagement in 4Q25 using data from
Vista Group’s Horizon data warehouse solution.
2. Site numbers at 31 December 2025.
3. Management’s estimate of the Cinema segment percentage of the world market for Cinema Exhibition Companies with 20+ screens, excluding Russia, India and China
at 31 December 2025.
4. BoxOfficeMojo and Gower Street Analytics.
• Annual Report 202512

The industry our solutions support
The strength of the theatrical model
Global box office performance in 2025
demonstrated continued resilience across the
theatrical sector, with worldwide revenue rising 12%
year on year to US$33.6b. Every major region posted
growth relative to 2024, though at differing rates.
The domestic market (North America) experienced
a modest 1.0% uplift to reach US$8.7b, while
international markets collectively advanced by a
stronger 11.2% to US$24.8b. Although the domestic
result fell short of early year projections - primarily
due to several major franchise titles underperforming
relative to their predecessors - industry analysts
expect momentum to build meaningfully in 2026.
Gower Street Analytics' forecast of a US$9.9b
domestic result represents a potential 13.8%
improvement on 2025.
This optimism is underpinned by the depth, variety
and commercial strength of the 2026 film slate. The
year is set to feature a broad array of high profile
franchise titles, including
The Mandalorian and
Grogu - marking the first Star Wars film in cinemas
since 2019 - alongside Avengers: Doomsday; Spider-
Man: Brand New Day; Dune: Part 3; Toy Story
5; The Super Mario Galaxy Movie, a live action
Moana; Supergirl; The Devil Wears Prada 2;
Meet the Parents 4: Focker In-Law, The Hunger
Games: Sunrise on the Reaping; Scream 7 and
Jumanji 4. This extensive slate is supported by a
collection of auteur and star-driven original films,
including Christopher Nolan's The Odyssey and
Steven Spielberg's Disclosure Day, alongside major
tentpole performances from leading actors such as
Tom Cruise in Digger and Ryan Gosling in Project
Hail Mary.
Moviegoer sentiment mirrors this strengthening
outlook. Cinema United (formerly National
Association of Theatre Owners) published a North
American market research report in December 2025
which illustrated how theatrical moviegoing remains
one of the most highly valued leisure activities among
younger audiences. Those aged 10–24 ranked going
to the movies as their number one favourite activity
in 2025 - well ahead of concerts and sporting events.
Engagement among younger demographics continues
to build, with 41% of Gen Z attending the cinema
at least six times in 2025, up from 31% in 2022.
More broadly, 77% of Americans saw at least one
movie during the year, while habitual moviegoing
(six or more trips annually) increased to 33% of
all moviegoers, up from 25% in 2024. Supply side
indicators reinforce this momentum. The number of
wide releases is projected to reach 115 titles in 2026,
compared with 94 in 2024 and 111 in 2025, further
bolstering the theatrical marketplace.
Taken together, these indicators emphasise
the ongoing strength of the theatrical model.
While the sector continues to navigate shifts
in audience behaviour and wider competitive
dynamics, a compelling 2026 content slate,
heightened participation among younger audiences
and sustained demand for premium viewing
experiences provide a robust foundation for further
recovery and growth.
The industry our solutions support • 13

Audience dynamics
Numero audience data reveals that moviegoing
behaviours are increasingly reflecting a planned,
premium-oriented leisure mindset. Greater numbers
of moviegoers are organising cinema outings
around opening weekend sessions with increasing
deliberateness, often securing tickets further in
advance and attending in larger groups. Premium
formats, including IMAX and other enhanced large
screen experiences, continue to gain traction,
reflecting a broader desire for more immersive,
higher value outings.
These behavioural patterns are consistent with
wider box office dynamics. In 2025, the top end
of the slate captured a disproportionate share of
performance, with the Top 10 films representing
47% of global box office revenue among the Top
100 titles, significantly higher than the 2017–2019
pre-pandemic average of 37%. The year's major
commercial successes overwhelmingly originated
from established intellectual properties, with 17
of the Top 20 North American box office titles
comprising sequels, franchise entries or other well-
recognised IP.
Taken together, these trends illustrate that
moviegoing is increasingly event driven, anchored
by high-profile content and elevated in cinema
experiences. For exhibitors, this continues to
reinforce the importance of attracting audiences with
recognisable marquee titles, premium formats and
highly curated in venue experiences.
Exhibitors should continue to capture event
or blockbuster visitation, but we believe there
is an untapped potential to also re-establish
casual cinemagoing, helping to drive frequency by
increasing the number of distinct occasions cinema
addresses. Success relies on exhibitors' ability to
better segment audiences – including by their distinct
personas – and sending timely 1:1 communications
at scale. Enhancing the value proposition for each
moviegoer by altering prices and other value levers
just enough to motivate incremental visits is also
critical, with this depending on understanding a
moviegoer's propensity to watch each movie, as well
as their lifetime value.
Industry responses
Exhibitors worldwide have responded proactively to
these shifting dynamics. Many continue to invest
heavily in premium large format screens, expanded
dining offerings, recliner seating and other comfort-
enhancing amenities that elevate the in-cinema
experience. These enhancements are increasingly
complemented by diversification into adjacent
entertainment categories, with family entertainment
centres (FECs), restaurants and bars becoming more
common within cinema complexes and transforming
venues into broader leisure destinations.
Operationally, exhibitors are adopting more
sophisticated approaches to efficiency and revenue
optimisation. Improved scheduling capabilities,
enhanced personalised marketing built on first-party
data, and new revenue streams (such as collectibles,
merchandise and limited time activations) reflect
a maturing commercial toolkit. At the same time,
exhibitors are balancing elevated service standards
with a growing emphasis on self-service technology
that streamlines guest interactions, improves staff
deployment and enhances overall throughput.
Innovation is also extending beyond the cinema
environment. Some exhibitors, including Vue and
Cineplex, have expanded into direct distribution
of feature films and alternate content, including
series-based programming drawn from streaming
platforms. This trend demonstrates a willingness to
embrace new content delivery models that broaden
programming diversity, reinforce local relevance and
attract incremental audiences.
In parallel, collaboration across the industry
ecosystem is strengthening. Studios, distributors
and exhibitors are working more closely to simplify
workflows, improve content availability and reduce
operational friction. This increasing coordination
reflects a shared recognition of the importance of
theatrical exhibition and a collective commitment to
reinforcing the sector's long-term sustainability.
• Annual Report 202514

Vista Group's support to the industry
Vista Group operates the mission-critical global
commerce and operations infrastructure for the film
distribution and cinema industry, with embedded
software, payments, data and optimisation at the
core of its platform. Our product and innovation
roadmap - developed in deep collaboration with
clients across six continents - continues to reinforce
this role by delivering capabilities that strengthen
revenue optimisation, enable operational agility
and elevate guest experiences across all facets
of exhibition.
As we come to a close on the first term of our rolling
2-year product roadmap, we have developed over
100 meaningful products and features - significantly
more than the 75 we committed to in February 2024.
However, over the 2025 calendar year, we advanced
numerous initiatives in line with the evolving needs of
exhibitors, including:
1.
Intensified investment in dining, concessions
and Family Entertainment Centre (FEC) related
capabilities: reflecting their growing importance
within exhibitor business models. Enhancements
to our Kitchen Display Screen and Serve
workflows have materially improved back-of-
house efficiency, contributing to faster, more
consistent service delivery.
2.
Guest self-service continued to expand across
Lumos channels, APIs and the Living Ticket
platform: guests now have the ability to swap
seats, request refunds, reorder food and beverage
items and initiate real time preparation from their
own devices, all of which enhance convenience
and decrease operational overhead. At the same
time, exhibitor-controlled kiosks allow guest self-
service purchasing and check-out of concessions
to encourage greater basket size and spend.
3.
Launch of Vista Payments: represented a major
milestone in modernising the transaction layer of
the cinema experience. By embedding payments
directly into the Vista technology stack, exhibitors
gain a seamless, fully integrated payment solution
that improves reliability, transparency and cost
efficiency-while delivering guests a smooth,
frictionless purchase journey.
4.
We also launched the initial stage of React:
our integrated attitudinal insights platform
that captures real-time guest sentiment across
films, service quality and future viewing
intentions. This enables exhibitors to refine
marketing, programming and guest experience
with immediate, actionable feedback. Stage 2,
which surveys guest satisfaction toward comfort,
cleanliness, courtesy and facilities, is on track
for mid-2026.
5.
Our first iteration of AI-assisted movie
forecasting: combining refined theatre-level
scheduling with movie-specific targeted audience
segmentation within Movio EQ, to support
sharper programming and marketing decisions.
New Oneview data points further strengthen
this ecosystem by surfacing insights into
customer lifetime value and churn, allowing
exhibitors to target individual audiences with
increased precision.
6.
The introduction of our new rules-based ticket
pricing framework: designed to allow faster
pricing changes in order to support more
sophisticated smart pricing models over time.
This gives exhibitors greater elasticity in their
pricing strategy and more nuanced levers for
commercial performance.
Across our data and analytics suite, enhancements
have further strengthened decision-making across
the industry. Numero's new custom report builder
and integrated audience insights, powered by Movio,
provide deeper intelligence, while Mica's integration
of competitive flash data eliminates system switching
and accelerates workflow efficiency.
Taken together, these initiatives reinforce Vista
Group's role as the technology backbone of
the global cinema ecosystem, powering the
commercial, operational and experiential capabilities
that underpin the success of distributors and
exhibitors worldwide.
The industry our solutions support • 15

Looking ahead
The audience and industry trends seen in 2025
are expected to continue through 2026 and
beyond. A robust pipeline of franchise and
original titles, strengthening moviegoer sentiment
– particularly among younger audiences – and
continued investment in premium formats point
to a theatrical landscape entering a renewed
period of growth and confidence. Industry forecasts
from Gower Street, Omdia and leading exhibitors
reflect this outlook, with expectations of rising box
office activity, higher frequency among Gen Z and
families, and expanding demand for elevated in-
cinema experiences.
Against this backdrop, Vista Group is exceptionally
well-positioned to support the industry's next era.
Our forward looking, rolling two-year roadmap is
designed to equip clients with the decision support,
guest personalisation and operational automation
needed to unlock this growth. Investments in AI
powered marketing, recommendations, dynamic
pricing and personalised offers will help exhibitors
deliver highly individualised experiences at scale.
We are also expanding the suite of forward-
looking measures and operational metrics that
exhibitors can use to elevate efficiency and enhance
guest satisfaction.
Guest empowerment remains a key strategic priority.
We will continue extending self-service capabilities
across the Vista Cloud Platform, giving moviegoers
the immediacy and control they expect from modern
retail, hospitality and leisure environments. This
includes exploring how AI agents can support
discovery and transactions.
As exhibitors deepen their involvement in adjacent
categories such as restaurants and FECs, Vista
Group's growing global partner ecosystem - and
our continued investment in F&B, concessions
and operational capabilities - will provide the
technological and commercial support needed
for these diversified experience models. At
the same time, we will continue strengthening
integration between our cinema and distributor
platforms to streamline the end-to-end workflow
for movie buying, booking and remittance, reducing
friction and enabling more connected, automated
industry ecosystems.
Together, these initiatives strengthen Vista Group's
role as a practical, long-term partner to exhibitors
and distributors. We are focused on supporting a
dynamic, increasingly experience-led global cinema
industry with the technology foundation, intelligence
and innovation required to thrive in the years ahead.
• Annual Report 202516

The industry our solutions support • 17

Vista Group overview
Exceptional moviegoer experiences from
trailer drop to last show
Vista Group creates the technology that powers
the global cinema experience, with our solutions
sitting at the heart of a connected film industry.
Our ecosystem empowers industry stakeholders
from a film's inception to its cinema exhibition,
box office reporting, and audience insights.
Through continuous innovation, we enable
cinemas to deliver memorable experiences -
making the end of one visit the beginning of
the next.
Acknowledging 30 Years of Vista
2026 marks a significant milestone—30
years of Vista. From our beginnings as Vista
Entertainment Solutions in 1996, a pioneering
force in cinema technology, to becoming a global
leader delivering innovative solutions across the
film industry, Vista’s journey has been defined
by vision, resilience, and collaboration. We are
proud of the impact we have made and deeply
grateful to our clients and partners for their
trust and collaboration throughout this journey.
Together, we look forward to shaping the future
of entertainment for decades to come.
Our connected ecosystem supports
the entire industry value chain
• Annual Report 202518

2026 focus areas
In 2026, our priority is to continue
strengthening Vista Group’s position as
the global leader in technology for the
cinema and film industry, leveraging
our platform, data and deep industry
expertise to support long‑term,
sustainable growth. As we move further
into an AI‑enabled era, we remain
committed to delivering capabilities
that enhance efficiency, insight and
performance for our clients.
Driving adoption of Vista Cloud through
exceptional client success and streamlined
onboarding remains the key focus, as we
continue to accelerate performance and
deliver measurable results.
Guided by our purpose, our strategies
strengthen the Vista Group ecosystem
— connecting the industry and enhancing
the guest experience. By uniting our
people and prioritising client success
and innovation, we aim to deliver tangible
benefits for our clients and transform the
cinema experience worldwide.
These objectives enable our clients to achieve
greater business sustainability through enhanced
digital guest experiences, more efficient and
cost‑effective operations, and expansion into
broader out‑of‑home entertainment offerings.
We continue to evolve our solutions, capabilities
and operating model to drive performance and
growth — anchored on three pillars: Our Clients,
Our Solutions, and Our People.
OUR CLIENTS
Enable our clients to thrive
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.
OUR SOLUTIONS
Deliver remarkable cloud solutions
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 guest experiences.
OUR PEOPLE
Stronger together
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.
Expansion opportunities
A clear roadmap of identified opportunities
*Indicative scale
Growth opportunities:
• Increased market share
• Data innovation
• New product development (power up
modules)
• Enhanced payments / financial products
Identified adjacencies:
• Family Entertainment Centres
• Film Distribution
Ecosystem and adjacent
expansion opportunities
FY25 ARR $163m
2030 Exit Rate
Aspiration ARR $315m
Platform Breadth
Time
• Annual Report 202520

Vista Group and AI
Vista Group is not a generic, seat-based software business.
Its embedded software and payments workflows power
ticketing, scheduling, concessions, and guest experiences, using
market specific data that AI cannot access or replicate.
Our competitive advantages

Client Embeddedness
Mission-critical, integrated system of record, high
switching costs
•Authoritative system of record for exhibitor to
studio revenue flows.
•Embedded synergistic workflows across ticketing,
scheduling, F&B, guest experience, marketing,
memberships, payments.
•AI trained on mission-critical workflow data.
Extensive Integrations
Industries that require extensive integration with
external systems
•Broad integrations across payments, finance,
hardware, and industry platforms.
•Market‑specific, certified regulatory and box
office connections.
•30 years of embedded integration logic and data.
High Trust Requirements
Deployed in secure, regulated infrastructure,
platform clients trust
•Near‑perfect uptime and accuracy.
•Downtime results in no revenue being generated.
•Regulated markets with personal and
identifiable data.
•Proven track record with 30 years of
operational resilience.
Regulatory Barriers
Compliance with the most stringent industry
specific regulations
•Box office reporting for revenue share and
local regulations.
•Certified localisation and homologation.
•Cybersecurity and GDPR.
•SOC2 and PCI compliance.
• Annual Report 202522

Dominant Market Position
Industries with high concentration and limited
competition benefits
•Global leader in cinema and film
distribution infrastructure.
•46% enterprise market share outside China, India,
and Russia.
•Limited competition in a specialised market.
Vertical Provider
Deep domain expertise across the industry's
expanding dimension
•End‑to‑end cinema operating platform.
•30 years of data being leveraged by AI
for intelligence.
•Client‑led innovation roadmap delivered at pace.
•Strong underlying client demand.
Data & Network Effects
Aggregated data creating winner-takes-
most dynamics
•End‑to‑end, industry‑specific data generated
inside mission‑critical cinema and film workflows.
•Aggregated at global scale, creating
network effects.
•Data scientists already using rich and trusted data,
built on decades of operational logic.
Pricing Model
Outcome and usage-based pricing resistant to
seat erosion
•Large components of revenue linked to usage /
client GTV.
•No seat-based pricing.
•Analysts estimate the cost of our offering to be
less than 1% of client revenue.

Vista Group and AI • 23

AI solutions that are already integrated into our products

Vista Group's competitive advantages translate directly into the AI‑powered
capabilities already embedded across Vista Cloud. With our innovation, we are
delivering features that strengthen cinema performance and elevate the guest
experience—shaped through client‑led product development.
Solutions powered by Vista Group's
proprietary data moat & insights
AI solutions powered by vertical
software workflows
In discovery: Ongoing focus on
developing solutions that leverage
proprietary data and workflow
In reference to the Oneview podcast which was
launched in September 2023
"Vista Group is ahead of the curve.
They're using leading-edge tools
like agents, which have really only
been around as a concept for
less than a year."
Daniel Scott-Raynsford
Partner Technology Strategist, Microsoft
New Zealand

Customer Lifetime Value and
Churn
Forecasts predicted member
spending and churn risk in the
coming quarter, unlocking deeper
member insights and targeting
opportunities.

Assisted scheduling
AI and rules-based assistance to help
optimise movie schedules far quicker
and on a per site / per day basis.
Concessions recommender
AI and rules-based F&B
suggestions, with the ability to
promote them to moviegoers
close to their arrival and
showtime.
Audience similarity
Proprietary algorithm identifying
movies based on outsized similarity
of audience composition.
Box office forecasting
For individual movie performance
with results supporting assisted
movie scheduling and operational
labour scheduling.
Smart pricing
Harnessing moviegoer propensity,
CLV and churn as well as box
office forecasting and other
factors to support pricing
decisions.

Moviegoer propensity
Proprietary algorithm that scores
moviegoers based on their
likelihood to enjoy a specific
movie.
Audience Segmentation
Identifies movie specific segments
as part of the forecasting process,
and suggests copy and offers to
boost visitation.

Agentic commerce (discovery)
AI assistants to help moviegoers
find the best cinema experiences
for them.
Moviegoer personas
LLM-identified audience segments
showing key motivations and
requirements for watching a movie.
Dynamic content
Surfaces the ideal selection and
ordering of movies based on each
recipient's preference, creating tens
of thousands of permutations.

Agentic commerce (transactions)
Using AI assistants to complete
end‑to‑end cinema transactions
within defined rules and
safeguards.
React summaries
Insights from guest satisfaction
surveys, surfacing issues and
trends to improve service delivery.

First draft
Automatically generates newsletter
copy in each exhibitor's tone of voice,
enabling personalised 1:1 marketing
at scale.
• Annual Report 202524

Solutions powered by Vista Group's
proprietary data moat & insights
AI solutions powered by vertical
software workflows
In discovery: Ongoing focus on
developing solutions that leverage
proprietary data and workflow
In reference to the Oneview podcast which was
launched in September 2023
"Vista Group is ahead of the curve.
They're using leading-edge tools
like agents, which have really only
been around as a concept for
less than a year."
Daniel Scott-Raynsford
Partner Technology Strategist, Microsoft
New Zealand

Customer Lifetime Value and
Churn
Forecasts predicted member
spending and churn risk in the
coming quarter, unlocking deeper
member insights and targeting
opportunities.

Assisted scheduling
AI and rules-based assistance to help
optimise movie schedules far quicker
and on a per site / per day basis.
Concessions recommender
AI and rules-based F&B
suggestions, with the ability to
promote them to moviegoers
close to their arrival and
showtime.
Audience similarity
Proprietary algorithm identifying
movies based on outsized similarity
of audience composition.
Box office forecasting
For individual movie performance
with results supporting assisted
movie scheduling and operational
labour scheduling.
Smart pricing
Harnessing moviegoer propensity,
CLV and churn as well as box
office forecasting and other
factors to support pricing
decisions.

Moviegoer propensity
Proprietary algorithm that scores
moviegoers based on their
likelihood to enjoy a specific
movie.
Audience Segmentation
Identifies movie specific segments
as part of the forecasting process,
and suggests copy and offers to
boost visitation.

Agentic commerce (discovery)
AI assistants to help moviegoers
find the best cinema experiences
for them.
Moviegoer personas
LLM-identified audience segments
showing key motivations and
requirements for watching a movie.
Dynamic content
Surfaces the ideal selection and
ordering of movies based on each
recipient's preference, creating tens
of thousands of permutations.

Agentic commerce (transactions)
Using AI assistants to complete
end‑to‑end cinema transactions
within defined rules and
safeguards.
React summaries
Insights from guest satisfaction
surveys, surfacing issues and
trends to improve service delivery.

First draft
Automatically generates newsletter
copy in each exhibitor's tone of voice,
enabling personalised 1:1 marketing
at scale.
Vista Group and AI • 25

Examples of how Vista Group is embedding AI operationally
Empowering our people, processes, and products by embedding trusted AI
into how we work, build, and deliver.

Enterprise Grade
Governance
AI adoption built on disciplined
control and risk management
•Scaled adoption while
protecting client and guest
data.
•
Secure experimentation
embedded within Software
Development Life Cycle (
SDLC)
controls.
•Clear data rights and
classification standards
enforced.
•Employees trained on
responsible and ethical AI
usage.
Embedded into Engineering
at Scale
AI is accelerating innovation
cycles and lowering development
cost per feature
•More than 70% of core
engineering using agent
assisted AI development daily.
•More than 50% of core
engineering leveraging agentic
capabilities within the SDLC.
•Structured AI-fluency program
strengthening long term
capability.
•Evidence of improved cycle
time and code quality.
Product and Platform
Differentiation
AI enhancing reliability, usability
and speed to market
•Improved reliability and uptime
from AI-enabled anomaly
detection.
•AI generated test coverage
reducing defects and improving
quality.
•AI-enhanced interfaces
leveraging proprietary Vista
data to deliver differentiated
customer insight.
•Continuous exploration of high-
value AI use cases across the
portfolio.
•Unified proprietary data
enables scalable AI deployment
Vista wide.
• Annual Report 202526

Modernisation and
Efficiency
AI is creating structural cost and
speed advantage
•Agentic AI code generation
modernising at scale; improving
speed and efficiency.
•
Model Context Protocol (MCP)
enabling scalable code
discovery and automation.
•MCP‑enabled discoverability
unlocking future agentic
development and faster
incident resolution.
•Statistical and machine learning
models in place for anomaly
detection and predictive
monitoring.
•Agentic AI‑enhanced security
automation across detection,
response, and governance.
Scaling the advantage into
2026
We are not standing still, we are
embracing change
•AI deployment moving from
adoption to measurable
financial impact.
•Organisation-wide rollout of
productivity AI tools.
•3–5 lighthouse automations live
in support functions, delivering
quantifiable cost, cycle‑time
and quality improvements.
•Agentic AI modernisation
scaled further across codebase.
•Expanded AI capability across
people systems and
procurement workflows.

Vista Group and AI • 27

The Vista Cloud
journey
The exemplary environment
and service that powers
Vista Cloud, underpinning
all capabilities.
Serve guests and operate
theatres as efficiently and
effectively as possible.
Deliver amazing self-service
experiences that put moviegoers
in control and delight them
across every sales channel.
Drive incremental returns and
boost moviegoer retention and
spend with tailored interfaces,
communications, and offers.
Core
Confidence
Digital
Enablement
Moviegoer
Engagement
Operational
Excellence
Understand how cinemas
are performing, why, and
bespoke recommendations
to seize every opportunity.
Data
Empowerment
• Annual Report 202528

Group trading overview
Group results
Vista Group delivered all-time record revenue of
$164.3m in FY25, a 10% increase on FY24. This
growth was underpinned by a 9% uplift in Recurring
Revenue to $147.2m and a 25% increase in SaaS
Revenue to $69.7m as clients transitioned to cloud
solutions. ARR reached $163.0m, up 12% year-on-
year, reflecting strong ongoing subscription growth.
Earnings improved significantly, with EBITDA rising
31% to $28.2m (FY24: $21.6m) and EBITDA margin
expanding to 17.2% (up from 14.4% last year). This
margin expansion, combined with disciplined cost
control, led to a return to net profit after tax of
$2.6m, compared to a small loss in the prior year.
Operating cash flow was $27.8m, up 65% on
FY24, underscoring improved cash generation from
the business. Notably, Vista Group achieved these
results while also investing an additional $8.5m
during the year to accelerate delivery and technology
capabilities, ending FY25 with a year-end net cash
position of $0.7m, only marginally below that
of FY24.
Alongside its financial performance, Vista Payments
continues to make significant operational progress,
with four pilot clients contracted, two already
transacting on the solution, and further go‑lives
scheduled for 2026.
Total Revenue
$164.3m 10%
Recurring Revenue
$147.2m 9%
SaaS Revenue
$69.7m 25%
ARR
$163.0m 12%
EBITDA
$28.2m 31%
Net Profit After Tax
$2.6m 533%
Operating Cash Flow
$27.8m 65%
• Annual Report 202530

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
$130.6m, up 9% on FY24. Within this segment,
maintenance revenues reduced 3% as clients
converted to Vista Cloud, enabling Recurring and
SaaS Revenues to increase by 9% and 29%
respectively. The segment's Contribution Margin
increased to $44.5m (up 11% on FY24) which
represents 34% of its total revenue (FY24: 34%).
Key client signings during the year included ODEON
Cinemas Group, Kinepolis Group and Village
Cinemas Australia – cumulatively adding 445 sites.
Film
Vista Group's 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 $33.7m,
up 12% on FY24. Within this segment, both
Recurring Revenue and SaaS Revenue rose by 11%.
The segment's Contribution Margin also saw strong
growth, up 19% to $14.3m.
Vista Group's Powster creative studio business,
which had previously been impacted by content
delays stemming from the 2023 writers' and
actors' strikes, experienced a notable rebound
with revenue up 29% on FY24. Meanwhile, Vista
Group's box office reporting and film distribution
products – including Maccs, Numero, and Movio
Research – continued to perform well, with Recurring
Revenue increasing 8% year-on-year. This growth
was primarily driven by the ongoing geographic
expansion of the Numero platform.
Group revenue and EBITDA margin
Revenue

(NZ$m)
EBITDA

Margin

(%)
9.3
14.4
17.2
19.0
2023202420252026
(mid-point of guidance)
0
20
40
60
80
100
120
140
160
180
0
2
4
6
8
10
12
14
16
18
20
Total RevenueEBITDA margin (%)
Group trading overview • 31

Our sustainability approach
As global challenges continue
to evolve, we recognise our
responsibility to make a
meaningful, positive
contribution to the
communities we serve
Our sustainability framework is designed to align
with Vista Group's strategy, focusing on the issues
most relevant to our long-term success and impact.
Each year, we review and refine this framework,
strengthening initiatives where we can create the
greatest value. It forms the foundation of our
sustainability approach, guiding how we operate and
holding us accountable through targets that drive
progress for society and the planet.
Our forward-thinking framework is built around
three core pillars:
•
People: Stronger together
•
Trust: Building greater trust
•
Environment: Consuming responsibly and
impactful innovation.
• Annual Report 202532

Our sustainability progress in 2025
The table below outlines our progress for 2025 against our sustainability targets.
Target2025Performance against target
Stronger together
Develop baseline metrics of
performance and productivity, to
enable measurement of year-on-
year progress
In progressKey performance and productivity measures have been identified
and now actively in use, utilising existing tools and data sources.
Processes will be further integrated and automated with an improved
HR platform in 2026.
Wellbeing and eNPS scores aligned
to at least the median for the
technology sector
AchievedeNPS and wellbeing scores were stable throughout the year,
consistently tracking alongside the median of the technology sector
benchmark. Overall, our solid engagement and wellbeing scores also
correlate with Vista Group's high employee retention rate.
Create a roadmap to ensure all of our
people are treated fairly
AchievedOur One Vista programme was launched in H1 2025, with key
milestones on the roadmap delivered in H2 2025, with progress
against most key metrics.
Building greater trust
No notifiable privacy breaches or
critical security incidents
OneVista Group had one notifiable privacy breach impacting Vista Group
employee related information inadvertently disclosed by a Vista
Group employee. Vista Group did not have any notifiable privacy
breaches or critical security incidents impacting any clients or Vista
Cloud during 2025.
Maintain Board governance roadshows,
at least every 2 years
AchievedOur next governance roadshows are scheduled for 2026.
Achieve SOC 2 Type 1 attestation
report for Movio EQ
In progressSignificant progress has been made throughout the year in
implementing the programme. Activities will continue into 2026 to
finalise the remaining procedures.
Obtain SOC 2 Type 2 compliance for
Vista Cloud and movieXchange in 2025
AchievedIn July 2025, we achieved our SOC 2 Type 2 compliance for Vista
Cloud and movieXchange.
Consuming responsibly & impactful innovation
Integrate environmental expectations
into Supplier Code of Conduct
In progressThis activity will continue into 2026.
100% of direct enterprise clients on
cloud solutions by the end of 2030
In progress19% of our direct clients' sites are on the cloud journey and 16% have
completed the transition.
Toitū carbonreduce certificationAchievedIn June 2025, Vista Group successfully completed its third year of
Toitū carbonreduce certification for the financial year ending 2024.
Measure remaining Scope 3 operational
GHG emissions categories
In progressThis activity will continue into 2026 as we obtain the data and
appropriate methodology for measuring emissions relating to the use
of our sold products.
Our sustainability approach • 33

Sustainability framework
BUILDING GREATER TRUSTSTRONGER TOGETHER
CONSUMING RESPONSIBLY
& IMPACTFUL INNOVATION
• Optimise our organisation, ensuring our
operating model and our people are equipped
to deliver our business aspirations
• Promote a thriving culture which celebrates
and rewards high performance and fosters
innovation.
• Further progress 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
• Embed high performance into our processes
and ways of working
• Wellbeing and eNPS scores aligned to at least
the median for the technology sector
• Deliver on One Vista roadmap milestones with
demonstrated improvement key metrics of
gender representation and pay equity.
• Maintain SOC 2 Type 2 compliance for Vista
Cloud and movieXchange
• 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 the end of 2030
• 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
• Annual Report 202534

Stronger together
Our 2025 people strategy reflects our ongoing
commitment to building a high-performing, vibrant,
and innovative organisation. We have continued
to align our people initiatives with Vista Group's
business ambitions, supporting our journey toward
full cloud transformation and an AI-enabled future.
Our focus on talent, culture, and fair treatment
ensures we are well-positioned to deliver on our
strategic priorities and foster a workplace where
every individual can thrive.
Each of our strategic priority areas are part of a
multi-year programme, and we have made significant
progress throughout the year. Key achievements in
2025 include:
•
Employee engagement: Solid employee
engagement with eNPS scores consistently
within our target range, attributed to tight
feedback loops and targeted actions. Successful
initiatives include clarity of career pathways and
growth opportunities, ongoing celebration of our
people and their achievements through formal
recognition, and improved transparency of our
reward framework and process.
•
Health, safety, and wellbeing: Prioritised health
and wellbeing through initiatives to promote key
aspects of wellbeing and raise awareness of
benefits and support available. 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. Similar to
our engagement score, wellbeing was stable
throughout the year and aligned to the median
benchmark for our sector (averaging at a score of
7.9 on a 10 point scale).
•
Performance: Introduced robust performance
metrics at a functional level to ensure clear
expectations, drive accountability and excellence
across individuals and teams.
•
Rewards: Integrated performance measures
into our annual remuneration review process
building greater alignment between performance
and rewards.
•
Learning and development: Ongoing investment
in development programmes, from leadership
development through to tailored AI workshops and
technical training.
•
Talent: Targeted initiatives to optimise talent
and grow capacity within our existing headcount,
leveraging automation and enhanced business
processes to unlock productivity.
•
Fair treatment: Launched our One Vista
framework, with milestones on track for
education, leadership engagement, and targeted
initiatives resulting in clear progress towards
balanced gender representation, with women
comprising 52% of all new hires in 2025 (compared
to 33% in 2024).
•
Retention: Retaining our people remained a focus,
resulting in an annualised voluntary turnover rate
of 8% in 2025.
Vista Group maintains a strong commitment to
fostering a dynamic, high performance culture,
ensuring a safe work environment, and enhancing the
overall success of the organisation.
• Annual Report 202536

Our people demographics

Gender representation
Vista Group reports the gender composition of its Board and Officers (the GSLT, comprising the Group
CEO and CEO direct reports) in accordance with NZX Listing Rule 3.8.1(c). As an additional voluntary
disclosure, we also provide female representation data for all our people to support transparency and year-
on-year comparability.
There were no members of the Board or GSLT that identified as gender diverse.
Gender pay gap 15.3%
The global gender pay gap increased from 9.5% in 2024 to 15.3% in 2025, driven largely by shifts in
workforce composition and regional distribution. When comparing like‑for‑like roles, the gap narrows to
an average of 4%, indicating that the wider variance is primarily due to role distribution rather than inequitable
pay practices.
Vista Group remains committed to reducing these disparities through targeted actions, ongoing monitoring,
and a sustained focus on achieving pay equity across our global workforce.
Regional Distribution
New ZealandUnited KingdomMexicoUnited StatesEuropeSouth AfricaAustraliaMalaysiaBrazil
3619571696651753
Total: 728
Age Distribution
21 - 28
112 (15%)
29 - 37
278 (38%)
38 - 46
218 (30%)
47 - 55
85 (12%)
56 - 64
32 (4%)
65+
3 (1%)
Our Board
Female
2025
40% (2 of 5)
2024
33% (2 of 6)
GSLT
Female
2025
17% (2 of 12)
2024
9% (1 of 11)
Male
2025
60% (3 of 5)
2024
67% (4 of 6)
Male
2025
83% (10 of 12)
2024
91% (10 of 11)
Our People
Female
2025
31% (229 of 728)
2024
29% (208 of 711)
Our sustainability approach • 37

Building greater trust
Our commitment to do the right thing, coupled with our evolution from a trusted software
provider to a trusted cloud provider, underscores our dedication to deliver exceptional
value and foster long-lasting partnerships.

SOC 2 compliance
As part of our ongoing commitment to robust
governance and responsible data stewardship, Vista
Cloud and movieXchange successfully achieved SOC
2 Type 2 compliance in July 2025, demonstrating
the maturity and effectiveness of our security,
availability, privacy, and confidentiality controls in
operation over time.
Movio EQ is also progressing strongly on this
journey, working towards obtaining SOC 2 Type 1
compliance as a foundational step. These initiatives
are integral to strengthening the resilience of our
technology platforms and provide our clients with
enhanced confidence that their data is managed
in accordance with rigorous and independently
verified standards.
SOC 2 compliance requires ongoing effort to
maintain and requires annual recertification.
Security operations
During 2025, Vista Group established a security
operations function, delivering a step‑change in
cyber security capability, maturity, and operational
resilience. The scalable and business‑aligned
security operations centre capability, enables
continuous monitoring, effective incident response,
and improved cyber risk management.
Key security platforms and processes were
implemented to strengthen governance, detection,
and response, supported by trained personnel
and automation to improve efficiency and
consistency. Clear incident management, escalation,
and our risk management framework have
improved accountability, response times, and
cross‑functional collaboration.
These initiatives continue to enhance Vista Group's
cyber resilience, support compliance objectives, and
positions security operations as a critical enabler of
our operational resilience.
• Annual Report 202538

Embedding responsible AI practices
across our operations
As we continue to integrate AI into our
products, services, and internal operations, Vista
Group remains committed to ensuring that these
technologies are developed and applied responsibly.
Vista Group views AI as an important enabler
of efficiency and innovation across our business.
Guided by our AI Policy, we embrace AI to enhance
client support, operations and product development
while maintaining a strong focus on data security,
privacy, and ethical practice. We have implemented
governance processes to assess AI‑related risks,
including oversight from our AI Ethics Committee,
to ensure AI is used legally, responsibly and in line
with evolving regulatory expectations. By embedding
responsible AI practices across our development
lifecycle, we aim to deliver innovations that are safe,
reliable, and aligned with the expectations of our
clients, partners, and stakeholders.
Supply chain risk and modern slavery
programme
During 2025, we continued to strengthen our
vendor management framework to support
resilient operations and well governed supply-
chain practices. Our processes incorporate an
enhanced pre-engagement due-diligence, ongoing
performance monitoring, and risk-based reviews
aligned with our policies and standards.
Turn to page 69 to read more about our risk
management and key risks.
Our modern slavery risk assessments are embedded
within our vendor management framework. Each
vendor is assessed against defined risk criteria to
determine whether they present a low or elevated
potential exposure to modern slavery risks.
Our Modern Slavery Statement provides further
detail on the actions we have taken, as well as our
planned future initiatives, to identify and address
risks of modern slavery and human trafficking across
our supply chains. The Statement is available at
vistagroup.co.nz/investor-centre.
Our sustainability approach • 39

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.
Climate reporting and disclosure
Vista Group has continued to strengthen its
approach to climate-related disclosure and
emissions management. Since April 2024, we have
published a Group Climate Statement aligned with
the New Zealand Climate Standards. This practice
ensured transparency around our climate-related
risks, governance processes, and emissions profile.
In October 2025, the proposed Financial Markets
Conduct Amendment Bill signalled a material
change for reporting entities, with the threshold
for mandatory climate reporting for listed issuers
increasing from a market capitalisation of $60 million
to $1 billion, expected to take effect in 2026. In
response, the Financial Markets Authority introduced
interim relief for the 2025 reporting period, adopting
a 'no action' approach for entities expected to fall
outside the revised threshold.
Based on our current market capitalisation, Vista
Group will no longer be classed as a climate-
reporting entity once the new threshold is
implemented. As a result, we have ceased preparing
a Group Climate Statement, including for the 2025
reporting period.
Carbon certification and programme
review
In July 2025, following confirmation of our third
consecutive year of Toitū carbonreduce certification,
we undertook our annual review of our participation
in the programme. While the certification remains
highly regarded within New Zealand, we determined
that it does not provide the international visibility
and alignment required for our global client
base. Accordingly, we elected to withdraw from
the programme.
Ongoing climate commitments
Despite changes to our regulatory obligations
and certification approach, Vista Group remains
committed to responsible climate management and
transparent reporting. Our focus areas include:
•
Emissions measurement and disclosure: We
continue to measure our Scope 1, 2 and 3 GHG
emissions and will voluntarily publish our carbon
footprint through an annual GHG Emissions
Inventory Report
•
Emissions reduction target: We are committed
to reducing market-based Scope 2 emissions by
2030, using 2022 as our base year
•
Climate risk management: We continue
to identify, assess and manage climate-
related risks through our established risk
management framework.
These ongoing actions reflect our commitment
to environmental stewardship and support the
resilience and sustainability of our business
operations globally.
• Annual Report 202540

Our carbon footprint
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. Our
carbon footprint is largely made up by office energy
consumption, third party data centres, business
travel, and technology consumables.
In 2025, Vista Group's total gross emissions were
3,113.7 tCO
2
e, which represents a 1.0% (31.6 tCO
2
e)
increase on prior year. This is driven primarily
by higher Scope 3 emissions - most notably from
employee commuting, business travel and capital
goods - while our Scope 2 emissions reduced by
5.6% due to a reduction in our office electricity use.
Our detailed GHG emissions inventory is available in
our 2025 GHG Emissions Inventory Report available
at vistagroup.co.nz/investor-centre .
Enhancing the quality of our
emissions data
Throughout 2025, we have continued to strengthen
the way we collect and measure our emissions data.
Business travel remains a significant contributor to
our emissions profile due to the global nature of our
operations. To improve the speed and consistency
of our data collection, we introduced a centralised
travel booking system.
We also adopted Sumday, a specialised carbon
accounting platform that enhances the accuracy and
robustness of our greenhouse gas (GHG) reporting.
Sumday integrates financial transaction data
directly into emissions calculations, streamlining
our processes and improving the reliability,
transparency, and efficiency of our GHG emissions
processes and reporting.
2025 GHG Emissions
Scope
2025
(tCO2e)
2024
(tCO2e)
Performance against
2024
Scope 15.65.7(1.8%)
Scope 297.0102.7(5.6%)
Scope 33,011.12,973.71.3%
Total gross emissions (location-based)3,113.73,082.11.0%
Consuming responsibly and impactful innovation • 41

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 2025.
Vista Group's Board remains firmly committed to a
remuneration strategy and framework that support
the achievement of the Company's short‑term and
long‑term strategic objectives. Our remuneration
and incentive structures are aligned to key financial
outcomes, supplemented by targeted non‑financial
measures designed to drive strong client, people,
and organisational results, aligned to enhance
shareholder value. We continue to take shareholder
and market feedback seriously, ensuring that our
remuneration framework strikes the appropriate
balance between performance, accountability, and
alignment with broader market expectations.
The Board is committed to ongoing improvement
in remuneration governance, transparency, and
disclosure. This report reflects that progress,
highlighting the steps we have taken over previous
periods towards best practice in this area. It
also outlines Vista Group's current remuneration
strategy and framework, with particular focus on the
remuneration structures for the CEO and the GSLT.
For 2026, the following enhancements to the
2025 plan will be adopted into the Company's
variable remuneration schemes in order to further
strengthen alignment with our strategic objectives
and best‑practice governance standards:
•
STI Scheme: The CEO's short‑term incentive
framework was updated to by paid 50% in cash
and 50% in scrip with recurring revenue, EBITDA
margin, free cash flow and client sentiment
targets, with the first two of these replacing site
count and employee NPS targets under the 2025
STI scheme. Individual GSLT targets will either
replicate or directly support the achievement of
these CEO targets as appropriate so as to directly
align to the relevant GSLT member's functional
responsibilities. Further a scrip component with a
target linked to total revenue growth based on the
Board approved FY26 budget has been included in
the STI scheme for all participants.
•
LTI Scheme: All participants' long-term incentive
will be linked to relative total shareholder return
target with vesting occurring after a three-year
performance period.
Vista Group continues to operate in a highly
competitive global and local talent market. Retaining
key talent and attracting high‑calibre team members
is essential to the delivery of our strategy. Our
remuneration framework and broader employee
value proposition plays a central role in this,
ensuring that we reward sustainable performance -
both financial and non‑financial - in line with the
targets set.
As Vista Group continues to grow and evolve, the
Board's experience and stewardship remain essential
in guiding the Company's strategy and supporting the
GSLT. Strong succession planning is a critical priority
to ensure continuity of governance, capability, and
market expertise. Our focus remains on blending
the deep experience of existing directors with new
perspectives and skills that enhance the Board's
overall effectiveness.
Thank you for your continued support. Vista Group
enters 2026 in a strong position, with a clear
remuneration framework that underpins our ability
to retain and attract the talent required to deliver on
our operational and strategic ambitions.
Regards,
Cris Nicolli - Chair, NRC
• Annual Report 202542

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 remuneration schemes
(where applicable) are 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
annually by the Board on the recommendation
of the NRC, based on the achievement or
otherwise of financial and non-financial performance
based targets.
Details of Vista Group's STI and LTI schemes are set
out on pages 46 and 47.
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 to comparable
market peers to Vista Group. During the year,
Vista Group sought external and independent market
remuneration data from:
•Guerdon Associates for the purpose of
benchmarking the remuneration of Vista Group
directors and the CEO;
•Radford McLagan for the purposes of
benchmarking the remuneration of Vista
Group employees.
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.
Remuneration report • 43

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 2025, 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 $10,000. The remuneration
figures shown in the table include all monetary
payments actually paid during the year ended
31 December 2025, including STI payments made in
respect of the 2024 STI scheme. The table does not
include amounts paid after 31 December 2025 that
related to the year ended 31 December 2025, such
as STI payments in respect of the 2025 STI scheme,
or the value attributed to rights granted or shares
issued under LTI schemes during the year ended
31 December 2025.
Remuneration Band (NZ$)
Total Group Employees
100,000 - 109,99932
110,000 - 119,99932
120,000 - 129,99945
130,000 - 139,99960
140,000 - 149,99957
150,000 - 159,99936
160,000 - 169,99936
170,000 - 179,99930
180,000 - 189,99918
190,000 - 199,99923
200,000 - 209,99916
210,000 - 219,99914
220,000 - 229,9998
230,000 - 239,99916
240,000 - 249,9996
250,000 - 259,9997
260,000 - 269,9995
270,000 - 279,99910
280,000 - 289,9995
290,000 - 299,9993
300,000 - 309,9991
310,000 - 319,9992
320,000 - 329,9991
330,000 - 339,9992
350,000 - 359,9991
360,000 - 369,9991
370,000 - 379,9991
390,000 - 399,9991
400,000 - 409,9992
410,000 - 419,9991
420,000 - 429,9991
440,000 - 449,9991
470,000 - 479,9991
480,000 - 489,9992
490,000 - 499,9992
520,000 - 529,9991
550,000 - 559,9991
590,000 - 599,9991
620,000 - 629,9991
710,000 - 719,9991
1,020,000 - 1,029,9991
Total485
• Annual Report 202544

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 ZealandKiwisaver contribution
Health insurance
Life insurance
Employee assistance program
United States401k contribution
Health insurance
Life & long-term disability insurance
On site paid gym membership
Employee assistance program
United KingdomPension scheme
Health insurance
Employee assistance program
Discounted gym memberships
Access to salary sacrifice scheme
NetherlandsPension 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.
Remuneration report • 45

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.
2025 STI Scheme
For all participating employees in the 2025 STI
scheme (excluding the CEO), if the targets are
achieved then the STI will be paid in cash. For the
CEO, if the targets in the 2025 STI scheme are
achieved then the STI will be paid 50% in cash and
50% in Vista Group shares, following the vesting of
performance rights. 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 CEO and
GSLT for the 2025 STI scheme are set out in the
table below:
2025 Targets
% of STI
Free Cash Flow35%
Client sites live on Vista Cloud, or Segment Revenue
1
35%
Employee or Client Net Promoter Score15%
Personal targets
2
15%
1Targets detailed in the above tables vary slightly, to ensure the relevant GSLT
members are incentivised to the targets most appropriate to their role.
2The CEO does not have any targets aligned to personal objectives. His STI targets
instead are aligned to employee or client net promoter scores.
The Board retains discretion over the final
outcomes under Vista Group's STI schemes, to
allow appropriate adjustments where unanticipated
circumstances impact performance, positively
or negatively.
Under the 2025 STI scheme, the Board determined
that the CEO and GSLT members would be eligible
to receive the following awards:
•
CEO
1
: 62% of base salary.
•
GSLT members: Between 20%-40% of base salary.
2026 STI Scheme
The CEO's key targets, percentages and terms for
the 2026 STI scheme are set out in the table below:
2026 Targets
% of STI
Recurring Revenue30%
EBITDA Margin30%
Free Cash Flow20%
Client Sentiment20%
If the CEO achieves the targets in the 2026 STI
scheme then the STI will be paid 50% in cash and
50% in Vista Group shares, following the vesting of
performance rights.
The GSLT's key targets for the 2026 STI scheme
either replicate or directly support the achievement
of the CEO targets in the table above as appropriate
so as to directly align to the relevant GSLT member's
functional responsibilities. The percentages range
between 25%-33% per target, with the financial
targets set based on the 2026 budget.
In 2026, the Board intends to include a share-
based component in the 2026 STI scheme for all
participants with a single target linked to total
revenue growth based on the Board approved 2026
budget. This share-based component is intended to
be included in the 2026, 2027 and 2028 STI schemes
to facilitate the transition of the LTI scheme to a
three year measurement and vesting period in 2026.
Vista Group intends to grant performance rights
under the 2026 STI Scheme in April 2026.
1
More details of the 2025 STI targets are available in the Breakdown of CEO pay for performance table on page 49.
• Annual Report 202546

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 participating employee'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. Rights granted under the
LTI vest based on the achievement (or otherwise)
of specified targets and the satisfaction of certain
conditions over three years.
2025 LTI Scheme
In April 2025, Vista Group granted rights under the
2025 LTI scheme. Under the terms of the 2025 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:
2025 Targets
% of LTI
Recurring Revenue50%
EBITDA Margin25%
Relative Total Shareholder Return25%
Under the 2025 LTI scheme, the Board granted the
following awards to the CEO and GSLT members:
•
CEO: 97% of base salary.
•
GSLT members: Between 30%-50% of base salary.
Share rights with vesting conditional only on the
continued tenure of the participant were not granted
under the 2025 LTI scheme and will not be granted
under the 2026 LTI scheme.
2026 LTI Scheme
Vista Group intends to grant rights under the 2026
LTI Scheme in April 2026. Under the terms of the
2026 LTI Scheme, all of the rights granted will
be performance rights, with the performance rights
eligible to vest at the end of the three year scheme
based on the achievement of the following target:
2026 Target
% of LTI
Relative Total Shareholder Return
1
100%
1Relative total shareholder return is measured against a group of comparable
NZX-listed and ASX-listed companies. The Board engaged Guerdon Associates to
independently select the relevant peer group and measure achievement of this target.
Remuneration report • 47

Past retention schemes
The past offer of tenure based share rights,
including those granted under previous retention
schemes, was used to help retain key employees
during challenging periods for the film industry
in which Vista Group operates, including the
pandemic and writers' and actors' strikes, and
significant periods of transformation for Vista
Group's business, including the CEO transition and
the 2023 business transformation.
The Board considered the retention of key
employees over these periods, to be in the
best interests of Vista Group's shareholders,
as it supported continued delivery of Vista
Group's strategy.
The Board does not plan to grant any share rights in
2026 that vest solely based on continued tenure.
CEO retention scheme
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 vested subject to the continued tenure of
the CEO as follows:
•100,000 share rights vested in April 2024
•100,000 share rights vested 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 2025, and does not plan to grant
any tenure-based share rights to the CEO in 2026.
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 vested in April 2025.
•
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 in
2026 that vest solely based on continued tenure.
• Annual Report 202548

Breakdown of CEO pay for performance
The table below represents the pay for performance remuneration expected to be received by the CEO
relating to the 2025 financial year. These STI amounts will be paid, and LTI rights are expected to vest, in
April 2026.
DescriptionPerformance MeasuresTarget
Target
Outcome
% Target
Achieved
% STI / LTI
Payable
Amount
Achieved NZ$
STI
Set at 62% of
base salary.
Based on a
combination of
key
financial
and non-
financial
performance
measures.
1
35% based on Vista Group free
cash flows.
1H25: $1.0m
2H25: -$2.0m
2
Achieved100%100%148,444
35% based on the number of client
sites live on the Vista Cloud
Platform. The threshold to achieve
is 80%.
1,600
sites live
1,557
sites live
95%75%111,333
15% based on client net promoter
score. If achieved, then 100% of
applicable STI is payable.
Not
achieved
0%0%-
15% based on employee net
promoter score. If achieved, then
100% of applicable STI is payable.
Achieved100%100%63,619
Total STI323,396
LTI
2025 LTI
Scheme
1
50% based on Vista Group's 2025
Recurring Revenue. The threshold
to achieve is 95% with pro-rata
payment through to 102.5%.
$154.2m$147.2m95%33%39,825
25% based on Vista Group's 2025
EBITDA Margin (adjusted for
exchange). The threshold to
achieve is 86% with pro-rata
payment through to 106%.
18.07%17.22%95%43%25,884
25% based on Vista Group's
relative Total Shareholder Return.
50th
percentile
38th
percentile
43%25,488
2024 LTI
Scheme
1
50% based on Vista Group's 2025
Recurring Revenue. The threshold
to achieve is 90% with pro-rata
payment through to 100%.
$164.8m$147.2m89%0%-
50% based on Vista Group's 2025
EBITDA (adjusted for exchange).
The threshold to achieve is 80%
with pro-rata payment through to
100%.
$35.1m$28.1m80%0%-
2023 LTI
Scheme
1
50% based on Vista Group's 2025
Recurring Revenue. The threshold
to achieve is 90% with pro-rata
payment through to 100%.
$168.0m$147.2m88%0%-
50% based on continued tenure to
April 2026.
100%92,416
Total LTI183,613
Total awards507,009
1Share rights in this table will vest and convert into Vista Group shares in April 2025. The share price at 31 December 2025 of $2.58 per share was used for calculating the value of the
shares expected to be issued under share schemes.
2The 2H25 target was adjusted to align with Vista Group's Board approved cloud acceleration strategy announced with Vista Group's 2025 interim results.
Remuneration report • 49

CEO remuneration arrangements and outcomes
The total remuneration received by Stuart Dickinson as CEO in 2025 and 2024 is set out in the following table:
Base Remuneration (NZ$)Pay for Performance (NZ$)
YearSalaryBenefits
Value of
Share Rights
vested
1
SubtotalSTI
1
Performance
Rights
vested
1
Subtotal
Total
Remuneration
(NZ$)
2025708,59136,300469,9371,214,828282,000226,118508,1181,722,946
2024637,64328,359267,565933,567274,09251,321325,4131,258,980
1The STI, LTI shares represented in this table relate to amounts paid or shares rights vested in the relevant financial year (for example, the 2024 STI is reflected in 2025, being the year
it was paid). The value attributed to share awards is Vista Group's share price on the vesting date.
At 31 December 2025, the CEO was a participant in the following share-based schemes:
Number of Rights
Value of Rights
Performance
Measures
Performance
Period
Grant
Date
Financial
Year of
TargetTarget
1
Granted
Vested
during 2025
Outstanding
at 31 Dec
2025
On Grant
Date (NZ$)
At 31 Dec
2025 (NZ$)
2025 STI Scheme
Sites live on
Vista Cloud
Platform
Jan 2025 to
Apr 2026
May
2025
20251,600
sites live
15,482-15,48256,00039,943
Free Cash FlowJan 2025 to
Apr 2026
May
2025
1H25$1.0m7,741-7,74128,00019,972
Free Cash FlowJan 2025 to
Apr 2026
May
2025
2H25-$2.0m
2
7,741-7,74128,00019,972
eNPSJan 2025 to
Apr 2026
May
2025
20256,635-6,63524,00017,119
cNPSJan 2025 to
Apr 2026
May
2025
20256,635-6,63524,00017,119
2025 LTI Scheme
Vista Group
Recurring
Revenue
Jan 2025 to
Apr 2026
May
2025
2025$154.2m46,308-46,308167,501119,475
Jan 2025 to
Apr 2027
May
2025
202646,308-46,308167,501119,475
Jan 2025 to
Apr 2028
May
2025
202746,308-46,308167,501119,475
Vista Group
EBITDA Margin
Jan 2025 to
Apr 2026
May
2025
202518.07%23,154-23,15483,75059,737
Jan 2025 to
Apr 2027
May
2025
202623,154-23,15483,75059,737
Jan 2025 to
Apr 2028
May
2025
202723,154-23,15483,75059,737
Relative Total
Shareholder
Return
Jan 2025 to
Apr 2026
May
2025
202550th
percentile
23,154-23,15483,75059,737
Jan 2025 to
Apr 2027
May
2025
202623,154-23,15483,75059,737
Jan 2025 to
Apr 2028
May
2025
202723,154-23,15483,75059,737
• Annual Report 202550

Number of RightsValue of Rights
Performance
Measures
Performance
Period
Grant
Date
Financial
Year of
TargetTarget
1
Granted
Vested
during 2025
Outstanding
at 31 Dec
2025
On Grant
Date (NZ$)
At 31 Dec
2025 (NZ$)
2024 LTI Scheme
Vista Group
Recurring
Revenue
Jan 2024 to
Apr 2025
Apr
2024
2024$137.3m30,57025,0125,5589,09114,340
Jan 2024 to
Apr 2026
Apr
2024
2025$164.8m30,570-30,57050,00078,871
Jan 2024 to
Apr 2027
Apr
2024
202630,570-30,57050,00078,871
Vista Group
EBITDA
Jan 2024 to
Apr 2025
Apr
2024
2024$23.3m30,57030,570---
Jan 2024 to
Apr 2026
Apr
2024
2025$35.1m30,570-30,57050,00078,871
Jan 2024 to
Apr 2027
Apr
2024
202630,570-30,57050,00078,871
2023 LTI Scheme
Vista Group
Recurring
Revenue
Jan 2023 to
Apr 2024
Mar
2023
2023$127.1m35,820-9,76913,63725,204
Jan 2023 to
Apr 2025
Mar
2023
2024$146.1m35,8209,77026,05036,36367,209
Jan 2023 to
Apr 2026
Mar
2023
2025$168.0m35,820-35,82050,00192,416
Continued
tenure
Jan 2023 to
Apr 2025
Mar
2023
202435,82035,820---
Jan 2023 to
Apr 2026
Mar
2023
202535,820-35,82050,00192,416
2023 CEO Retention Scheme
Continued
tenure
Apr 2023 to
Apr 2025
Apr
2023
2025100,000100,000---
Total784,602201,172557,3791,524,0961,438,041
1Vista Group's recurring revenue and EBITDA targets for 2026 and 2027 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.
2The 2H25 target was adjusted to align with Vista Group's Board approved cloud acceleration strategy announced with Vista Group's 2025 interim results.
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 2025, and does not plan to grant any tenure-based share rights to the CEO in 2026.
Remuneration report • 51

Share-based schemes
Rights granted under share-based
schemes in 2025
In May 2025, Vista Group granted 1,030,871 rights
(representing 0.43% of the total Vista Group shares
on issue at that time) to participants under the
following share-based schemes.
2025 LTI Scheme
In May 2025, Vista Group granted 986,637 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
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 (50%);
•EBITDA (25%); and
•Relative Total Shareholder Return (25%).
Relative Total Shareholder Returns is assessed
against a benchmark group of comparable
NZX-listed and ASX-listed companies compiled by
Guerdon Associates. This group of companies is also
used to benchmark Vista Group's director fee pool
and the CEO's remuneration framework.
The Board did not grant any share rights, with
vesting conditional only on the continued tenure of
the participant, under the 2025 LTI Scheme.
2025 CEO STI Scheme
In May 2025, Vista Group granted 44,234 rights to
the CEO under this scheme. Under the terms of the
scheme, if the CEO achieves the targets then the STI
will be paid 50% in cash and 50% in Vista Group
shares, following the vesting of these performance
rights. All of the rights granted were performance
rights, with rights eligible to vest in April 2026 based
on the achievement of the following targets:
•Client sites on Vista Cloud platform (35%);
•Free Cash Flow (35%);
•Employee Net Promoter Score (15%); and
•Client Net Promoter Score (15%).
Rights to be granted under share-
based schemes in 2026
2026 LTI Scheme
In April 2026, Vista Group expects to grant rights
to the CEO, GSLT and other selected senior
management under this scheme. Under the terms of
the 2026 LTI Scheme, all of the rights granted will be
performance rights that are eligible to vest at the end
of the three year scheme based on the achievement
of the following target:
2026 Targets
% of LTI
Relative Total Shareholder Return
1
100%
1Relative total shareholder return is measured against a group of comparable
NZX-listed and ASX-listed companies. The Board engaged Guerdon Associates to
independently select the relevant peer group and measure achievement of this target.
The Board does not plan to grant any share rights
that vest solely based on continued tenure in 2026 .
2026 STI Scheme
The Board intends to include a share-based
component in the 2026 STI scheme for all
participants with a single target linked to total
revenue growth based on the Board approved 2026
budget. This share-based component is intended to
be included in the 2026, 2027 and 2028 STI schemes
to facilitate the transition of the LTI scheme to a
three year measurement and vesting period in 2026.
Vista Group intends to grant performance rights
under the 2026 STI Scheme in April 2026.
• Annual Report 202552

Shares issued in 2025 under share-
based schemes
In April 2025, Vista Group issued 1,158,179 Vista
Group shares (representing 0.49% 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 2025 are
set out in the table on the following page.
2022, 2023 and 2024 LTI Schemes
Between 2022 and 2024, Vista Group granted the
following share rights and performance rights to the
CEO, GSLT and other selected senior management:
•
2024 LTI Scheme: 1,320,984 performance rights
in March 2024;
•
2023 LTI Scheme: 825,327 share rights and
825,327 performance rights in March 2023; and
•
2022 LTI Scheme: 634,056 share rights and
634,056 performance rights in March 2022.
Under the terms of the 2022, 2023 and 2024
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.
•
Performance Rights: Achievement of 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.
Past retention schemes
Further details regarding the past retention schemes
are set out on page 48.
Vista Group granted the following rights to the
selected GSLT or senior management with vesting
conditional on the relevant participants continued
tenure with Vista Group:
•
2024 Executive Retention Scheme: 150,000 share
rights in April 2024;
•
2023 CEO Retention Scheme: 200,000 share
rights in April 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 2025 under all of Vista Group's
share-based schemes was ~0.92% of Vista Group
shares on issue at that time.
The Board does not plan to grant any share rights in
2026 that vest solely based on continued tenure.
Remuneration report • 53

Shares issued in 2025 under share-based schemes (continued)
The following table should be read in conjunction with the commentary on the previous page.
RightsPerformance MeasuresTarget
Target
Outcome
% Target
Achieved
% of Rights
Vested
# of Shares
Issued
2024 LTI Scheme
A Performance
Rights
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%173,706
B Performance
Rights
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%212,295
2023 LTI Scheme
Performance
Rights
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%60,646
Share RightsContinued tenure with Vista Group222,331
2023 CEO Retention
Share RightsContinued tenure with Vista Group100,000
2022 LTI Scheme
Performance
Rights
Vista Group’s 2024 Recurring
Revenue. The threshold to achieve is
90% with pro-rata payment through
to 100%
$145.4m$134.6m92.6%27.3%40,549
Share RightsContinued tenure with Vista Group148,652
2022 Executive Retention
Share RightsContinued tenure with Vista Group200,000
Total Rights Vested in 20251,158,179
Outstanding rights
The total number of outstanding rights granted for Vista Group employees (less known leavers) at
31 December 2025 are set out in the following table:
Vesting Year
Scheme202620272028
Total Outstanding
Rights
2025 LTI Scheme328,879328,879328,879986,637
2025 CEO STI Scheme44,234--44,234
2024 LTI Scheme424,590463,179-887,769
2024 Executive Retention Scheme150,000--150,000
2023 LTI Scheme666,973--666,973
Total Outstanding Rights1,614,676792,058328,8792,735,613
• Annual Report 202554

2025 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 21 May 2025, the Board sought shareholder approval to increase the total
non-executive director remuneration pool to $990,000. Ahead of the ASM, the Board commissioned Guerdon
Associates to prepare an independent report benchmarking Vista Group's Director fee pool and Director
fees for each role against a group of comparable NZX-listed and ASX-listed companies. Details from the
Guerdon Associates report were included in the Notice of Meeting for the ASM and made available on Vista
Group's website. The Board also engaged directly with Vista Group's largest investors regarding the resolution
ahead of the ASM. The resolution to approve the increase of the director remuneration pool was approved by
98.78% of the votes cast.
Information regarding the Board and Committees is included on page 65. A breakdown of the Directors' fees
in 2025 is set out in the table below:
Position held (amounts per annum in NZ$)
Jan - May 2025Jun - Dec 2025
Chair185,000210,000
Director90,000110,000
ARC Chair20,00020,000
ARC member (excluding ARC Chair)12,00012,000
NRC Chair20,00020,000
NRC member (excluding NRC Chair)12,00012,000
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 2025 are set out in the table below:
Director (amounts in NZ$)
Director FeeFee for ARCFee 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)199,583----199,583
Claudia Batten101,6677,000
1
12,000--120,667
Murray Holdaway101,667----101,667
James Miller (ARC Chair)101,66720,0007,000
2
--128,667
Cris Nicolli (NRC Chair)101,66712,00020,000--133,667
Kirk Senior
3
37,5005,0005,000--47,500
Total643,75044,00044,000--731,751
1Claudia Batten became a member of the ARC on 1 June 2025.
2James Miller became a member of the NRC on 1 June 2025.
3Kirk Senior retired as a Vista Group director on 21 May 2025.
No shares were issued or transferred during the year as part of director remuneration (2024: none).
The total fees paid to directors of $731,751 is within the $990,000 directors' fee pool approved at the ASM
held on 21 May 2025. The number of Vista Group shares held by each director is included on page 73.
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 2025.
Remuneration report • 55

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 26 February 2026. The information
is current as of that date, unless otherwise noted.
Vista Group remains committed to strong corporate
governance practices that protect and enhance
shareholder interests and support the creation
of long-term value. Our governance framework
promotes Board accountability to our shareholders
and incorporates an appropriate delegation of
responsibilities to the CEO and GSLT.
The Board reviews Vista Group's governance
policies and practices regularly to ensure continued
compliance with NZX and ASX requirements (Vista
Group is an ASX Foreign Exempt Listed company)
and to reflect the expectations of shareholders in
New Zealand and Australia.
At the date of this Annual Report, Vista Group's
governance practices during the reporting year
complied with the NZX Corporate Governance
Code and, although not required due to our ASX
foreign-exempt listing status, also complied 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, and
followed its recommendations throughout the
reporting year. A table setting out the principles and
recommendations addressed in this Annual Report is
included on pages 80-81.
Vista Group's corporate governance statement is
current as at the date of this Annual Report.
Board composition and characteristics
Independent Non-Executive Directors (male)
Non-Independent Non-Executive Director (male)
Independent Non-Executive Directors (female)
Board members
5
Figures reflect Board composition on
26 February 2026.
1
Details of directors' skills and experience can be found at vistagroup.co.nz/board-management.
1
No Directors have identified as gender diverse.
• Annual Report 202556

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
Claudia Batten
BCom, LLB (Hons)
Independent Director
James Miller
BCom, FCA
Independent Director
Cristiano (Cris) Nicolli
BMS, FAICD
Independent Director
Murray Holdaway
BSc, BCom
Non-Independent
Non-Executive Director
Corporate governance • 57

Board skills matrix
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.
Proficiency guide:
1.Low proficiency
2.Medium proficiency
3.High proficiency
Capability overviewSusan PetersonClaudia BattenMurray HoldawayJames MillerCris Nicolli
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
32323
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
23213
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)
22212
Strategy and development
Expertise in corporate strategy and developing early stage businesses, including strategic reviews, M&A and
strategic partnerships
33333
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
23313
Financial expertise
Financial expertise with significant public company experience in finance, accounting, capital markets, credit markets,
banking and investor relations
22233
Listed company
Depth of expertise on listed company boards, including experience in governance, compliance and risk management and
health and safety
33233
People and culture
Depth of expertise in remuneration, retention, workforce planning, talent and culture
33223
Film industry
Depth of experience in the film industry, including in film exhibition and / or distribution
21311
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
32231
• Annual Report 202558

Following the NRC's assessment in 2025, 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.
Capability overviewSusan PetersonClaudia BattenMurray HoldawayJames MillerCris Nicolli
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
32323
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
23213
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)
22212
Strategy and development
Expertise in corporate strategy and developing early stage businesses, including strategic reviews, M&A and
strategic partnerships
33333
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
23313
Financial expertise
Financial expertise with significant public company experience in finance, accounting, capital markets, credit markets,
banking and investor relations
22233
Listed company
Depth of expertise on listed company boards, including experience in governance, compliance and risk management and
health and safety
33233
People and culture
Depth of expertise in remuneration, retention, workforce planning, talent and culture
33223
Film industry
Depth of experience in the film industry, including in film exhibition and / or distribution
21311
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
32231
Corporate governance • 59

Independence and conflicts
Vista Group's Board comprises five directors, of whom four are Independent Directors.
Independence is assessed annually and upon any material change, supported by director
self-certification and Board review.
Independent Directors
The Board determined that Susan Peterson
(Chair), Claudia Batten, James Miller and Cris
Nicolli are Independent Directors. In reaching its
determinations, the Board considered all relevant
factors, including those described in Table 2.4 of the
NZX Corporate Governance Code, and concluded
that none of those factors applied to these directors.
The Board's assessment included consideration of
whether any director derived a substantial portion
of their annual revenue from Vista Group, or
had any relationships, interests or connections
that could reasonably be expected to influence
independent judgement. The specific independence
considerations assessed by the Board are set out in
the Independence confirmations section below.
Non-Independent Directors
Murray Holdaway, co-founder of Vista Group, is
considered to be a Non-Independent Director. He
holds 2.423% of Vista Group's ordinary shares and
served as Chief Product Officer until he resigned
in 2022. Considering all relevant factors, including
his previous executive roles, his long tenure as a
director, and his personal ties with a number of
Vista Group people, the Board determined that
Murray Holdaway is not an Independent Director.
(See factor-specific confirmations below.)
Independence confirmations
None of the directors are or were:
•Employed by Vista Group or any of its subsidiaries
in an executive role within the past three years.
1
•Currently deriving, or within the last 12 months
derived, a substantial portion of their annual
revenue (including director fees and shareholder
distributions) from Vista Group.
•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 employees or partners of
Vista Group's external auditor, PwC, within the
past three years;
•Material suppliers to, or clients of, Vista Group or
any of its subsidiaries, nor have they had any other
material business relationship with Vista Group or
any of its subsidiaries within the past three years;
•Persons who control, or who are an executive,
senior manager, or other representative of an
entity which controls, 5% or more of Vista Group's
voting securities.
•Currently in, or within the past three years have
been in, a material contractual relationship with
Vista Group or any of its subsidiaries (other than
as a director).
1
•Persons who have any close family ties or personal
relationships (including close social or business
connections) with anyone in the categories listed
above, except for Murray Holdaway, whose
personal ties are noted separately in the Non-
Indepenent Director assessment above.
•Directors of Vista Group for a period of 12
years or more, other than Murray Holdaway
(co-founder) as noted separately in the Non-
Independent Director assessment above.
•Recipients of performance-based remuneration
from, or participating in, Vista Group's employee
share schemes.
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.
1
Note: Murray Holdaway resigned as Chief Product Officer in 2022. Accordingly, the independence factors relating to recent executive
employment and material contractual relationships may be relevant during part of the FY2025 reporting period, but do not apply as at
the approval date of this Annual Report (being outside the three-year look back window).
• Annual Report 202560

Responsibilities
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, exercising
informed and independent judgement;
•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.
Corporate governance • 61

Governance at Vista Group
Selection, nomination and
appointment
No new directors were appointed during the 2025
financial year.
The Board undertakes appropriate checks before
appointing a director or putting forward any
candidate for election as a director. This includes
assessing the existing and desirable skills of the
Board, taking into account the Board skills matrix,
to identify the capabilities required to support Vista
Group's long-term strategic direction. The Board
also ensures that all constitutional requirements
are met, and that the relevant independence and
appointment criteria set by the NZX Listing Rules
and the NZX Corporate Governance Code are
satisfied. The Board's procedure for the nomination
and appointment of directors is set out in the
Nominations and Remuneration Committee Charter.
The Board enters into written agreements with all
newly appointed directors, setting out the terms of
their appointment.
Training and development
The Board receives regular briefings from
management on Vista Group's business operations,
competitive landscape, market developments and
strategic priorities. Each meeting included updates
on key operational, client, people, security and
technology matters, supported by detailed monthly
reporting. Board strategy days are held during
the year, enabling the Board to explore long-term
strategic pathways in greater depth.
Vista Group provides regular development
opportunities for directors through Board Education
Sessions. During 2025 Vista Group held 2
Board Education Sessions. During 2025, the
Board also received briefings on the risks and
opportunities associated with Artificial Intelligence,
in conjunction with the Board's review and approval
of Vista Group's new AI Policy and associated
governance framework.
Outside of Board 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.
• Annual Report 202562

2025 governance calendar and attendance
Vista Group's 2025 governance calendar is set out in the table below:
MeetingJanFebMarAprMayJunJulAugSeptOctNovDec
Board121112311
Board Sub-Committee11
ARC111111
NRC11111
ASM1
During 2025, the Board held 13 meetings. The New Shareholder Committee, constituted in FY2024 to ensure
the interests of all shareholders were appropriately managed during a period of change in Vista Group's
share register, continued to meet during H1 2025, and held 5 meetings. The Shareholder Committee ceased
meeting following Admetus Capital Limited's (Potentia's) full divestment of its shareholding in Vista Group in
September 2025. Details regarding the directors' attendance at meetings in 2025 is set out in the table below:
1
Board
ARCNRC
Director
Board
attendanceBoard
Board Sub-
Committee
Committee
Member
Present
Non-
Committee
Member
Present
Committee
Member
Present
Non-
Committee
Member
Present
Susan Peterson100%13265
Claudia Batten85%11335
Murray Holdaway92%1264
James Miller100%132623
Cris Nicolli100%1365
Kirk Senior100%533
All the directors attended the ASM held on 21 May 2025. 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.
1
Kirk Senior resigned as a Vista Group Director on 21 May 2025. Attendance is shown up to that date.
Corporate governance • 63

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 2026.
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
1
is set out in the table below:
DIRECTOR | APPOINTED2003 (CO-FOUNDER)2014 (IPO)20152016201720182019202020212022202320242025
Murray Holdaway
06 Aug 2003
Susan Peterson
03 Jun 2014
Cris Nicolli
17 Feb 2017
Claudia Batten
01 Jan 2021
James Miller
31 Aug 2021
4.3 yrs
22.4 yrs (co-founder)
11.6 yrs (since IPO)
8.9 yrs
5.0 yrs
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 2025,
the Chair of the NRC recommenced a Board succession process following the retirement of Kirk Senior.
1
Kirk Senior was appointed on 3 June 2014 and, at the time of his resignation on 21 May 2025, had served a tenure of approximately
11 years.
• Annual Report 202564

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
Claudia BattenIndependent
NRC
DirectorIndependence
Cris Nicolli (Chair)Independent
Claudia BattenIndependent
James MillerIndependent
Vista Group does not have a separate Nominations
Committee or a separate Remuneration Committee.
Rather, the NRC fulfils both of those functions.
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. The New Shareholder
Committee was disestablished in September 2025
following Potentia's exit from the share register.
Other than the New Shareholder Committee,
the Board determined that no further standing
committees were required during 2025.
Committee charters
The ARC and NRC each operate 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 73.
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.
Corporate governance • 65

Assurance and managing risk
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
rotated its key audit partner in 2025, with Troy
Florence being replaced by Jonathan Kirby. Vista
Group's key audit partner in 2024, Troy Florence,
attended Vista Group's 2025 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
2025 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 discloses all non-audit services and any other
relevant independence considerations.
Vista Group does not maintain a separate internal
audit function; instead the Board seeks independent
assurance and advice on the effectiveness of Vista
Group's risk management framework.
• Annual Report 202566

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 2025 financial statements.
Corporate governance • 67

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:
ObjectiveAdditional 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.
Create a roadmap to ensure
progress against our aspiration
of 40:40:20 gender
representation by 2030
We launched our One Vista roadmap in June 2025 to our global business, and progressed key
initiatives throughout the year, focusing on leadership engagement, education and awareness, as
well as targeted initiatives focused on talent attraction, recruitment and retention.
In 2025, women comprised 52% of all new hires, leading to a 2 point increase in female
representation to 31%. Vista Group remains committed to achieving our aspiration of
proportional gender representation with a clearly defined multi-year action plan.
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
In 2025, Vista Group has strengthened our engagement with key communities within our
organisation (such as our Rainbow community and cultural groups) to better understand and
support their needs.
Alongside this we have invested in new external partnerships to assist us in education, awareness
raising and policy development to ensure we are proactively fostering a safe, positive and
respectful workplace.
2026 objectives:
Vista Group remains committed to its values including maintaining our vibrant and inclusive culture.
Vista Group's key objectives in 2026 are to:
•ensure there is a minimum of two females on the Board at all times;
•deliver on One Vista roadmap milestones 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 37 for disclosure regarding the gender representation at 31 December 2025.
• Annual Report 202568

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.

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.
Corporate governance • 69

Key risksMitigation strategies and activities
Health, safety and wellbeing
Ability to protect our people's health, safety
and wellbeing.
•Board oversight of health, safety and wellbeing matters provided
through management reporting
•Group policies relating to health, safety and wellness and flexible
work options
•Dedicated wellbeing programmes to support our people
•A global network of volunteer Wellness Advocates that support their
peers and lead wellbeing initiatives
•Regular employee wellbeing and engagement surveys.
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 of compliance related programmes provided through
management reporting
•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 of people and culture related matters
provided through management reporting
•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, information
security and responsible AI use
•Vista Group's external Data Protection Officer provides support and
independent assurance
•Awareness training on data privacy and security
•SOC 2 Type 2 report for Vista Cloud and movieXchange assured by
independent external auditors
•AI Ethics Committee monitoring of responsible AI use.
Strategy execution
Inability to execute our strategic initiatives that leads to
reputational impacts and reduced revenue growth.
•Board approved strategy and oversight through regular management
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.
Environmental (including climate)
Failure to support or transition to a lower carbon
economy could lead to regulatory impacts and
reputational damage.
•Board oversight by the ARC through climate-related initiative reports
•Risk management framework and continuous improvement
•Carbon emissions measurement and voluntary reporting.
• Annual Report 202570

Key risksMitigation strategies and activities
Platform stability and information security
Failure to maintain effective platform stability, cybersecurity
controls, and responsible AI safeguards could expose Vista
Group to an increasingly sophisticated threat landscape,
including AI-powered and accelerated malware, deepfakes
and automated phishing. Data breaches or unplanned service
outages, may disrupt client operations, compromise trust in
our products, and lead to client churn, regulatory scrutiny and
reputational damage.
•Board oversight of key security matters provided through
management reporting
•Approved suite of IT related policies
•Independent external specialists perform testing to assess the
strength of our security defences
•Continuous monitoring of platforms
•Vulnerability management program
•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 2 report for Vista Cloud and movieXchange
assured by independent external auditors
•SOC 2 Type 1 attestation in progress for Movio Cinema EQ.
Global operating environment
Vista Group's global operations exposes the business to a
range of macroeconomic and geopolitical risks, including
economic volatility,
inflationary pressures, extreme tariff
movements, pandemics, regulatory changes, and geopolitical
instability. These external factors may disrupt operations,
influence cinema and technology-sector demand patterns,
affect workforce safety, and adversely impact revenue
and
profitability.
•Board oversight of emerging global risks provided through
management reporting
•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.
Film and cinema industry disruptions and client consolidation
Disruption in the global film and cinema industry, including
reduced theatrical content, production delays, compression
of theatrical windows, and sustained weak box
office
performance, together with increased consolidation among
exhibitor and distributor clients, may reduce demand for
Vista Group's products and services and increase customer
concentration and pricing pressure, adversely impacting
revenue growth, margins, and long‑term growth prospects.
•Board oversight of emerging disruptions provided through
management reporting
•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 cloud
pricing models
•Monitoring of industry structure and consolidation
trends to inform strategic planning and acquisition or
partnership opportunities
•Continued exploration of other market and industry
opportunities to leverage Vista Group technologies.
Competition and disruptive technologies
Rapid advances in emerging and disruptive technologies,
including artificial intelligence, present both competitive risks
and opportunities for Vista Group. Accelerating innovation
may enable new market entrants or alternative solutions
that challenge our existing products and business model,
potentially eroding competitive advantage, market share and
financial performance. At the same time, effective adoption
and integration of AI
offers opportunities to enhance our
products, improve operational
efficiency and strengthen our
market position.
•Establishment of strategic partnerships that enhance our
value proposition
•Ongoing monitoring and analysis of our competitor landscape
•Board approved AI policy that establishes principles for the
responsible, ethical and enabled use of AI
•Product roadmap is client-led and regularly reviewed.
Corporate governance • 71

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 2025 ASM was held on 21 May
2025 and took place in a hybrid format (in person
and online). The Notice of Meeting for the 2025
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 2026 ASM will be held on 21 May
2026 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.
• Annual Report 202572

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.
Directors' disclosures
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 20 January
2026 is set out in the table below:
Director
Number of Vista
Group shares% of shares on issue
Susan Peterson122,2710.051%
Claudia Batten-0.000%
Murray Holdaway5,786,0002.423%
James Miller74,5000.031%
Cris Nicolli87,1520.036%
Directors' Vista Group share dealings
On 26 March 2025, Kirk Senior notified the Board
of the sale of 400,000 ordinary shares in Vista
Group. On each of 2 April 2025 and 19 August 2025,
Murray Holdaway notified the Board of the sale of
500,000 ordinary shares in Vista Group. Other than
these notifications, during 2025, there were no other
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.
Corporate governance • 73

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 2025 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
Kiwi Bank Limited (not listed) | Kiwi Group Capital Limited
(not listed)
Non-Executive Chair | Non-
Executive Director
Craigs Investment Partners (not listed)Non-Executive Director
Peterson Mellsop Family TrustTrustee and Beneficiary
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
Wonderful Investments LimitedDirector
Murray Holdaway
Kaha Software LimitedDirector and Shareholder
Auckland United Football ClubChair
The Awhero Nui TrustTrustee
Holdaway and Geary TrustTrustee
James Miller
Channel Infrastructure NZ Limited (NZX: CHI)Non-Executive Chair
Fletcher Building Limited (NZX & ASX: FBU)Non-Executive Director (Deputy Chair)
Ryman Healthcare Ltd (NZX: RYM)Non-Executive Director
Cris Nicolli
Playside 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
• Annual Report 202574

Other 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 2025.
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 2025.
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 2025 financial year.
Credit rating
At the date of this Annual Report, Vista Group does
not have a credit rating.
Corporate governance • 75

Net tangible assets
Vista Group's net tangible assets per share
(excluding treasury stock) at
31 December 2025 was
$(0.00879270) (2024: $0.00673185).
Donations and lobbying
Vista Group made donations of $65,531 during the
2025 financial year (2024: $25,039). $50,000 of
these donations was made to the Vista Foundation,
a charitable trust committed to supporting the
development of the New Zealand film industry.
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 2025.
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 2025.
Modern slavery and human
trafficking statement
Vista Group has published a statement setting out
the steps it has taken during the 2025 financial year,
and the actions it will take during the 2026 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 2025 are listed in the table set out at
page 122.
Information for shareholders
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.
• Annual Report 202576

Information about Vista Group ordinary shares
This statement sets out information about the rights and privileges that attach to Vista Group ordinary shares.
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.
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.
Corporate governance • 77

Shareholder information
Twenty largest shareholders
Vista Group's 20 largest shareholders and their shareholdings at 22 January 2026 are set out in the
table below:
RankRegisterNameNumber of shares% of issued shares
1NZLApex Custodian Nominees38,929,24516.30%
2AUSHSBC Custody Nominees (Australia) Limited18,837,7047.89%
3NZLHSBC Nominees (New Zealand) Limited16,598,8526.95%
4AUSCiticorp Nominees Pty Limited16,426,7476.88%
5AUSJ P Morgan Nominees Australia Pty Limited16,076,1706.73%
6NZLNew Zealand Superannuation Fund Nominees Limited13,646,3895.71%
7NZLAccident Compensation Corporation12,603,7575.28%
8NZLCustodial Services Limited12,481,9665.23%
9NZLBnp Paribas Nominees NZ Limited BPSS4010,760,9714.51%
10NZLBrian John Cadzow & Julie Ann Cadzow & Peter Allen Lewis6,199,0652.60%
11NZLMurray Lawrence Holdaway & Helen Rachel Geary & Stephen
John Mcdonald
5,786,0002.42%
12AUSMirrabooka Investments Limited5,560,5372.33%
13AUSUBS Nominees Pty Ltd5,388,5442.26%
14NZLNew Zealand Depository Nominee4,858,6352.03%
15NZLBnp Paribas Nominees NZ Limited4,724,4141.98%
16NZLMMC Limited4,599,0755.87%
17AUSBnp Paribas Noms Pty Ltd3,741,8261.57%
18NZLBruce Alexander Wighton & Marianne Bachler & Wighton Bachler
Trustee Limited
2,985,9951.25%
19NZLForsyth Barr Custodians Limited2,937,1871.23%
20NZLGregory James Trounson & Donald Mackenzie Gibson & Kathryn Mary
Lee Trounson
2,230,7700.93%
Total of top 20 shareholders205,373,84985.99%
Total shares on issue238,834,381100.00%
• Annual Report 202578

Analysis of shareholdings at 22 January 2026
Size of holdingNumber of holdersNumber of shares
Holding quantity
%
1 to 1,000764359,1420.15%
1,001 to 5,0008522,222,2290.93%
5,001 to 10,0002752,057,8000.86%
10,001 to 50,0002735,800,7692.43%
50,001 to 100,000372,432,3111.02%
> 100,00058225,962,13094.61%
Total2,259238,834,381100.00%
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 2025 in respect of the number of
voting securities set opposite their names:
Name of Substantial Product Holder
Number of shares% of issued shares
Date of disclosure
on NZX
Fisher Funds Management Limited34,805,33214.57%10/03/2022
FIL Limited22,875,5319.58%21/10/2024
Milford Asset Management Limited21,626,4499.05%27/11/2025
Regal Funds Management Pty Ltd14,028,6215.87%08/09/2025
Corporate governance • 79

NZX Corporate Governance Code
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 1 - Ethical standards
1.1 Code of ethicsVista Group's Code of EthicsPage 73
The Code of Ethics is available at
vistagroup.co.nz/investor-centre.
1.2 Financial product dealing policyThe Share Trading Policy is available at
vistagroup.co.nz/investor-centre.
Principle 2 - Board composition and performance
2.1 Board charterResponsibilitiesPage 61
The Board Charter is available at
vistagroup.co.nz/investor-centre.
2.2 Board appointment
and nomination
Selection, nomination and appointmentPage 62
2.3 Director agreementsSelection, nomination and appointmentPage 62
2.4 (a) Director profiles, tenure and
ownership interests
Board composition and characteristicsPage 56
Board skills matrixPage 58
Directors' Vista Group shareholdingsPage 73
2.4 (b) Director meeting attendance2025 governance calendar
and attendance
Page 63
2.4 (c) Director independenceIndependence and conflictsPage 60
2.5 Diversity policyVista Group's valuesPage 68
The Diversity & Inclusion Policy is available at
vistagroup.co.nz/investor-centre.
2.6 Director trainingTraining and developmentPage 62
2.7 Director performanceReviewing performancePage 64
2.8 Majority independent directorsIndependence and conflictsPage 60
2.9 Independent chairIndependence and conflictsPage 60
2.10 Chair / CEO separationIndependence and conflictsPage 60
Principle 3 - Board committee
3.1 Audit committeeBoard committeesPage 65
Committee chartersThe ARC Charter is available at
vistagroup.co.nz/investor-centre.
3.2 Attendance at audit committee
by employees by invitation
2025 governance calendar
and attendance
Page 63
3.3 Remuneration committeeBoard committeesPage 65
Committee chartersThe NRC Charter is available at
vistagroup.co.nz/investor-centre.
3.4 Nomination committeeBoard committeesPage 65
Committee chartersThe 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 65 of this report
for a full explanation of this exception.
• Annual Report 202580

Principle / RecommendationSection titleLocation
3.5 Other standing committeesBoard committeesPage 65
2025 governance calendar
and attendance
Page 63
3.6 Change of control protocolTakeover protocolPage 75
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 are set out on pages 82- 124.
4.4 Non-financial disclosureThe latest Vista Group GHG Emissions Inventory Report is available at
vistagroup.co.nz/investor-centre.
Principle 5 - Remuneration
5.1 Director remuneration policy2025 director remunerationPage 55
The Directors Remuneration Policy is available
at vistagroup.co.nz/investor-centre.
5.2 Executive remuneration policyVista Group remuneration policyPage 43
5.3 CEO remunerationBreakdown of CEO pay
for performance
Page 49
CEO remuneration arrangements
and outcomes
Page 50
Principle 6 - Risk management
6.1 Risk managementRisk managementPage 69
The Risk & Compliance Framework Summary is
available at vistagroup.co.nz/investor-centre.
6.2 Health and safety risksRisk managementPage 69
Stronger togetherPage 36
Principle 7 - Auditors
7.1 Audit frameworkExternal audit policyPage 66
The External Audit Policy is 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 auditor
Page 66
7.3 Internal auditAudit conflict safeguard and
resolution process
Page 66
Principle 8 - Shareholder rights & relations
8.1 Investor websiteInvestor CentrePage 72
Available at vistagroup.co.nz/investor-centre.
8.2 Shareholder communicationsElectronic communicationsPage 72
8.3 Right to voteRights and privilegesPage 77
8.4 Pro rata offersN/A during the reporting period.
8.5 Notice of meetingAnnual Shareholders' MeetingsPage 72
Corporate governance • 81

Financial statements
• Annual Report 202582

Directors' report
The Board of Directors present the financial statements of
Vista Group for the year ended 31 December 2025 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 2025 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 26 February 2026.
Susan PetersonJames Miller
Chair

Chair, Audit and Risk
Committee
Financial statements • 83

Income statement
For the year ended 31 December 2025
20252024
CONTINUING OPERATIONSNoteNZ$mNZ$m
Total revenue
2.1, 2.2
164.3150.0
Cost to serve2.3(69.0)(60.3)
Gross profit95.389.7
Sales and marketing costs2.3(10.3)(9.8)
Research and development costs2.3(26.2)(27.7)
Contribution margin
1
2.2
58.852.2
General and administration costs2.3(30.5)(28.9)
Foreign currency losses2.3(0.1)(1.7)
EBITDA
2
2.2
28.221.6
Amortisation4.4(15.9)(14.0)
Depreciation4.2, 4.6(5.6)(5.8)
Finance costs(2.4)(2.8)
Finance income0.10.4
Other gains and losses2.3-2.4
Profit before tax4.41.8
Taxation expense5.1(1.8)(2.4)
Profit / (loss) for the year2.6(0.6)
Profit / (loss) for the year is attributable to:
Owners of the parent1.9(1.0)
Non-controlling interests0.70.4
Profit / (loss) for the year2.6(0.6)
Basic and diluted earnings per share (dollars)6.2$0.01($0.00)
1Contribution 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.
2EBITDA is a non-GAAP measure which is defined as earnings before net finance costs, income tax, depreciation, amortisation, and "other gains and losses" (see section 2.3).
The above statement should be read in conjunction with the accompanying notes.
• Annual Report 202584

Statement of other comprehensive income
For the year ended 31 December 2025
20252024
NoteNZ$mNZ$m
Items that may be reclassified subsequently to the income statement
1
Translation of foreign operations0.66.8
Items that will not be reclassified to the income statement
Income tax benefit on share-based payments6.10.10.6
Total other comprehensive income0.77.4
Profit / (loss) for the year2.6(0.6)
Total comprehensive income for the year3.36.8
Total comprehensive income for the year is attributable to:
Owners of the parent2.66.2
Non-controlling interests0.70.6
Total comprehensive income for the year3.36.8
1Items 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.
Financial statements • 85

Statement of changes in equity
For the year ended 31 December 2025
2025Note
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 2025143.4(13.0)11.12.3143.82.1145.9
Total comprehensive income movement:
Profit for the year-1.9--1.90.72.6
Other comprehensive income
1
0.1-0.6-0.7-0.7
Total comprehensive income0.11.90.6-2.60.73.3
Transactions with owners:
Share-based payments6.52.0--(1.1)0.9-0.9
Dividends paid to NCIs-----(0.4)(0.4)
Balance at 31 December 2025145.5(11.1)11.71.2147.32.4149.7
2024
Balance at 1 January 2024140.5(12.0)4.52.8135.81.5137.3
Total comprehensive income movement:
Loss for the year-(1.0)--(1.0)0.4(0.6)
Other comprehensive income
1
0.6-6.6-7.20.27.4
Total comprehensive income / (loss)0.6(1.0)6.6-6.20.66.8
Transactions with owners:
Share-based payments6.52.3--(0.5)1.8-1.8
Balance at 31 December 2024143.4(13.0)11.12.3143.82.1145.9
1Items 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.
• Annual Report 202586

Statement of financial position
As at 31 December 2025
20252024
NoteNZ$mNZ$m
Current assets
Cash20.021.8
Trade and other receivables4.137.641.0
Contract assets4.110.66.9
Net investment in sublease4.70.40.6
Income tax receivable0.10.1
Total current assets68.770.4
Non-current assets
Contract assets4.16.71.5
Property, plant and equipment4.21.52.1
Lease assets4.612.05.6
Net investment in sublease4.7-0.4
Goodwill4.361.761.2
Other intangible assets4.465.259.0
Deferred tax asset5.225.124.1
Total non-current assets172.2153.9
Total assets240.9224.3
Current liabilities
Borrowings3.2-1.0
Trade and other payables4.525.822.2
Lease liabilities4.64.16.4
Deferred revenue4.831.125.8
Provisions4.90.20.3
Income tax payable0.80.3
Total current liabilities62.056.0
Non-current liabilities
Borrowings3.219.319.7
Lease liabilities4.69.52.4
Deferred revenue4.80.10.1
Provisions4.90.10.2
Deferred tax liability5.20.2-
Total non-current liabilities29.222.4
Total liabilities91.278.4
Net assets149.7145.9
Equity
Contributed equity6.1145.5143.4
Retained earnings(11.1)(13.0)
Foreign currency reserve6.411.711.1
Share-based payment reserve6.51.22.3
Total equity attributable to owners of the parent147.3143.8
Non-controlling interests2.42.1
Total equity149.7145.9
For, and on behalf, of the Board who approved these financial statements for issue on 26 February 2026.
Susan Peterson
Chair
James Miller
Chair, Audit and Risk Committee
The above statement should be read in conjunction with the accompanying notes.
Financial statements • 87

Statement of cash flows
For the year ended 31 December 2025
20252024
NoteNZ$mNZ$m
Cash flows from operating activities
Receipts from clients169.7150.0
Payments to suppliers and employees(140.2)(130.1)
Exceptional items2.30.7(0.8)
Taxes paid(0.3)(0.4)
Interest paid(2.1)(1.9)
Net cash inflow from operating activities
3.1
27.816.8
Cash flows from investing activities
Purchase of property, plant and equipment4.2(0.6)(0.5)
Purchase of internally generated software and other intangibles4.4(20.5)(17.6)
Interest received-0.6
Contingent consideration paid-(0.5)
Net cash applied to investing activities(21.1)(18.0)
Cash flows from financing activities
Lease payments - principal elements4.6(6.5)(6.0)
Loan drawdown - ASB revolving credit & overdraft facilities3.2-1.8
Loan repayment - ASB revolving credit & overdraft facilities3.2-(1.9)
Loan drawdown - RDTI loan3.2-0.2
Loan repayment - RDTI loan3.2(0.7)-
Loan repayment - related party loans3.2(0.3)(0.2)
Dividends paid to non-controlling interests(0.4)-
Net cash applied to financing activities(7.9)(6.1)
Net decrease in cash(1.2)(7.3)
Cash at beginning of year21.828.5
Foreign exchange differences(0.6)0.6
Cash at year end20.021.8
The above statement should be read in conjunction with the accompanying notes.
• Annual Report 202588

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 continuously 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 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 26 February 2026.
Financial statements • 89

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 Accounting
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 and for the year ended 31 December
2025. 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 2025 Greenhouse Gas Emissions Inventory
Report, located at
vistagroup.co.nz/investor-centre. The main emission commitments include:
1.An absolute reduction for Scope 2 GHG emissions of 42% by 2030, from the 2022 base year;
2.Measuring all applicable Scope 3 GHG emission categories; and
3.Setting reduction targets for Scope 3 GHG emissions aligned with science-based targets.
To the best of our knowledge, when preparing this Annual Report, Vista Group determined there were no material impacts from
climate-related matters on these financial statements, including sources of estimation uncertainty or significant judgements.
• Annual Report 202590

New IFRS Accounting Standards
Certain new IFRS Accounting Standards and interpretations have been published that are not mandatory for the 31 December 2025
reporting year and have not been early adopted by Vista Group.
NZ IFRS 18 Presentation and Disclosure in Financial Statements replaces NZ IAS 1 Presentation of Financial Statements and is
mandatory for Vista Group's financial statements for the year ended 31 December 2027. NZ IFRS 18 will introduce the following
key requirements:
•Classification of income and expenses into five categories in the income statement (operating, investing, financing, discontinued
operations, and income tax), as well as a new 'operating profit' subtotal. This subtotal will be used as the start point for the cash
flow reconciliation presented in section 3.1.
•
Management-defined performance measures (MPMs) are to be disclosed in a single note to the financial statements.
•Additional guidance on grouping information in the financial statements.
Vista Group is in the process of assessing the impact of NZ IFRS 18 on its financial statements. Other IFRS Accounting Standards
not early adopted by Vista Group 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 2025 financial year that have a material impact on
Vista Group.
Non-GAAP financial measures
Vista Group's CODM 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 Revenue: 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 Revenue: are those derived from subscription-based cloud-hosted software, with the software located on externally
provided servers.
•
Non-SaaS Revenue: are those derived from recurring revenue streams that are not cloud-hosted software.
•
Contribution margin: which closely correlates to the operating cash flows 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. A
reconciliation by reporting segment is provided in section 2.2.
•
EBITDA: which closely correlates to operating cash flows, 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). A reconciliation
is provided on the income statement.
•
Free Cash Flow (FCF): is calculated using the net movement in cash held, less cash applied to business acquisitions / earn-outs,
movements in borrowings, and cash used to settle exceptional items within "other gains and losses" (see section 2.3).
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.
Financial statements • 91

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 satisfied. A performance obligation is satisfied when the
client has received all the benefits associated with the performance obligation.
Revenue by category
20252024
NZ$m%NZ$m%
SaaS revenue69.755.7
Non-SaaS revenue77.578.9
Recurring revenue147.290%134.690%
Perpetual software2.63.5
Hardware2.22.0
Services & development - one off12.09.6
Other revenue0.30.3
Non-recurring revenue17.110%15.410%
Total revenue
1
164.3100%150.0100%
1No individual client exceeded 10% of revenue in either the current or prior comparative year.
Revenue by location of customer
20252024
NZ$m%NZ$m%
USA / Canada (Domestic)72.044%69.446%
EMEA57.535%47.732%
APAC21.813%21.414%
Other Americas13.08%11.58%
Total revenue164.3100%150.0100%
• Annual Report 202592

Revenue process and policy
The following details Vista Group's approach to categorising revenue:
Revenue typeSegmentDescriptionTiming of revenue recognition
SaaS revenue (Recurring revenue)
Cloud-hosted
subscriptions -
platform fee
Cinema
& Film
A subscription for the right to access
Vista, Movio, Maccs or Numero cloud-
hosted software.
Over time
Benefits are simultaneously received and
consumed; revenue is recognised over the
contract term once the client has access to
the software.
Cloud-hosted
subscriptions -
variable fee
Cinema
& Film
Variable revenue based on the
gross transactional value processed,
number of tickets sold, number of
active members managed, number of
promotional messages sent, or other
usage metrics during a given period.
Point in time
Variable fees are recognised at the end of each
month once usage-based quantities are known.
Implementation feeCinema
Fees associated to the implementation
of Vista or Movio software.
Over time
Revenue is recognised over the initial contract
term as the implementation services are not
distinct from the software subscription.
Non-SaaS revenue (Recurring revenue)
On-premise
subscription fees
Cinema
A subscription for the right to access
on-premise software (i.e. not hosted
in 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
& Film
Basic support and any enhancements or
upgrade to the software.
Over time
Benefits are simultaneously received and
consumed; revenue is recognised over the
maintenance term.
Services &
development -
recurring fees
Cinema
& Film
Annually 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
Film
Website and marketing platform
for feature films, incorporating
Showtimes data.
Point in time
Recognised when the platform is made available
to the client.
Non-SaaS revenue (Non-recurring revenue)
Perpetual softwareCinema
& Film
Perpetual 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
Film
Digital creative marketing platforms
targeted at the film and
entertainment industry.
Point in time
Recognised when the development has been
delivered to the client.
Services &
development -
one off fees
Cinema
& Film
Fees charged for one off value-add
services and bespoke development
of software.
Over time
Recognised when the service or development is
complete or on a stage of completion basis.
Hardware salesCinema
Revenue from the one off sale
of hardware.
Point in time
Recognised at a point in time when delivery has
been made.
Financial statements • 93

2.2 Reporting segments
The table below provides a breakdown of financial performance for each of Vista Group's reporting segments. The CODM does not
regularly review assets and liabilities for each reportable segment. Vista Group's reporting segments are defined as follows:
•
Cinema: Software products predominantly sold to the cinema industry, including Vista Cinema, Veezi, Share Dimension,
movieXchange, Movio Classic and Movio Cinema EQ.
•
Film: Software products predominantly sold to film studios and distributors, including Maccs and Numero (both being box office
reporting software products), Movio Research, Movio Media, Powster and Flicks.
Reporting segment performance
20252024
Cinema
NZ$m
Film
NZ$m
Total
NZ$m
% of
revenue
Cinema
NZ$m
Film
NZ$m
Total
NZ$m
% of
revenue
SaaS revenue56.313.469.743.612.155.7
Maintenance revenue37.04.841.838.14.943.0
Other non-SaaS revenue24.311.435.726.49.535.9
Recurring revenue117.629.6147.2108.126.5134.6
Hardware revenue2.2-2.22.0-2.0
Other non-recurring revenue10.84.114.99.73.713.4
Non-recurring revenue13.04.117.111.73.715.4
Total revenue130.633.7164.3119.830.2150.0
Cost to serve (ex-hardware)(57.0)(10.2)(67.2)
41%
(50.1)(8.9)(59.0)
39%
Hardware cost of sales(1.8)-(1.8)(1.3)-(1.3)
Cost to serve(58.8)(10.2)(69.0)(51.4)(8.9)(60.3)
Gross profit71.823.595.368.421.389.7
Gross profit %55%70%58%57%71%60%
Sales and marketing costs(6.0)(4.3)(10.3)
6%
(5.7)(4.1)(9.8)
7%
Research and development costs(21.3)(4.9)(26.2)
16%
(22.5)(5.2)(27.7)
18%
Contribution margin
1
44.514.358.840.212.052.2
Contribution margin %34%42%36%34%40%35%
General and administration costs(30.5)
19%
(28.9)
19%
Foreign currency losses(0.1)(1.7)
EBITDA
2
28.221.6
EBITDA margin %17%14%
1Contribution margin is a non-GAAP measure which is calculated as total revenue, less cost to serve, sales & marketing costs, and research & development costs.
2EBITDA is a non-GAAP measure which is defined as earnings before net finance costs, income tax, depreciation, amortisation, and "other gains and losses" (see section 2.3).
Non-current assets by domicile of entity
20252024
NZ$mNZ$m
New Zealand86.172.0
United States22.120.3
Mexico13.113.6
United Kingdom10.59.7
Other
1
15.314.2
Non-current assets
2
147.1129.8
1The other category includes entities in Australia, Brazil, Malaysia, Netherlands, Romania and South Africa.
2As required by NZ IFRS 8 Operating Segments, non-current assets in the table above exclude deferred tax assets.
• Annual Report 202594

2.3 Expenses and other income
Classification of expenses on the income statement
Cost to serve: are the incremental direct costs incurred in deriving Vista Group's revenue. Examples of such costs include hosting,
IT costs, people costs (account management, services, support, platform delivery), transaction fees and the cost of hardware. The
cost of Vista Cloud delivery teams is initially recognised as a contract asset before being spread on a straight line basis within cost
to serve, over the same period that the revenue is recognised.
Sales and marketing costs:
are those costs incurred by Vista Group in directly selling or marketing its products, including associated
personnel costs, sales commissions, trade shows and client conferences.
Research and development costs: include staffing and supplier costs directly associated with researching, developing and
maintaining Vista Group's software platforms. These costs are net of development costs which meet the criteria of being capitalised
as an intangible asset.
General and administration costs: are the overhead costs incurred by Vista Group that are not directly associated with cost to
serve, sales and marketing costs, or research and development costs. Amortisation and depreciation are separated from this
category as they are non-cash costs, and it also enables Vista Group's non-GAAP financial measure, EBITDA (as defined in section
1.2) to be presented clearly on the income statement.
Costs categorised within EBITDA
20252024
NoteNZ$m
NZ$m
Direct cost of sales (excl. hardware and personnel)22.818.2
Hardware cost of sales1.81.3
Personnel costs93.684.4
Contractor costs7.64.1
Share-based payment expense6.50.91.8
Defined contribution plans and employee insurances10.69.3
Capitalised development4.4(21.7)(17.2)
Deferred implementation costs4.1(7.2)(1.6)
Amortisation of deferred implementation costs4.11.30.6
Government grants2.3(0.2)(0.5)
Computer equipment and software9.06.6
Marketing costs1.61.6
Travel related costs2.62.0
ECL expense4.11.50.8
Foreign currency losses0.11.7
Remuneration of group audit firms (including non-audit services)2.30.71.0
Other operating expenses11.114.3
Total costs categorised within EBITDA136.1128.4
Financial statements • 95

Auditor's remuneration
The table below provides a breakdown of the fees paid to the auditors of the Vista Group collectively, and subsidiaries where
local audits are required. Fees for non-audit services provided by these auditors and their member firms, where applicable, are
also disclosed.
20252024
NZ$000NZ$000
Audit of Vista Group's financial statements: PwC536538
Other assurance services performed by PwC
Greenhouse gas emissions-77
Total fees paid to Vista Group's auditor536615
Audit and review of subsidiary statutory financial statements
KPMG (Malaysian subsidiary)-15
Baker Tilly (Malaysian subsidiary)9-
Sumer Auditco (United Kingdom subsidiaries)9158
Alcántara Noria y Cía (Mexican subsidiary)1613
Total audit and review services provided by auditors of subsidiaries11686
Other non-audit related fees paid to KPMG member firms
Taxation services-167
Other services: US pandemic related subsidy application-99
Other services: Climate reporting-32
Other services: Valuation services-5
Total other non-audit related fees paid to KPMG member firms-303
Total fees paid to auditors of Vista Group6521,004
• Annual Report 202596

Other gains and losses
'Other gains and losses' are excluded from both the Contribution Margin and EBITDA because they result from non-cash activities,
or relate to unusual transactions not derived in the ordinary course of business. They have been disclosed separately in order to
improve a reader's understanding of the financial statements.
20252024
NZ$mNZ$m
Pandemic related Government subsidies-3.7
Extraordinary register related costs-(0.9)
Business transformation costs-(0.4)
Total other gains and losses-2.4
The following unusual transactions have had an impact on the statement of cash flows:
•
Pandemic related Government subsidies: See detail in the Government grants section below, where $1.2m of cash was received
(2024: $0.6m).
•
Business transformation costs: At 31 December 2024, Vista Group recognised $0.5m of accruals and provisions associated to
completing the 2023 business transformation. These amounts were paid in cash during the current year. In 2024, $0.8m was paid
in relation to the business transformation.
•
Shareholder register costs: Vista Group paid non-recurring external amounts of $0.6m as a result of unusual shareholder register
changes through the course of 2024. These costs are presented separately to aid in projecting future cash flows.
While none of the above items impact the income statement in the current year, a $0.7m cash inflow (2024: $0.8m outflow) has
been presented separately on the statement of cash flows to enable a more appropriate calculation of Vista Group's underlying free
cash flows.
Government grants
Government grants are recognised when there is reasonable assurance that the grant will be received, and all attached conditions
will be complied with. Government grants are recognised in the income statement on a systematic basis over the periods in which
Vista Group recognises the related costs that the grants are intended to compensate. Grants relating to capitalised development are
included within the cost of the developed intangible asset recognised.
Total Government grants recognised in the income statement during the year were $0.2m (2024: $0.5m), attributable to:
•
Employee Retention Credit (ERC): In prior periods, Vista Group made ERC claims with the US Government to refund up to
US$2.0m of pandemic related wage costs. The full ERC claim was recognised in the income statement in 2024. During the current
year, $1.2m of the ERC claims inclusive of interest were received (2024: $0.6m, including Dutch Government grants detailed
in the 2024 Annual Report). The remaining $2.1m is expected to be received during 2026, which has been delayed by the US
Government shutdown.
•
New Zealand Research & Development Tax Incentive (RDTI): Vista Group recognised $0.5m of Government grants associated to
the RDTI during the current year (2024: $0.5m). The amount recognised in the income statement was $0.1m (2024: $0.1m) and
the amount recognised as an offset to capitalised intangible asset costs was $0.4m (2024: $0.4m). During the current year, $1.6m
of RDTI claims were received. Vista Group determines claims under the RDTI are reasonably probable when a general approval
has been received by the Inland Revenue.
Financial statements • 97

3 Cash flows and borrowings
This section outlines further details of Vista Group's cash flows and liquidity.
3.1 Reconciliation of net profit to operating cash flows
20252024
NoteNZ$mNZ$m
Profit / (loss) for the year2.6(0.6)
Non-cash items:
Amortisation4.415.914.0
Depreciation4.2, 4.65.65.8
Share-based payment expense6.50.91.8
Deferred tax (benefit) / expense5.1(0.6)0.1
Non-cash finance charges0.21.1
Unrealised foreign currency losses / (gains)1.0(0.1)
Movement in ECL provision through the income statement4.10.60.7
Movement in revenue provisions4.1(0.3)(0.3)
Net non-cash items23.323.1
Movements in working capital:
Increase / (decrease) in trade and other payables3.8(1.1)
Increase in trade and other receivables, net of deferred revenue(2.3)(5.3)
Decrease in net taxation receivable0.40.7
Net change in working capital1.9(5.7)
Net cash inflow from operating activities27.816.8
• Annual Report 202598

3.2 Borrowings
Borrowings are initially recognised at fair value less directly attributable transaction costs and subsequently measured at amortised
cost using the effective interest method. Borrowing costs are expensed as incurred.
Carrying amount of borrowings
20252024
NZ$mNZ$m
Balance at 1 January20.718.6
Repayments during the year(1.0)(2.1)
Drawdowns during the year-2.0
Movement in foreign exchange(0.4)2.2
Total borrowings at year end19.320.7
Represented by:
Current portion-1.0
Non-current portion19.319.7
Total borrowings at year end19.320.7
Summary of debt facilities
Current Limit (NZ$m)
Debt Drawn (NZ$m)
Facility ProviderReason for LoanExpiry Date20252024
ASB - revolving creditGeneral commercial /
Future acquisitions
Jan 202960.019.319.7
ASB - overdraftWorking capitalOn demand2.0--
Related partiesWorking capitalOn demand--0.3
RDTI loansGovernment grantsMay 2025--0.7
Total borrowings at year end19.320.7
ASB facilities
ASB facilities are secured by an interest in Vista Group's tangible assets and are not linked to any climate-related targets. Agreed
covenants, which are calculated and certified on a quarterly basis, include:
•Gearing ratio of not greater than 2.5 times;
•Interest cover of equal or greater than 3.0 times; and
•A rolling 12 month normalised EBITDA of the charging group not being less than 80% of the guaranteeing group.
Vista Group has been compliant with all ASB covenants for both the current and prior reporting years. Vista Group has no reason to
believe that it will not be compliant with these covenants for at least the next 12 months.
In December 2025, Vista Group extended its revolving credit facility with ASB to mature in January 2029, with an increased facility
limit of $60.0m.
Other borrowings
The related party loan had been provided by the co-shareholder of Powster. This loan was fully repaid during the year.
The New Zealand Government provided Vista Group with a $0.7m RDTI loan in prior years, which is linked to the RDTI Government
grant (see section
2.3). This loan was repaid during the year, in accordance with the terms and conditions of the RDTI claim.
Financial statements • 99

4 Assets and liabilities
This section outlines details of Vista Group's financial performance by building on information presented in the statement of
financial position.
4.1 Trade and other receivables
Carrying amount of trade and other receivables
20252024
NZ$mNZ$m
Trade receivables30.031.2
Sundry receivables3.45.7
Prepayments4.24.1
Total trade and other receivables37.641.0
Contract assets
Contract assets primarily relate to 'costs to fulfil a contract' (i.e. Vista Cloud implementation costs), where direct costs are incurred
with the performance obligations being satisfied over time. These costs are spread on a straight-line basis within cost to serve over
the same period that the revenue is recognised. Vista Group also recognises contract assets for performance obligations completed
but not billed at the reporting date.
The movement in contract assets during the year was as follows:
2025
Other contract
assets
NZ$m
Implementation
costs
NZ$m
Total
NZ$m
Balance at 1 January6.22.28.4
Amounts included in opening balance released in the current year(6.0)(1.3)(7.3)
Additional contract assets recognised during the year9.07.216.2
Exchange movements---
Contract assets at year end9.28.117.3
2024
Balance at 1 January3.61.04.6
Amounts included in opening balance released in the current year(3.2)(0.6)(3.8)
Additional contract assets recognised during the year5.41.67.0
Exchange movements0.40.20.6
Contract assets at year end6.22.28.4
20252024
NZ$mNZ$m
Represented by:
Current portion10.66.9
Non-current portion6.71.5
Contract assets at year end17.38.4
• Annual Report 2025100

!
ECL provisioning (significant estimation uncertainty)
For trade receivables and accrued revenue, Vista Group applies the simplified approach permitted by NZ IFRS 9 Financial
Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
Trade receivables and contract assets are written off when there is no reasonable expectation of recovery. Indicators that there is
no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with Vista
Group and a failure to make contractual payments for a period of greater than 180 days past due.
To measure ECL, trade receivables and contract assets have been grouped and reviewed based on the number of days past due.
The ECL has been calculated by considering the impact of the following characteristics:
•The baseline characteristic considers the age of each invoice and applies an increasing ECL estimate as the trade receivable ages.
•The aging and write off characteristics consider the history of write off related to the specific client and the relative size of aged
debt to current debt. If the trade receivable aged over 180 days makes up more than 45% of the total trade receivable for a
specific client, a further provision for ECL is added.
•The country, client and market characteristics consider the relative risk related to the country and / or region within which the
client resides and assesses the financial strength of the client and the market position that Vista Group has achieved within
that market.
Vista Group applied additional judgement in determining the ECL provision:
•
Specific provision: All client invoices and contract assets have been reviewed with a specific provision made for clients that
are known to have liquidity / solvency issues, or where the debt is older than 180 days. Vista Group takes into account any
forward-looking information (such as macro-economic variables) when applying the provision to each specific client.
•
General provision: Vista Group applies an ECL matrix to its trade receivables and contract assets revenues to determine its
general ECL provision. This matrix was prepared using historical loss rates, updated to also include both the current and future
economic environment (both of which are largely unknown).
The movement in the ECL provision during the year was as follows:
2025
2024
NZ$mNZ$m
Balance at 1 January2.11.5
Bad debts written off(0.9)(0.1)
Movement in provision through the income statement1.50.8
Exchange differences(0.1)(0.1)
ECL provision at year end2.62.1
Financial statements • 101

The table below illustrates how the carrying amount of the ECL has been derived:
2025
0-90
Days
NZ$m
91-180
Days
NZ$m
181-270
Days
NZ$m
271-360
Days
NZ$m
361+
Days
NZ$m
Total
NZ$m
Net trade receivables and accrued revenue
1
37.01.00.70.20.939.8
Baseline0.1----0.1
Aging, write offs and collection0.1----0.1
Country, client and market0.1----0.1
ECL - general provision0.3----0.3
ECL - specific provision1.10.20.2-0.82.3
Total ECL provision1.40.20.2-0.82.6
General provision effective rate0.8%0.0%0.0%0.0%0.0%0.8%
1Net trade receivables and accrued revenue have been adjusted for the impact of revenue provisions.
2024
Net trade receivables and accrued revenue
1
36.81.00.70.50.539.5
Baseline0.1----0.1
Aging, write offs and collection0.1----0.1
Country, client and market0.1----0.1
ECL - general provision0.3----0.3
ECL - specific provision0.80.10.10.30.51.8
Total ECL provision1.10.10.10.30.52.1
General provision effective rate0.8%0.0%0.0%0.0%0.0%0.8%
1Net trade receivables and accrued revenue have been adjusted for the impact of revenue provisions.
• Annual Report 2025102

4.2 Property, plant and equipment
Depreciation on assets is charged on a straight-line basis as follows:
•
Fixtures and fittings: 3 to 14 years, or the term of any associated property lease.
•
Computer equipment: 2 to 5 years.
Carrying amount of property, plant and equipment
2025
Fixtures &
Fittings
NZ$m
Computer
Equipment
NZ$m
Total
NZ$m
Gross carrying amount
Balance at 1 January4.01.95.9
Additions-0.60.6
Disposals(0.2)(1.0)(1.2)
Exchange differences-(0.1)(0.1)
Balance at year end3.81.45.2
Accumulated depreciation
Balance at 1 January(2.6)(1.2)(3.8)
Current year depreciation(0.6)(0.6)(1.2)
Disposals0.21.01.2
Exchange differences-0.10.1
Balance at year end(3.0)(0.7)(3.7)
Property, plant and equipment at year end0.80.71.5
2024
Gross carrying amount
Balance at 1 January4.53.58.0
Additions0.10.40.5
Disposals(0.9)(2.2)(3.1)
Exchange differences0.30.20.5
Balance at year end4.01.95.9
Accumulated depreciation
Balance at 1 January(2.6)(2.2)(4.8)
Current year depreciation(0.7)(1.1)(1.8)
Disposals0.92.23.1
Exchange differences(0.2)(0.1)(0.3)
Balance at year end(2.6)(1.2)(3.8)
Property, plant and equipment at year end1.40.72.1
Financial statements • 103

4.3 Goodwill
The amount of goodwill initially recognised is a function of the allocated purchase price to the fair value of the identifiable net
assets acquired. The determination of the net assets' fair value, particularly intangible assets, is to a considerable extent based on
management judgement.
Goodwill is not amortised and is tested for impairment annually irrespective of whether there is any indication of impairment. If any
such indication exists, the recoverable amount of the asset is estimated. After initial recognition, goodwill is measured at cost less
any accumulated impairment charges.
Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. An impairment charge is recognised if the carrying amount of an asset exceeds its recoverable amount.
Impairment charges are recognised in the income statement.
The recoverable amount of an asset is the greater of its value in use (VIU) and its fair value less costs to dispose (FVLCD). In
accordance with NZ IAS 36
Impairment of Assets, it is not necessary for Vista Group to determine FVLCD as the VIU model does
not result in an impairment charge.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
inflows which are largely independent of the cash inflows from other assets or groups of assets (i.e. Cash Generating Units, or
CGUs). The allocation is made to those CGUs that are expected to benefit from the business combination in which goodwill arose.
In assessing VIU, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset.
Carrying amount of goodwill
20252024
NZ$mNZ$m
Gross carrying amount
Balance at 1 January76.472.9
Exchange differences0.53.5
Gross carrying amount at year end76.976.4
Accumulated impairment
Balance at 1 January(15.2)(15.2)
Accumulated impairment at year end(15.2)(15.2)
Goodwill at year end61.761.2
Goodwill by CGU
Vista Group's CGUs align to the operating segments that are regularly reviewed by the CODM. The sole difference to the reporting
segments in section 2.2 is that the Film segment has been split to the lowest levels reviewed for internal reporting purposes. Film
Distribution represents an aggregation of the Maccs, Numero, and Movio Research products.
2025
2024
NZ$mNZ$m
Cinema46.747.1
Film Distribution7.36.7
Powster7.57.2
Flicks0.20.2
Goodwill at year end61.761.2
• Annual Report 2025104

!
Impairment testing of goodwill (significant estimation uncertainty)
Vista Group completed its annual goodwill impairment review under a VIU method at 31 August 2025 (same month as prior years).
Indicators of impairment were also considered at 31 December 2025. The review concluded there was no impairment of goodwill or
other assets, with key inputs into the VIU models including:
•
Cash flows: projected based on management prepared 5-year business models for each CGU, with revenue growth rates and
EBITDA margin considered significant assumptions. The significant assumptions are interconnected as revenue growth is forecast
to be primarily SaaS revenue which has a higher EBITDA margin than non-SaaS revenue. A sensitivity using an EBITDA compound
annual growth rate is therefore considered most appropriate.
•
Discount rate:
determined by an independent adviser using a capital asset pricing model methodology of determining the
weighted average cost of capital (
WACC), using market specific inputs.
•
Long-term growth rate (LTGR): being 2.0%, which was determined by an independent adviser and is based on forecast long term
inflation rates.
•
Terminal growth: being calculated after 2030 when applying the LTGR.
Specific VIU inputs, along with values required for the recoverable amount to equate to the carrying value are included in the
table below:
Current CGU
Amount the
VIU exceeds
the carrying
amount
(NZ$m)
AssumptionsSensitivity
Pre-tax
WACCLTGR
Revenue
CAGR
EBITDA
margin in
year 5
EBITDA
CAGR
Value
required for
nil headroom
Cinema384.114.2%2.0%17.3%33.6%37.6%10.3%
Film Distribution40.016.5%2.0%7.1%32.6%14.8%-16.6%
Powster22.716.1%2.0%6.0%30.1%10.2%-12.5%
Flicks0.217.0%2.0%11.2%22.7%204.6%202.1%
No CGUs were sensitive to the pre-tax WACC or the LTGR.
The Compound Annual Growth Rate (CAGR) in year 5 is a function of the management approved 5-year business model. When
calculating the reduced CAGR required for an impairment scenario to exist, there have been no adjustments to the costs or capital
expenditure in the 5-year business models – despite this being a probable reaction to help address profitability and cash flows.
4.4 Other intangible assets
!
Development costs and internally generated software (significant accounting judgement)
Capitalised development: Internally developed software is capitalised as an intangible asset when it meets the recognition criteria
of NZ IAS 38 Intangible Assets. This requires Vista Group to establish that the expenditure can be reliably measured, and the
development is:
•technically feasible;
•likely to be completed and then used or sold;
•likely to generate probable future economic benefits; and
•Vista Group will have adequate technical, financial and other resources available to complete the development.
The above factors require management to apply judgement to consider the specific details and milestones of each project in
determining whether it is appropriate to capitalise or expense the costs incurred.
Development – other: Other development expenditures that do not meet the NZ IAS 38 capitalisation recognition criteria are
classified as operating expenses as incurred.
Maintenance: Costs associated with maintaining computer software programmes are recognised as an expense within the income
statement as incurred.
Financial statements • 105

Intangible assets are amortised on a straight-line basis over the following useful economic lives:
•
Intellectual property: 4 to 15 years.
•
Client relationships: 2.5 to 15 years.
•
Software licenses: 2 to 10 years.
•
Internally generated software: 2.5 to 5 years.
Carrying amount of other intangible assets
2025
Internally
Generated
Software
NZ$m
Software
Licences
NZ$m
Intellectual
Property
NZ$m
Client
Relationships
NZ$m
Total
NZ$m
Gross carrying amount
Balance at 1 January98.74.72.615.3121.3
Additions21.7---21.7
Exchange differences1.00.20.1-1.3
Balance at year end121.44.92.715.3144.3
Accumulated amortisation
Balance at 1 January(46.8)(4.1)(2.3)(9.1)(62.3)
Current year amortisation(15.1)(0.1)(0.1)(0.6)(15.9)
Exchange differences(0.4)(0.2)(0.1)(0.2)(0.9)
Balance at year end(62.3)(4.4)(2.5)(9.9)(79.1)
Intangible assets at year end59.10.50.25.465.2
2024
Gross carrying amount
Balance at 1 January80.94.62.514.0102.0
Additions17.2---17.2
Exchange differences0.60.10.11.32.1
Balance at year end98.74.72.615.3121.3
Accumulated amortisation
Balance at 1 January(33.9)(3.5)(2.1)(7.7)(47.2)
Current year amortisation(12.7)(0.5)(0.1)(0.7)(14.0)
Exchange differences(0.2)(0.1)(0.1)(0.7)(1.1)
Balance at year end(46.8)(4.1)(2.3)(9.1)(62.3)
Intangible assets at year end51.90.60.36.259.0
Internally generated software additions of $21.7m (2024: $17.2m) do not align to the $20.5m (2024: $17.6m) recognised in the
statement of cash flows as there is a timing difference of when Vista Group receives RDTI Government grants. See section
2.3 for
more details.
Impairment of intangible assets
Vista Group reviewed the carrying value of its internally generated software for indicators of impairment at 31 December 2025. As
no such indicators were noted, in accordance with NZ IAS 36 no impairment review was performed at
31 December 2025.
• Annual Report 2025106

4.5 Trade and other payables
Carrying amount of trade and other payables
20252024
NZ$mNZ$m
Trade payables5.23.5
Sundry accruals6.97.0
Employee benefits13.711.7
Total trade and other payables25.822.2
4.6 Lease assets and lease liabilities
Carrying amount of lease assets
20252024
NoteNZ$mNZ$m
Balance at 1 January5.68.7
Additions during the year10.91.8
Adjustments relating to subleased premises4.7-(1.3)
Adjustments in respect of assumed lease term-(0.1)
Current year depreciation(4.4)(4.0)
Exchange differences(0.1)0.5
Lease assets at year end12.05.6
Vista Group predominantly leases property for fixed periods of 1-7 years. During 2025, Vista Group entered into a new agreement
relating to the lease of the existing Auckland office, which forms the majority of the additions for the year.
Carrying amount of lease liabilities
20252024
NZ$mNZ$m
Balance at 1 January8.812.5
Additions during the year11.31.7
Adjustments in respect of assumed lease term-(0.1)
Interest expense relating to lease liabilities0.30.5
Repayment of lease liabilities (including interest)(6.8)(6.6)
Exchange differences-0.8
Lease liabilities at year end13.68.8
Maturity of lease liabilities
20252024
NZ$mNZ$m
Less than one year4.16.4
One to five years7.52.4
More than five years2.0-
Lease liabilities at year end13.68.8
Financial statements • 107

4.7 Net investment in sublease
When Vista Group acts as a sublessor, it determines at the inception of the contract whether the lease is a finance lease (where
the lease transfers substantially all the risks and rewards incidental to ownership of the underlying asset) or an operating lease (any
lease that does not fit the criteria of a finance lease).
A sublease that fits the finance lease criteria is recognised as an asset by present valuing all future lease payments. The sublease
asset reduces on receipt of future lease payments. Unwinding of the present valued subleased asset is recognised on the income
statement as finance income. At the end of each reporting period, the subleased asset is tested for impairment.
A gain or loss is recognised at the start of the sublease where there is a difference between the value of the sublease and the
amount of the existing lease asset that is de-recognised.
A sublease that fits the criteria as an operating lease is not recognised as an asset, instead it is recognised as other income on the
income statement when the receipt is contractually due.
Carrying amount of net investment in sublease
20252024
NoteNZ$mNZ$m
Balance at 1 January1.0-
Amounts reclassified from right of use assets4.6-1.3
Lease payments received (including interest)(0.6)(0.4)
Exchange differences-0.1
Net investment in sublease at year end0.41.0
Maturity of net investment in sublease
20252024
NZ$mNZ$m
Less than one year0.40.6
One to five years-0.4
More than five years--
Net investment in sublease at year end0.41.0
In 2024, Vista Group initiated a sublease for part of its Los Angeles premises, resulting in the sublet portion being reclassified from
right of use assets.
• Annual Report 2025108

4.8 Deferred revenue
Deferred revenues are contract liabilities related to revenue that are recognised on client contracts where Vista Group's
performance obligations have not been fully satisfied.
The following table represents the revenues recognised during the year relating to carried forward deferred revenue, as well as the
additional deferred revenues recognised at year end where the performance obligations are yet to be satisfied.
Carrying amount of deferred revenue
20252024
NZ$mNZ$m
Balance at 1 January25.927.2
Revenue recognised from performance obligations satisfied in the year(24.8)(26.1)
Additional deferred revenues from unsatisfied performance obligations29.522.7
Exchange movements0.62.1
Deferred revenues at year end31.225.9
Represented by:
Current portion31.125.8
Non-current portion0.10.1
Deferred revenues at year end31.225.9
4.9 Provisions
A provision is a liability of uncertain timing or amount and is recognised when Vista Group has a present obligation (legal or
constructive) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation; and a reliable estimate can be made of the amount of the obligation.
Carrying amount of provisions
20252024
NoteNZ$mNZ$m
Business transformation and other constructive obligations2.3-0.2
Lease dilapidations0.30.3
Total provisions at year end0.30.5
Represented by:
Current0.20.3
Non-current0.10.2
Total provisions at year end0.30.5
Movement in provisions
20252024
NoteNZ$mNZ$m
Balance at 1 January0.51.3
Business transformation and other constructive obligations2.3(0.2)(0.6)
Lease dilapidations-(0.2)
Total provisions at year end0.30.5
Financial statements • 109

5 Taxation
This section outlines details of the income tax expense incurred by Vista Group and the deferred taxes recognised on the statement
of financial position.
5.1 Income tax expense
The income tax expense for the year comprises current and deferred tax. Taxation is recognised in the income statement, except
when it relates to items recognised directly in equity (in which case the income tax is recognised in the statement of other
comprehensive income). Income tax expense is based on tax rates and regulation enacted, or substantively enacted at the balance
date, in the jurisdiction in which the respective entity operates.
Composition of income tax expense
20252024
NoteNZ$mNZ$m
Current tax expense2.42.3
Deferred tax benefit / (expense)5.2(0.6)0.1
Total taxation expense1.82.4
Reconciliation of income tax expense
The relationship between the expected tax expense based on the domestic effective tax rate of the Company at 28% (2024: 28%)
and the reported tax expense in the income statement can be reconciled as follows:
2025
2024
NZ$mNZ$m
Profit before tax4.41.8
Domestic tax rate for Vista Group International Limited28%28%
Expected taxation expense1.20.5
Foreign subsidiary company tax(0.3)(0.4)
Non-assessable income / non-deductible expenses(0.2)0.4
Excess foreign tax credits0.71.1
Prior period adjustments(0.3)0.4
Other0.70.4
Total taxation expense1.82.4
Effective tax rate41%133%
Imputation credits
Vista Group has no imputation credits available for future use at 31 December 2025 (2024: nil).
• Annual Report 2025110

5.2 Deferred tax assets and liabilities
Deferred tax is recognised for temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The amount of deferred tax is based on the expected manner of realisation
of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the end of the year. A deferred
tax asset is recognised only to the extent that it is probable that future taxable profits will be available for the asset to be utilised.
!
Recognition of deferred tax assets (significant estimation uncertainty)
Deferred tax at year end includes temporary timing differences and income tax losses available to carry forward against future
profits. A deferred tax asset is recognised on losses, only when it is considered probable that sufficient taxable profits will be
available to utilise the losses in the near future. Vista Group applies judgement when reviewing current business plans and forecasts
to ascertain the likelihood of future taxable profits. The financial forecasts used in this assessment are the same as those used in the
annual impairment review of goodwill and other assets (see section
4.3).
Deferred taxes can be summarised as follows:
2025
Opening
Balance
NZ$m
Reclass from
current tax
NZ$m
Other
comprehensive
income
NZ$m
Income
statement
NZ$m
Closing
Balance
NZ$m
Trade and other receivables0.9--(0.1)0.8
Property, plant and equipment(4.9)--(1.8)(6.7)
Lease assets(1.4)--0.7(0.7)
Employee benefits3.2-0.1(1.0)2.3
Lease liabilities1.9--(1.1)0.8
Available tax losses24.6--3.928.5
Other(0.2)0.1--(0.1)
Deferred tax net asset at year end24.10.10.10.624.9
2024
Trade and other receivables1.0--(0.1)0.9
Property, plant and equipment(3.3)--(1.6)(4.9)
Lease assets(2.2)--0.8(1.4)
Employee benefits2.9-0.6(0.3)3.2
Lease liabilities3.1--(1.2)1.9
Available tax losses21.3--3.324.6
Other0.70.1-(1.0)(0.2)
Deferred tax net asset at year end23.50.10.6(0.1)24.1
20252024
NZ$mNZ$m
Deferred tax asset25.124.1
Deferred tax liability(0.2)-
Deferred tax net asset24.924.1
Available tax losses
The deferred tax asset of $28.5m recognised for available tax losses relate to the New Zealand ($28.2m) and Netherlands ($0.3m)
tax jurisdictions. As neither of these jurisdictions impose an expiry date on tax losses, and due to management prepared 5-year
business models projecting a return to profitability, Vista Group applied judgement in determining that it is probable that these tax
losses will be utilised.
Vista Group had $2.8m (2024: $3.1m) of unused tax losses for which no deferred tax asset has been recognised, as they did not
meet the required recognition criteria.
Financial statements • 111

6 Capital structure
This section outlines Vista Group's capital structure, earnings per share and share-based employee incentives which have an impact
on Vista Group's equity.
Components of equity
Contributed equity: Represents the value of shares that have been issued. Incremental costs directly attributable to the issue of
ordinary shares are recognised as a deduction from equity. All transactions with owners of the parent are recorded separately
within share capital. All shares are ordinary, authorised, issued and fully paid shares. They all have equal voting rights and share
equally in dividends and any surplus on winding up. The shares have no par value.
Retained earnings:
All current and prior year retained profits and losses.
Dividend payments: Dividends payable to equity shareholders are included in trade and other payables when the dividends have
been approved by the Board on or before the end of the reporting year but not yet distributed.
Foreign currency reserve: This reserve is used to record cumulative translation differences on the assets and liabilities of foreign
operations. The cumulative translation differences are recycled to the income statement on disposal of the foreign operation.
Share-based payment reserve: This reserve is used to record any equity share-based incentives. The reserve value represents the
difference between the value at the time of allocation and the cash incentives received, plus the equity component of contingent
consideration payable.
6.1 Contributed equity
At 31 December 2025, there were 238,834,381 shares in issue (2024: 237,676,202). The following reflects where these shares
were allocated:
Millions of shares
NZ$m
2025202420252024
Shares issued and fully paid:
Balance at 1 January237.7236.2143.4140.5
Ordinary shares issued during the year:
Employee incentives1.11.52.02.3
Income tax benefit on share-based payments--0.10.6
Total contributed equity at year end238.8237.7145.5143.4
• Annual Report 2025112

6.2 Earnings per share
Vista Group presents basic and diluted earnings per share (EPS) data for its ordinary shares.
Basic EPS is calculated by dividing the profit or loss attributable to owners of the parent by the weighted average number of
ordinary shares in issue during the year.
Diluted EPS is determined by adjusting the profit or loss attributable to owners of the parent and the weighted average number of
ordinary shares in issue during the period for the effects of all dilutive potential ordinary shares, which for Vista Group comprise
share rights and performance rights. Potential ordinary shares are treated as dilutive when their conversion to ordinary shares
would decrease EPS or increase the loss per share.
Earnings per share calculation
20252024
Weighted average ordinary shares for basic EPS (millions)238.5237.3
Effect of dilution:
Share options and awards (millions)2.73.1
Weighted average ordinary shares adjusted for the effect of dilution (millions)241.2240.4
Profit / (loss) for the year attributable to owners of the parent (NZ$m)1.9(1.0)
Basic and diluted EPS (dollars)$0.01($0.00)
6.3 Dividends
Vista Group's dividend policy is available at vistagroup.co.nz/investor-centre. No dividends were paid to Vista Group shareholders
during the year (2024: $nil).
6.4 Foreign currency reserve
Items included in the financial statements of each of Vista Group's entities are measured using the currency of the primary
economic environment in which the entity operates (the Functional Currency). The financial statements are presented in New
Zealand Dollars (
NZD), which is Vista Group's presentation currency. All financial information has been presented rounded
as millions of dollars (NZ$m).
Foreign currency transactions are translated into the Functional Currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation, at year
end exchange rates, of monetary assets and liabilities denominated in foreign currencies, are recognised in the income statement.
Financial statements • 113

6.5 Share-based payments
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The
fair value includes the effect of market based vesting conditions.
The fair value determined at the grant date of the equity-settled share-based payments is expensed evenly over the vesting period
within total expenses, based on Vista Group's estimate of equity instruments that will eventually vest. At each balance date, Vista
Group revises the estimated number of equity instruments expected to vest as a result of the non-market based vesting conditions.
The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects
the revised estimate, with a corresponding adjustment to the share-based payment reserve.
The share-based payment reserve is used to record any equity share-based incentives.
Share-based payment expense
The share-based payment expense relating to each scheme is as follows:
2025
2024
NZ$mNZ$m
CEO Retention Scheme-0.1
Executive Retention Scheme0.20.3
LTI Scheme - Share Rights0.20.5
LTI Scheme - Performance Rights0.50.9
Total share-based payment expense0.91.8
Summary of share-based schemes
The movement in the number of rights outstanding is summarised in the following table:
Number of rights (millions)
Retention Schemes
TotalCEO Retention
Executive
RetentionLTI Share Rights
LTI Performance
Rights
At 1 January 20240.20.61.21.23.2
Granted-0.2-1.31.5
Lapsed / Forfeited--(0.1)-(0.1)
Vested / Exercised(0.1)(0.4)(0.5)(0.5)(1.5)
At 31 December 20240.10.40.62.03.1
Granted---1.01.0
Lapsed / Forfeited---(0.2)(0.2)
Vested / Exercised(0.1)(0.2)(0.4)(0.5)(1.2)
At 31 December 2025-0.20.22.32.7
The share price of awards on the date of vesting for all schemes in 2025 was $3.46 (2024: $1.93).
No shares under these schemes are 'exercisable', as all rights convert into shares on the vesting date. As all rights are granted at nil
cost, the weighted average exercise price of all rights is $nil.
The weighted average contractual life of the outstanding performance rights is 0.8 years (2024: 0.9 years).
• Annual Report 2025114

Fair value assumptions
The following assumptions were applied to determine the fair value of rights on the grant date:
•As all rights are granted at no cost, the exercise price is always $nil and therefore no volatility or risk-free rates are required.
•For all schemes, no dividend yield has been assumed (2024: nil) and all awards are assumed to be 100% achieved (2024: 100%)
unless Board approved forecasts suggests financial targets are unlikely to be achieved.
Rights granted with targets aligned to a market condition (such as rTSR) were not significant in the year. The fair value of these
awards was assumed to align to performance at the 50th percentile.
Performance schemes
At 31 December 2025, Vista Group was operating the following performance schemes:
•
LTI Performance Rights: The Board approved awards to be issued under this scheme in 2025, 2024 and 2023 to eligible senior
management. The scheme requires achievement of specific financial targets set by the Board with vesting occurring annually over
three years, on achievement of the target and continued tenure.
Assumption
20252024
Share price on grant date (NZ$)$3.41$1.98
Vesting period (months)11-3513-37
Targets
Recurring Revenue,
EBITDA Margin
& rTSR
Recurring Revenue
& EBITDA
Awards under performance schemes are designed to ensure continued retention, incentivise sustained performance over the
long-term and to promote alignment with shareholders' interests. These schemes allow the carry forward of any performance rights
that do not vest in each vesting period to be eligible to vest in future vesting periods. Rights are granted for no consideration and
carry no dividend or voting rights until vested. The awards are also contingent on continued tenure.
The fair value of interests awarded was determined using the Black-Scholes option pricing model.
Past retention schemes
At 31 December 2025, Vista Group was operating the following retention schemes:
•
2024 Executive Retention: The Board approved awards to be issued under this scheme in 2024 to select senior management
deemed critical to retain during a period of substantial change. The 2024 award to ensure continuity at the GSLT level post the
2023 business transformation. These awards are subject to continued tenure of each participant, with all awards granted in 2024
due to vest in April 2026.
•
2023 LTI Share Rights: The Board approved awards to be issued under this scheme in 2023 to eligible senior management.
The share rights are split into three tranches and vest annually over a three-year period, with the final awards due to vest in
April 2026.
Awards under each of these schemes are designed to promote alignment with shareholders' interests, provide continuity in periods
of substantial change, and ensure continued retention. Share rights are granted for no consideration and carry no dividend or voting
rights until vested. These awards are contingent on continued tenure, with no further performance obligations.
No awards were granted under retention schemes during 2025, and the Board do not have any current intentions to grant further
rights under these retention schemes.
Financial statements • 115

7 Financial risk management
Vista Group is exposed to three main types of risk in relation to financial instruments, which are market (foreign currency risk and
interest rate risk), credit and liquidity.
Vista Group's risk management framework is set by the Board and implemented by management. The framework focus includes
actively monitoring and securing Vista Group's short to medium-term cash flows by minimising the exposure to financial markets.
The most significant financial risks to which Vista Group is exposed are described below.
7.1 Capital management
The following table summarises the capital of Vista Group:
20252024
NoteNZ$mNZ$m
Borrowings3.219.320.7
Equity149.7145.9
Total capital169.0166.6
Vista Group's policy is to use a mixture of capital raised on the NZX / ASX exchanges and borrowing facilities to meet anticipated
funding requirements. These borrowings together with cash generated from operations, are loaned internally, or contributed as
equity to certain subsidiaries.
7.2 Foreign currency risk
Vista Group operates internationally and is exposed to foreign exchange risk in US Dollars (USD), Pounds Sterling (GBP), Euros
(EUR), and Australian Dollars (AUD). Foreign exchange risk arises from future commercial transactions and recognised assets and
liabilities denominated in a currency that is not the functional currency of the relevant group entity.
To mitigate exposure to foreign currency risk, foreign currency cash flows are monitored in accordance with Vista Group's risk
management policies. Vista Group's risk management policies include treasury management and foreign exchange policies, the
implementation of which is set and reviewed regularly by the Board. Vista Group's risk management procedures distinguish
short-term foreign currency cash flows (due within 6 months) from longer-term cash flows (due after 6 months). Where the amounts
to be paid and received in a specific currency are expected to largely offset one another, no further hedging activity is undertaken.
The foreign exchange policy allows for the use of hedging activity, and although Vista Group uses its debt facilities as a natural
hedge, no other financial instruments have been used (i.e. derivatives).
Foreign currency denominated financial assets and liabilities which expose Vista Group to currency risk are disclosed in the
following table. The amounts shown are those reported to key management translated into NZD at the closing rate.
2025
USD
NZ$m
GBP
NZ$m
EUR
NZ$m
AUD
NZ$m
Financial assets
Cash13.32.11.50.5
Trade receivables16.18.26.81.4
Sundry receivables2.40.4--
Net investment in sublease0.4---
Financial liabilities
Borrowings(17.2)(2.1)--
Trade payables(1.7)-(0.2)(0.2)
Sundry payables(1.4)(0.6)(0.1)(0.1)
Lease liabilities(2.0)(1.7)(0.5)-
Net foreign currency risk9.96.37.51.6
• Annual Report 2025116

2024
USD
NZ$m
GBP
NZ$m
EUR
NZ$m
AUD
NZ$m
Financial assets
Cash12.21.72.00.6
Trade receivables20.16.94.81.5
Sundry receivables3.80.3--
Net investment in sublease1.0---
Financial liabilities
Borrowings(17.7)(2.3)--
Trade payables(1.1)-(0.2)(0.3)
Sundry payables(1.3)(0.3)(0.1)(0.1)
Lease liabilities(5.3)(1.5)(0.1)-
Net foreign currency risk11.74.86.41.7
The following table illustrates the sensitivity of profit or loss and equity in regard to Vista Group's financial assets and liabilities
affected by exchange rates with 'all other things being equal'. It assumes a +/- 10% change of the NZD to currency exchange
rate for each year presented. The sensitivity analysis is based on Vista Group's foreign currency financial instruments held at each
reporting date.
2025
USD
NZ$m
GBP
NZ$m
EUR
NZ$m
AUD
NZ$m
10% strengthening in NZD(0.9)(0.6)(0.7)(0.1)
10% weakening in NZD1.10.70.80.2
2024
10% strengthening in NZD(1.1)(0.4)(0.6)(0.2)
10% weakening in NZD1.30.50.70.2
Exposure to foreign exchange rates varies during the year depending on the volume of overseas transactions. Nonetheless, the
analysis above is considered to be representative of Vista Group's exposure to market risk.
Financial statements • 117

7.3 Interest rate risk
Vista Group's interest rate risk primarily arises from long-term borrowing, lease liabilities and cash. Borrowings and deposits at
variable rates expose Vista Group to cash flow interest rate risk. Borrowings and deposits at fixed rates expose Vista Group to fair
value interest rate risk.
The following tables set out the interest rate repricing profile and current interest rate of the interest-bearing financial assets
and liabilities:
2025
Effective
Interest Rate
Floating
NZ$m
Fixed up to 3
months
NZ$m
Fixed up to
6 months
NZ$m
Fixed up to
5 years
NZ$m
Fixed over
5 years
NZ$m
Total
NZ$m
Financial assets
Cash0.1%20.0----20.0
Net investment in sublease3.5%---0.4-0.4
Financial liabilities
Borrowings6.2%---(19.3)-(19.3)
Lease liabilities6.9%--(0.3)(4.0)(9.3)(13.6)
Net interest risk20.0-(0.3)(22.9)(9.3)(12.5)
2024
Financial assets
Cash0.9%21.8----21.8
Net investment in sublease3.5%---1.0-1.0
Financial liabilities
Borrowings6.9%-(0.7)-(20.0)-(20.7)
Lease liabilities5.1%---(8.8)-(8.8)
Net interest risk21.8(0.7)-(27.8)-(6.7)
Profit or loss is sensitive to higher / lower interest income / expense from cash as a result of changes in interest rates.
2025
Effective Interest
Rate +1%
NZ$m
Effective Interest
Rate -1%
NZ$m
Cash0.2(0.2)
Net investment in sublease--
Borrowings(0.2)0.2
Lease liabilities(0.1)0.1
Sensitised net interest risk(0.1)0.1
Vista Group's bank deposits are predominantly held with top tier Australasian banks and HSBC.
• Annual Report 2025118

7.4 Credit risk
Credit risk is the risk that a counter-party fails to discharge an obligation to Vista Group. Vista Group is predominantly exposed
to this risk for trade receivables and contract assets. The maximum exposure to credit risk is limited to the carrying amount of
financial assets recognised at
31 December, as summarised in section 7.6.
Vista Group continuously monitors defaults of clients and other counterparties, identified either individually or by Vista Group, and
incorporates this information into its credit risk controls.
At 31 December 2025, Vista Group has certain trade receivables and contract assets that have not been settled by their contractual
due date but are not considered to be impaired because of the nature of contracts and / or the longevity of ongoing client
relationships. At balance date, the overdue trade receivables (representing those over 90 days), net of all provisioning, are below.
20252024
NoteNZ$mNZ$m
Not more than 6 months4.10.80.9
Between 6 months and 9 months4.10.50.6
Over 9 months4.10.30.2
Overdue trade receivables and accrued revenue (net of provisioning)1.61.7
Trade receivables consist of many clients in various industries and geographical areas, but predominantly all are clients are within
the cinema and film industry.
Judgement has been applied to the recoverability of all trade receivables and contract assets, with Vista Group determining that the
net balances receivable are recoverable and not impaired. See section 4.1 for more detail of how judgement has been applied.
Vista Group has financial assets classified and measured at amortised cost that are subject to the ECL model requirements of NZ
IFRS 9. See section
4.1 for details on how ECL has been recognised on trade receivables and contract asset balances. The credit
risk for cash is considered negligible since the counterparties are reputable banks with high quality external credit ratings.
Financial statements • 119

7.5 Liquidity risk
Liquidity risk is the risk that Vista Group might be unable to meet its obligations when they fall due. Vista Group's objective is to
maintain a balance between continuity of funding and flexibility through monitoring of cash and the use of bank overdrafts and
loans. Vista Group's policy is that not more than 25% of borrowings should mature within the next 12-month period.
Vista Group assessed the concentration of risk with respect to refinancing its debt as being low.
At 31 December 2025, Vista Group had cash balances of $20.0m, along with $42.7m undrawn on its ASB revolving credit and
overdraft facilities. Forecasts show that this level of cash and undrawn loans will be sufficient for Vista Group to continue
operations for at least the next 12 months (representing the minimum requirement for going concern purposes).
The table below summarises the maturity profile of Vista Group's non-derivative financial liabilities based on contractual
undiscounted payments.
2025
Less than 3
months
NZ$m
3 to 12
months
NZ$m
1 to 5 years
NZ$m
More than 5
years
NZ$m
Total
NZ$m
Borrowings--19.3-19.3
Trade payables5.2---5.2
Sundry payables5.7---5.7
Interest on borrowings0.31.12.8-4.2
Undiscounted lease liabilities (including interest)2.42.99.12.016.4
Total liquidity risk13.64.031.22.050.8
2024
Borrowings0.70.319.7-20.7
Trade payables3.5---3.5
Sundry payables6.6---6.6
Interest on borrowings0.41.3--1.7
Undiscounted lease liabilities (including interest)2.26.32.9-11.4
Total liquidity risk13.47.922.6-43.9
• Annual Report 2025120

7.6 Financial instruments
Fair value of financial assets and liabilities
Vista Group undertook a fair value assessment of its financial assets and liabilities at 31 December 2025 in accordance with
NZ IFRS 9. Accordingly, financial instruments are classified as either measured at amortised cost, fair value through other
comprehensive income or fair value through profit or loss.
Vista Group's financial instruments that are measured after initial recognition at fair value are grouped into levels based on the
degree to which the fair value is observable:
•
Level 1: Fair value measurements derived from quoted prices in active markets for identical assets.
•
Level 2:
Fair value measurements derived from inputs other than quoted prices included within level 1 that are observable for the
asset or liability, either directly or indirectly.
•
Level 3: Fair value measurements derived from valuation techniques that include inputs for the asset or liability which are not
based on observable market data.
During the current year, there have been no transfers between fair value measurement levels.
Financial instruments by category
20252024
Financial assets at
amortised cost
Financial liabilities at
amortised cost
Financial assets at
amortised cost
Financial liabilities at
amortised cost
NZ$mNZ$mNZ$mNZ$m
Cash20.0-21.8-
Trade receivables30.0-31.2-
Sundry receivables3.4-5.7-
Net investment in sublease0.4-1.0-
Total financial assets53.8-59.7-
Borrowings-19.3-20.7
Trade payables-5.2-3.5
Sundry payables-5.7-6.6
Lease liabilities-13.6-8.8
Total financial liabilities-43.8-39.6
Vista Group's financial assets and liabilities by category are summarised as follows:
•
Cash: Held at carrying value which also equates to fair value.
•
Trade, related party and other receivables: Assets that are generally short-term in nature and are reviewed for impairment. The
carrying value approximates their fair value.
•
Net investment in sublease: A receivable from a sublessee that is initially measured on a present value basis using the
incremental borrowing rate of the underlying lease, and subsequently held at amortised cost. This asset is impairment tested and
the carrying value approximates the fair value.
•
Borrowings: Initially are held at fair value but adjusted to amortised cost by any borrowing costs. Interest rates are
generally fixed.
•
Trade, related party and other payables: Liabilities that are generally short-term in nature with the carrying value approximating
their fair value.
•
Lease liabilities: Liabilities arising from a lease are initially measured on a present value basis using the lessee's incremental
borrowing rate.
Financial statements • 121

8 Other information
8.1 Related parties
Vista Group has various types of transactions with related parties. Section 3.2 contains details of related party borrowings.
Key management personnel transactions
Key management personnel include Vista Group's Board and the Global Senior Leadership Team (GSLT), which represent the
personnel who report directly to the Vista Group's CEO. Key management personnel at 31 December 2025 include 17 individuals (5
Directors and 12 GSLT members) (2024: 17 individuals, being 6 Directors and 11 GSLT members).
20252024
NZ$mNZ$m
Salaries (including bonuses)6.56.1
Share-based payments3.42.0
Director fees0.70.7
Total key management personnel transactions10.68.8
Other related party transactions
On 26 August 2024, Vista Group agreed a new reseller agreement with Vista Information Technology (Shanghai) Co. Ltd to
distribute Vista Group's software in the People's Republic of China, Hong Kong, Macau and Taiwan. This entity is not considered to
be a related party of Vista Group.
8.2 Group companies
These financial statements consolidate the following subsidiaries of the Company:
Company name
Country of
incorporationDirectorsPrincipal activityFurther information
Shareholding
20252024
Flicks LimitedNew ZealandMatthew Thompson,
Kelvin Preston,
Stuart Dickinson
Advertising
sales
Removal of Matthew
Cawte and appointment
of Matthew Thompson on
31 March 2025.
100%100%
Maccs International
B.V.
NetherlandsVista Entertainment
Solutions (NL) B.V.
Software
development
& licensing
No changes100%100%
MovieXchange
Limited
New ZealandKelvin PrestonInactiveNo changes100%100%
Movio LimitedNew ZealandKelvin PrestonInactiveNo changes100%100%
Numero LimitedNew ZealandMatthew Thompson,
Kelvin Preston,
Stuart Dickinson
Holding
company
Removal of Matthew
Cawte and appointment
of Matthew Thompson on
31 March 2025.
100%100%
Numero (Aust) Pty LtdAustraliaMatthew Thompson,
Kelvin Preston,
Stuart Dickinson,
Leon Newnham
Software
development
& licensing
Removal of Kirk Senior
and Matthew Cawte, and
appointment of Leon
Newnham and Matthew
Thompson on
31 March
2025.
100%100%
Powster, Inc.United StatesStuart Dickinson,
Steven Thompson
Marketing &
creative
solutions
No changes50%50%
Powster LimitedUnited
Kingdom
Stuart Dickinson,
Steven Thompson
Marketing &
creative
solutions
No changes50%50%
• Annual Report 2025122

Company name
Country of
incorporationDirectorsPrincipal activityFurther information
Shareholding
20252024
S.C. Share Dimension
S.R.L.
RomaniaShare Dimension B.V.Software
development
No changes100%100%
Senda DO Brasil
Serviços de
Tecnológia LTDA.
BrazilArmando Mejias,
Gustavo Ortega
Software
licensing
No changes60%60%
Share Dimension B.V.NetherlandsVista Entertainment
Solutions (NL) B.V.
Software
development
& licensing
No changes100%100%
Vista Entertainment
Solutions (Asia) Sdn.
Bhd.
MalaysiaMatthew Thompson,
Kelvin Preston,
Stuart Dickinson,
Huang Swee Lin
Software
licensing
Removal of Matthew
Cawte on 31 March
2025, and appointment
of Matthew Thompson on
1 July 2025.
100%100%
Vista Entertainment
Solutions (Canada)
Limited
CanadaMatthew Thompson,
Kelvin Preston,
Stuart Dickinson
InactiveRemoval of Matthew
Cawte and appointment
of Matthew Thompson on
31 March 2025.
100%100%
Vista Entertainment
Solutions (NL) B.V.
NetherlandsMatthew Thompson,
Kelvin Preston,
Stuart Dickinson
Software
licensing
Removal of Matthew
Cawte and appointment
of Matthew Thompson on
31 March 2025.
100%100%
Vista Entertainment
Solutions (Spain),
S.L.U.
SpainMatthew Thompson,
Kelvin Preston,
Stuart Dickinson
InactiveRemoval of Matthew
Cawte and appointment
of Matthew Thompson on
31 March 2025.
100%100%
Vista Entertainment
Solutions Limited
New ZealandKelvin PrestonInactiveNo changes100%100%
Vista Group (IP)
Limited
New ZealandMatthew Thompson,
Kelvin Preston,
Stuart Dickinson
Distributor of
intellectual
property
Removal of Matthew
Cawte and appointment
of Matthew Thompson on
31 March 2025.
100%100%
Vista Group (NZ)
Limited
New ZealandMatthew Thompson,
Kelvin Preston,
Stuart Dickinson
Software
licensing
Removal of Matthew
Cawte and appointment
of Matthew Thompson on
31 March 2025.
100%100%
Vista Group (US), Inc.United StatesMatthew Thompson,
Kelvin Preston,
Stuart Dickinson
Software
licensing
Removal of Matthew
Cawte and appointment
of Matthew Thompson on
31 March 2025.
100%100%
Vista Group
International (UK)
Limited
United
Kingdom
Matthew Thompson,
Kelvin Preston,
Stuart Dickinson
Software
licensing
Removal of Matthew
Cawte and appointment
of Matthew Thompson on
31 March 2025.
100%100%
Vista Group LimitedNew ZealandMatthew Thompson,
Kelvin Preston,
Stuart Dickinson
InactiveAppointment of Matthew
Thompson on
17 December 2025.
100%100%
Vista International
Entertainment
Solutions South Africa
(Pty) Ltd
South AfricaMatthew Cawte,
Matthew Thompson,
Kelvin Preston,
Stuart Dickinson
Software
licensing
Appointment of Matthew
Thompson on 31 March
2025.
100%100%
Vista Latin America,
S.A. de C.V.
MexicoMurray Holdaway,
Stuart Dickinson,
Armando Mejias,
Gustavo Ortega
Software
licensing
No changes60%60%
Financial statements • 123

Translation of foreign operations
The results and financial position of all Vista Group entities (none of which has the currency of a hyper-inflationary economy) that
have a Functional Currency different from the presentation currency (NZD) are translated into the presentation currency as follows:
•assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that
statement of financial position.
•income and expenses for each of the income statement and statement of other comprehensive income, are translated at average
exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions).
•all resulting exchange differences are recognised in other comprehensive income.
•goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign
entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.
Foreign exchange gains and losses are presented in the income statement on a net basis.
8.3 Capital commitments
There were no significant capital commitments for Vista Group at 31 December 2025 (2024: $nil).
8.4 Events after balance date
There were no significant events between the balance date and the date that these financial statements were authorised for issue.
• Annual Report 2025124

PwC New Zealand, PwC Tower, 15 Customs Street West,
Private Bag 92162, Auckland 1142
T: +64 9 355 8000
pwc.co.nz
Independent auditor’s report
To the shareholders of Vista Group International Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of Vista Group
International Limited (the Company), including its subsidiaries (Vista Group), present fairly, in all material respects,
the financial position of Vista Group as at 31 December 2025, its financial performance, and its cash flows for the
year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ
IFRS) and International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
Vista Group's financial statements comprise:
•the statement of financial position as at 31 December 2025;
•the income statement for the year then ende
d;
•
the statement of other comprehensive income for the year then end
ed;
•
the statement of changes in equity for the year then ended;
•the statement of cash flows for the year then ended; and
•the notes to the financial statements, comprising material accounting policy information and other explan
atory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and
International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of Vista Group in accordance with Professional and Ethical Standard 1 International Code of
Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by the
New Zealand Auditing and Assurance Standards Board (PES 1) and the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International Ethics
Standards Board for Accountants (IESBA Code), as applicable to audits of financial statements of public interest
entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA Code.
Other than in our capacity as auditor we have no relationship with, or interests in, Vista Group.
Independent auditor's report • 125

Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements of the current year. This matter was addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this
matter.
Description of the key audit matter How our audit addressed the key audit matter
Impairment testing of goodwill
Note 4.3 of the financial statements provides details of the
goodwill balance of $61.7 million as at 31 December 2025,
which comprised balances in four cash generating units
(CGUs).
The impairment tests were performed as at 31 August
2025, which is the established time for the annual
impairment tests for Vista Group.
Management utilised a value in use (VIU) methodology to
determine the recoverable amount of each CGU, using
discounted cash flow models. The VIU was then compared
to the carrying amount of each CGU, which included
goodwill, as at 31 August 2025. The estimated cash flows
used in the VIU models were based on the board approved
five year business plans.
The valuations involve the application of significant
judgement in determining key assumptions and estimates,
in particular:
•Revenue growth rates and EBITDA margins for the
five year forecast period
•Long term growth rates for cash flows beyond the five
year forecast period; and
•The appropriate discount rate for each CGU.
A further assessment of whether any indicators of
impairment existed was made as at 31 December 2025.
No impairment charges were recognised.
Our audit focussed on this area as a key audit matter due
to the value of the goodwill balance and the level of
judgement and estimation involved in assessing the
recoverable amount of each CGU.
Our audit procedures in relation to management’s
impairment testing of goodwill at 31 August 2025 included
the following:
We gained an understanding of the business processes
and controls applied by management in performing the
impairment tests;
We tested the calculations of the VIU models, including the
inputs and mathematical accuracy and compared the
resulting balances to the relevant net assets of each CGU;
For the impairment tests of the three CGU’s with the largest
goodwill balances we assessed the key assumptions made
by management in the VIU models by performing the
following procedures:
•Obtained an understanding of how management
prepared the forecasts and the associated review and
approval process;
•Assessed management’s ability to accurately forecast
by comparing historical forecasts to actual results;
•Held discussions with management for each CGU to
gain an understanding of the business strategies,
forecast assumptions and risks for the CGUs,
including progress with product and platform
developments;
•Assessed the revenue and expense growth rates
used over the five year forecast period in light of the
discussions with management and other supporting
information;
•Obtained and evaluated management’s sensitivity
analysis to ascertain the impact of reasonably
possible changes in key assumptions; and
•Engaged our own expert to assist in the assessment
of the reasonableness of the long term growth rates
and discount rates used in the VIU models.
We obtained and evaluated management’s assessment of
whether any indicators of impairment existed at year
end; and
We assessed the adequacy of disclosures in the financial
statements.
• Annual Report 2025126

Our audit approach
Overview
Overall group materiality: $1.6 million, which represents approximately 1% of total revenue.
We chose total revenue as the benchmark because, in our view, it is a key financial statement metric
used in assessing the performance and growth of Vista Group and it is a generally accepted
benchmark.
We selected transactions and balances to audit based on th
eir materiality to Vista Group, rather than
determining the scope of procedures to perform by auditing only specific subsidiaries or locations.
As reported above, we have one key audit matter, being:

Impairment testing of goodwill
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management
made subjective judgements; for example, in respect of significant accounting estimates
that involved making assumptions and considering future events that are inherently
uncertain. As in all of our audits, we also addressed the risk of management override of
internal controls, including among other matters, consideration of whether there was
evidence of bias that represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable
assurance about whether the financial statements are free from material misstatement. Misstatements may arise
due to fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the
overall group materiality for the financial statements as a whole as set out above. These, together with qualitative
considerations, helped us to determine the scope of our audit, the nature, timing and extent of our audit
procedures, and to evaluate the effect of misstatements, both individually and in the aggregate, on the financial
statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the
financial statements as a whole, taking into account the structure of Vista Group, the accounting processes and
controls, and the industry in which Vista Group operates.
Other information
The Directors are responsible for the other information. The other information comprises the information included in
the Annual Report, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
audit opinion or assurance conclusion thereon.
Independent auditor's report • 127

In conn
ection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have
performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there
is a material misstatement of this other information, we are required to report that fact. We have nothing to report in
this regard.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial
statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing Vista Group’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis
of accounting unless the Directors either intend to liquidate Vista Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (NZ) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the External
Reporting Board’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that
we might state those matters which we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company
and the Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Jonathan Kirby.
For and on behalf of
PricewaterhouseCoope
rsAuckl
and
26 February 2026
• Annual Report 2025128

Directory
Directors
Susan Peterson · Chair
Claudia Batten
Murray Holdaway
James Miller
Cris Nicolli
Registered office
Shed 12, City Works Depot
90 Wellesley St West
Auckland 1010
New Zealand
Phone +64 9 984 4570
Nature of business
Provision of management solutions for the film industry
Company number
1353402
ABN
600 417 203
Auditor
PricewaterhouseCoopers
Level 27, PwC Tower
15 Customs Street West
Auckland 1010
SolicitorsNew Zealand
Chapman TrippHudson Gavin MartinHarmos Horton Lusk
Level 34, PwC TowerLevel 16Vero Centre, Level 33
15 Customs Street West45 Queen Street48 Shortland Street
Auckland 1010Auckland 1010Auckland 1010
Share registryNew ZealandAustralia
MUFG Pension & Market ServicesMUFG Pension & Market Services
Level 30, PwC TowerLevel 12, 680 George St
15 Customs Street WestSydney
Auckland 1010NSW 2000
BankersNew Zealand
ASB Bank LimitedHSBC
ASB North Wharf188 Quay St
12 Jellicoe StAuckland 1010
Auckland 1010
Directory • 129

Glossary of terms
TermDefinition
APAC
Asia Pacific.
ARC
The Audit and Risk Committee of Vista Group.
ARR
Annualised Recurring Revenue, which is a KPI calculated as trailing three month Recurring Revenue multiplied
by four.
ASM
The Annual Shareholders' Meeting.
ASX
Australian Securities Exchange, which is the stock exchange Vista Group is dual listed as an ASX Foreign
Exempt Listing.
Board
The Board of Directors of Vista Group.
CAGR
Compound Annual Growth Rate.
CGU
Cash Generating Unit.
Client
End users of Vista Group's solutions and services.
cNPS
Client Net Promoter Score, a client loyalty and satisfaction measurement.
CODM
The Chief Operating Decision Maker, which is Vista Group's CEO.
CSN
Common Shareholder Number.
Directors
The Directors of Vista Group International Limited whose names are set out on page 57.
Distributor
A company responsible for marketing and distribution of a film for cinema exhibition. The distribution
company may be the same as, or different from, the production company.
Domestic Box
Office
The gross box office revenue from North America (United States and Canada).
EBITDA
Earnings before net finance costs, income tax, depreciation, amortisation, and "other gains and losses". A
reconciliation is provided on the income statement.
ECL
Expected Credit Loss.
EMEA
Europe, Middle East and Africa.
eNPS
Employee Net Promoter Score, an employee loyalty and satisfaction measurement.
Enterprise Client
Cinema Exhibition Companies with 20+ screens. Enterprise client sites are recognised from the date that the
production environment is available for use.
EPS
Earnings per share.
Exhibitor
A cinema exhibitor company.
Exhibition
The public screening of a movie or a film's release in cinemas.
FCF
Free Cash Flow is a non-GAAP measure and is calculated using the net movement in cash held, less cash
applied to business acquisitions / earn-outs, movements in borrowings, and cash used to settle exceptional
items included within "other gains and losses".
FEC
Family Entertainment Centre.
Film Industry
The film industry or motion picture industry comprises the technological and commercial institutions involved
in the production, distribution, and exhibition of films.
FVLCD
Fair Value Less Costs to Dispose.
GHG
Greenhouse gases.
GSLT
The Global Senior Leadership Team of Vista Group, comprising the executives that report directly to Vista
Group's CEO.
GTV
Gross Transaction Value.
• Annual Report 2025130

TermDefinition
IAS
International Accounting Standards.
IFRS Accounting
Standards
International Financial Reporting Standards.
IFRS IC
IFRS Interpretations Committee.
IPO
Initial Public Offering of Vista Group International Limited's shares in 2014.
LTGR
Long-Term Growth Rate.
LTI
Long-Term Incentive.
Lumos
Vista Cloud's suite of digital sales channels.
MCP
Model Context Protocol.
Moviegoer
A person who goes to the cinema.
Non-GAAP
Financial information that does not have a standardised meaning prescribed by NZ GAAP.
NRC
Nominations and Remuneration Committee.
NZ CS
Aotearoa New Zealand Climate Standards.
NZ GAAP
Generally Accepted Accounting Practice in New Zealand.
NZ IFRS
New Zealand equivalents to International Financial Reporting Standards.
NZ$m
Millions of New Zealand Dollars.
NZD
New Zealand Dollars.
NZX
New Zealand Exchange Main Board, which is the stock exchange on which Vista Group is primarily listed.
Other gains and
losses
Items that, by virtue of the nature and incidence, have been disclosed separately in order to draw attention
of the reader of the financial statements. For example, they may include (but are necessarily limited to) profits
or losses arising on the acquisition / disposal of an operation, fair value movements through the income
statement, restructuring costs, movements in contingent consideration, or impairment charges.
PwC
Vista Group's auditor, PricewaterhouseCoopers.
RDTI
New Zealand Research & Development Tax Incentive.
Recurring
Revenue
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.
rTSR
Relative Total Shareholder Return.
SaaS
Software as a Service, which allows users to connect to and use cloud-based software over the internet.
SaaS Revenue
Revenues derived from subscription-based cloud-hosted software, with the software located on externally
provided servers.
SDLC
Software Development Life Cycle.
SOC 2
The Service Organisation Control, which is a cybersecurity compliance framework.
STI
Short-term incentive.
Studio
A major entertainment company that makes films.
Theatrical
A movie specifically made to be shown in a theatre or cinema, as opposed to a made-for-television film, or a
film released directly to video or streaming.
Vista Group
Vista Group International Limited and its subsidiaries (collectively Vista Group).
VIU
Value in Use.
WACC
Weighted Average Cost of Capital.
Glossary of terms • 131

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

---

Disclaimer
Climate change is an evolving challenge and involves high degrees of uncertainty.
This report provides a summary of Vista Group's greenhouse gas emissions inventory and reflects Vista Group’s understanding as at 26 February
2026. The representations in this report are subject to significant uncertainties and assumptions, and it should be acknowledged that the approach,
understanding, responses, estimates and assumptions included in this report will continue to evolve and develop over time.
This report contains forward looking statements, including targets, assumptions, climate projections, forecasts, statements of Vista Group’s future
intentions, estimates and judgements. These statements involve assumptions, forecasts and projections about Vista Group’s present and future
strategies, the industry in which Vista Group operates, and the environment in which Vista Group will operate in the future, which are inherently
uncertain and subject to limitations, particularly as to inputs, available data and information which may be inaccurate or incomplete and is likely to
change. The strategies identified to achieve any stipulated targets, may not eventuate or may be more or less significant than anticipated. There are
many factors that could cause Vista Group’s actual results, performance or achievement of climate-related metrics (including targets) to differ
materially from that described, including economic and technological viability, as well as climatic, government, consumer, and market factors outside
of Vista Group’s control. Vista Group has used reasonable efforts to provide a reasonable basis for forward-looking statements but is constrained by
the novel and developing nature of this subject matter and the availability and quality of the information that is available to it at the date of this
report. Vista Group remains committed to progressing its response to climate-related risks and opportunities over time, and to report progress each
year, but cautions any person’s reliance on
aspects of this report that are necessarily less reliable than other aspects of Vista Group’s annual
reporting. This Report should be read in conjunction with the Annual Report and nothing in this report should be interpreted as capital growth,
earnings or any other legal, financial, tax or other advice or guidance. Unless otherwise stated, all currency amounts are in NZ Dollars.
2 • Greenhentory Report 2025
Contents
About this report3
GHG inventory4
GHG inventory methodologies6
Glossary of terms15
• Greenhouse Gas Emissions Inventory Report 20252

About this report
This Greenhouse Gas (GHG) Emissions Inventory
Report has been prepared for Vista Group
International Limited and its subsidiaries (
Vista
Group, we, us, or our). The report presents the GHG
emissions of Vista Group as defined within Vista
Group's organisational boundary.
The purpose of this report is to transparently
disclose Vista Group's GHG emissions in order
to support accountability, inform stakeholders,
and provide a consistent and credible basis for
monitoring emissions performance over time. The
inventory is intended to enhance understanding of
Vista Group's emissions profile and to support the
identification of opportunities to manage, reduce and
mitigate climate-related impacts across the business.
Statement of intent
Vista Group reports on its GHG emissions on an
annual basis and has been calculating its carbon
footprint since 2022. The intended users of this
report are all interested stakeholders, including
shareholders, investors, regulators, employees, and
clients. Vista Group intends to continue to measure
its Scope 1, 2 and 3 GHG emissions annually
and voluntarily report them in a GHG emissions
inventory report.
Reporting period
This 2025 GHG Emissions Inventory Report is for the
financial year ending 31 December 2025.
Measurement standards applied
Vista Group uses the GHG Protocol as our
methodology for measuring our Scope 1, Scope
2 and selected Scope 3 GHG emissions. Our
usage of the GHG protocol includes: The
Greenhouse Gas Protocol: A Corporate Accounting
and Reporting Standard; GHG Protocol Scope 2
Guidance: An Amendment to the GHG Protocol
Corporate Standard; and the Technical Guidance for
Calculating Scope 3 Emissions. Quantified emissions
are reported for all categories where sufficient data
was available. Some relevant and potentially material
categories (such as Categories 11 Use of sold
products, 12 End-of-life treatment of sold products
and 15 Investments) could not be fully estimated
due to data limitations, which have been disclosed.
Other than in this regard, this GHG Report conforms
with The Greenhouse Gas Protocol: Corporate Value
Chain (Scope 3) Accounting and Reporting Standard.
This report is dated
26 February 2026 and is signed on behalf
of Vista Group International Limited by Susan Peterson and
James Miller.
Susan PetersonJames Miller
ChairChair, Audit and Risk
Committee
About this report • 3

GHG inventory
Our GHG emissions and performance
Vista Group assesses our impact on the climate by
measuring our Scope 1, 2 and 3 GHG emissions.
Our base year for emissions measurement is 2022.
Since then, Vista Group has continued to expand the
categories of emissions sources we have chosen to
report on and improve our data collection practices
and calculation methodologies. As we continue to
refine our practices, historical restatements may
be necessary to ensure our GHG inventory is
measured consistently across reporting periods and
is comparable over time.
In 2025, Vista Group’s total gross emissions were
3,113.7 tCO
2
e, which represents a 1.0% (31.6 tCO
2
e)
increase on the prior year, and a 14.7% (534.9 tCO
2
e)
reduction on our 2022 base year total emissions.
Our Scope 1 direct emissions reduced by 1.8%
compared to 2024, due to replacing a petrol-
powered lease vehicle with a hybrid model and the
lease expiration of our Owosso office in January.
Our Scope 2 office electricity (location-based)
emissions reduced by 5.6% compared to 2024. Vista
Group's office electricity consumption reduced by
9% compared to 2024, mainly attributed to our
Auckland, Owosso, and Mexico offices, supported
in part by the lease expiration of our Owosso office
in January. Despite this reduction in overall usage,
emissions from our Auckland office increased due to
a higher national electricity emission factor, which
reflects a shift since 2024 in the generation mix
toward an increase of fossil-fuel based electricity
generation. Additionally, the electricity consumption
in our South Africa office increased, which is
attributable to growth in headcount.
Our Scope 3 emissions for purchased goods and
services reduced compared to 2024, driven by
variations in the types and volumes of goods and
services procured between measurement periods,
which can significantly influence emissions calculated
on a per-dollar-spent basis. This reduction was
further affected by prior-year restatements for web
hosting services. Offsetting this reduction, the overall
Scope 3 emissions increased by 1.3% (37.4 tCO
2
e)
compared to 2024, primarily due to an increase in
employee commuting emissions as more employees
returned to the office for scheduled team days,
and an increase in capital goods emissions resulting
from higher expenditure, which can fluctuate due to
asset lifecycles and additional equipment required to
support headcount growth.
The marginal increase in business travel emissions
reflects changes made to our travel policy in 2024,
which included the class of travel used, as well as the
needs of our global client base, our growth strategy,
and delivery of our Vista Cloud onboarding projects.
We expect these emissions to continue rising in the
near term, as international travel remains essential
to achieving our strategy. We also acknowledge that
reductions in aviation-related emissions is heavily
dependent on the pace of decarbonisation within the
aviation sector itself, including the availability and
adoption of Sustainable Aviation Fuel.
• Greenhouse Gas Emissions Inventory Report 20254

Our GHG emissions
ScopeEmission source
2025
(tCO
2
e)
2024
(tCO
2
e)
Performance
against 2024
2022
base year
(tCO
2
e)
Performance
against base
year
Scope 1
Direct emissions5.65.7-1.8%10.3-45.6%
Scope 2
Office electricity (location-based)97.0102.7-5.6%132.4-26.7%
Total gross Scope 1 and 2 emissions (location-based)102.6108.4-5.4%142.7-28.1%
Scope 3
Purchased goods and services
1
1,599.6
2
1,654.5-3.3%2,072.9-22.8%
Capital goods40.937.88.2%188.9-78.3%
Fuel and energy related activities6.97.8-11.5%11.0-37.3%
Waste generated in operations12.216.5-26.1%13.1-6.9%
Business travel1,039.41,030.90.8%952.29.2%
Employee commuting312.1226.238.0%267.816.5%
Total gross selected Scope 3 emissions3,011.12,973.71.3%3,505.9-14.1%
Total gross emissions3,113.73,082.11.0%3,648.6-14.7%
Scope 2
Office electricity (market-based)
3
103.9105.4-1.4%144.2-27.9%
1The emissions relating to Category 4 (Upstream transportation and distribution) and Category 9 (Downstream transportation and distribution) are consolidated within Category 1
(Purchased goods and services) due to the freight data being unable to be separated from the invoice of the purchased goods.
220% of Purchased goods & services emissions for 2025 were calculated using supplier‑provided pre‑calculated emissions data.
3Where a residual mix emission factor was unavailable for the Scope 2 market‑based calculation, a location‑based factor was applied as a proxy. An adjusted residual mix factor was
not available or estimated, which may result in double counting between electricity consumers.
Other metrics
Vista Group has selected an economic intensity ratio metric which is suitable when aggregating or comparing
across entities that produce different products.
Metric
Type of metric202520242022
Total Revenue (gross tCO
2
e per $millions)GHG emissions intensity18.9520.5527.01
Annual Scope 2 office electricity consumptionkWh699,110766,680794,662
Emissions reduction target
Vista Group set an absolute reduction target for Scope 2 emissions (market-based) of 42% reduction by 2030
from our 2022 base year. This target has been developed using the Science Based Targets initiative near term
target setting tool (version 2.2). This target is not validated by the Science Based Targets initiative.
Target
202520242022
Scope 2 GHG emissions (market-based) reduction from 2022-27.95%-26.91%n/a
GHG inventory • 5

GHG inventory methodologies
Basis of preparation
Base year
Vista Group’s base year for emissions reporting is
the 2022 financial year, which is from 1 January
2022 to 31 December 2022. This base year period
was selected because it represents the first year
in which Vista Group had access to an adequately
complete set of data records to form the inventory.
GHG emissions assurance
Since 2022, Vista Group has obtained external
validation of its emissions data, and in 2024, a
limited assurance conclusion was achieved for Scope
1 and Scope 2 emissions. For 2025, Vista Group has
elected not to seek external validation or voluntary
assurance due to the relatively small volume of
emissions, which does not materially impact the
overall data integrity or reporting objectives.
Restatements and recalculations
Vista Group may update or recalculate prior year
information to improve consistency, comparability,
completeness or relevance of our emissions.
This may occur due to changes in calculation
methodologies, errors or improvements in the
accuracy of emission factors or data, or significant
structural changes in our organisation.
Historical recalculations of Vista Group's 2022
base year and the 2024 comparative year were
conducted in 2025 and are presented on the
following page. Emissions associated with web
hosting services contracted through Amazon Web
Services (
AWS) are sourced from a supplier-provided
dashboard. In 2025, AWS advised of a change
to its emissions calculation methodology, which
now reports location-based emissions in addition
to market-based emissions, and includes some of
AWS's Scope 3 emissions.
In prior years, we had treated AWS's market-
based emissions as if they were location-based
and included them within our total gross
emissions. These emissions have now been
updated to align with AWS's revised methodology,
ensuring consistency and comparability across
reporting periods.
• Greenhouse Gas Emissions Inventory Report 20256

2024 recalculations
As previously
reported 2024AdjustmentsAs restated
Scope 1
Direct emissions5.7-5.7
Scope 2
Office electricity (location-based)102.7-102.7
Total gross Scope 1 and 2 emissions108.4-108.4
Scope 3
Purchased goods and services1,428.4226.11,654.5
Other categories1,319.2-1,319.2
Total gross selected Scope 3 emissions2,747.6226.12,973.7
Total gross emissions2,856.0226.13,082.1
2022 (base year) recalculations
As previously
reported 2022AdjustmentsAs restated
Scope 1
Direct emissions10.3-10.3
Scope 2
Office electricity (location-based)132.4-132.4
Total gross Scope 1 and 2 emissions142.7-142.7
Scope 3
Purchased goods and services1,863.0209.92,072.9
Other categories1,433.0-1,433.0
Total gross selected Scope 3 emissions3,296.0209.93,505.9
Total gross emissions3,438.7209.93,648.6
GHG inventory methodologies • 7

Organisational boundaries
Vista Group uses a financial control consolidation approach, as defined in the GHG Protocol Corporate
Accounting and Reporting Standard. This approach aligns with Vista Group’s organisational boundaries for
financial reporting. It has been selected as this is where we have the greatest ability to direct the financial
policies of entities within Vista Group, apply generally acceptable accounting practices, and gain access
to information.
A description of our financial reporting basis of consolidation is available on page 88 of our 2025
Annual Report.
Vista Group reports all GHG emissions from the subsidiaries within its financial control, irrespective of
whether Vista Group holds an equity share of less than 100%. By reporting all GHG emissions from all
subsidiaries, Vista Group can more closely align its GHG accounting and financial accounting.
The table shows the subsidiaries that have been included in the context of our emissions inventory. Vista
Group subsidiaries that are inactive, a distributor of intellectual property or holding companies are excluded,
as they have no emissions from their operations.
Company name
Country of
incorporationPrincipal activity
Further
information
Shareholding
20252024
Flicks LimitedNew ZealandAdvertising salesIncluded100%100%
Maccs International B.V.NetherlandsSoftware development & licensingIncluded100%100%
MovieXchange LimitedNew ZealandInactiveExcluded100%100%
Movio LimitedNew ZealandInactiveExcluded100%100%
Numero LimitedNew ZealandHolding companyExcluded100%100%
Numero (Aust) Pty LtdAustraliaSoftware development & licensingIncluded100%100%
Powster, Inc.United StatesMarketing & creative solutionsIncluded50%50%
Powster LimitedUnited KingdomMarketing & creative solutionsIncluded50%50%
S.C. Share Dimension S.R.L.RomaniaSoftware developmentIncluded100%100%
Senda DO Brasil Serviços de
Tecnológia LTDA.
BrazilSoftware licensingIncluded60%60%
Share Dimension B.V.NetherlandsSoftware development & licensingIncluded100%100%
Vista Entertainment Solutions (Asia)
Sdn. Bhd.
MalaysiaSoftware licensingIncluded100%100%
Vista Entertainment Solutions
(Canada) Limited
CanadaInactiveExcluded100%100%
Vista Entertainment Solutions (NL) B.V.NetherlandsSoftware licensingIncluded100%100%
Vista Entertainment Solutions
(Spain), S.L.U.
SpainInactiveExcluded100%100%
Vista Entertainment Solutions LimitedNew ZealandInactiveExcluded100%100%
Vista Group (IP) LimitedNew ZealandDistributor of intellectual propertyExcluded100%100%
Vista Group (NZ) LimitedNew ZealandSoftware licensingIncluded100%100%
Vista Group (US), Inc.United StatesSoftware licensingIncluded100%100%
Vista Group International (UK) LimitedUnited KingdomSoftware licensingIncluded100%100%
Vista Group LimitedNew ZealandInactiveExcluded100%100%
Vista International Entertainment
Solutions South Africa (Pty) Ltd
South AfricaSoftware licensingIncluded100%100%
Vista Latin America, S.A. de C.V.MexicoSoftware licensingIncluded60%60%
GHG inventory methodologies • 9

Operational boundaries
The categories of GHG emission sources included in this inventory were identified with reference to the GHG
Protocol Corporate Accounting and Reporting Standard and the Corporate Value Chain (Scope 3) Accounting
and Reporting Standard.
CategoryInclusions
Direct GHG emissions (Scope 1)
GHG emissions from sources that are owned or controlled by the Group
Purchased natural gas
Fuel usage for leased vehicle
Indirect GHG emissions (Scope 2)
1
GHG emissions from the generation of purchased electricity, heat and steam consumed by the Group
Purchased energy
Indirect GHG emissions (Scope 3)
GHG emissions that occur as a consequence of the activities of the Group but occur from sources not owned or controlled by
the Group
Category 1 Purchased goods & services
Data centre hosting
Catch-all category for emissions not captured elsewhere in the
included categories
Category 2 Capital goods
Property, plant and equipment including software development and
purchased software licenses
Category 3 Fuel and energy-related activities
Electricity transmission & distribution losses
Category 4
2
Upstream transportation and distribution
Freight from suppliers to Vista Group
Category 5 Waste generated in operations
Waste generated from Vista Group offices
Category 6 Business travel
Air travel, taxis and rideshare, employee mileage claims, rental
cars, accommodation
Category 7 Employee commuting
Employee commuting to and from work and working from
home emissions
Category 9
2
Downstream transportation and distribution
Freight from Vista Group to clients
1The current GHG Protocol guidance suggests leases that have the characteristics of operating leases are reported as Scope 3 Category 8 (Upstream leased assets) for reporting
entities with a financial control approach. However, consistent with the principles of NZ IFRS 16 Leases and Vista Group’s application to capitalise lease assets in the statement of
financial position as a right of use asset, we have determined that during the lease period, Vista Group has the right to control the use of the asset as well as the right to substantially
all of the related economic benefits and therefore we have included the related emissions in Scope 2.
2The emissions relating to Category 4 (Upstream transportation and distribution) and Category 9 (Downstream transportation and distribution) are consolidated within Category 1
(Purchased goods and services) due to the freight data being unable to be separated from the invoice of the purchased goods.
GHG emission source exclusions
There are a number of identified emission sources that have been excluded from our inventory:
Emission sources
Reason for exclusion
Category 8 Upstream leased assets
Not applicable to our operations
Category 10 Processing of sold products
Vista Group is not a producer of intermediate products
Category 11 Use of sold products
Limitations in the availability or quality of the requisite data
Category 12 End-of-life treatment of sold products
Limitations in the availability or quality of the requisite data
Category 13 Downstream leased assets
Vista Group does not own or lease assets
Category 14 Franchises
Vista Group is not a franchisor
Category 15 Investments
Limitations in the availability or quality of the requisite data
• Greenhouse Gas Emissions Inventory Report 202510

Data collection and quantification
Scope / categoryCalculation methodData sourceAssumptions and estimation uncertaintyEmission factor source
1
Scope 1
Purchased natural gasInvoices from gas retailerIt is assumed that Vista Group’s gas consumption for the leased building space is proportional to the percentage of the total building’s square footage it occupies. Where data was unavailable at the
time of collection, an estimate was made using the monthly average of historical data to estimate gas usage in mcf (one thousand cubic feet).
EPA, US (2025)
Mobile combustion vehicleAverage-data
method
Lease agreementFor mileage, the contracted annual km usage for the vehicle was used, and it was assumed the vehicle is exclusively used for business related activities.DESNZ, UK (2025)
Scope 2
Office electricityLocation-based
method and
Market-based
method
Invoices from electricity
retailers and usage data
from landlords or property
managers
It is assumed that supplier invoices and electricity usage data from landlords contain an accurate record of usage information.
Where data was unavailable at the time of collection, an estimate was made using the monthly average of historical data to estimate kWh usage. Due to unavailable data, the Groningen office
energy consumption was estimated using the office floorspace, and the US Department of Energy's 2018 office building estimation factor (published in 2022).
For market-based emissions, emissions are calculated using a kWh to CO
2
e conversion factor based on the following sources (in order of the GHG Protocol hierarchy: markets where supplies are
either 100% renewable or our supplier uses a mix of renewable, backed by Guarantees of Origin, and nuclear energy declarations (such as our UK offices), residual mix factors, and location-based
conversion factors (applied as a proxy). Where a residual mix emission factor was unavailable for the Scope 2 market‑based calculation, a location‑based factor was applied as a proxy. An adjusted
residual mix factor reflecting voluntary purchases was not available or estimated, which may result in double counting of renewable attributes between electricity consumers.
MFE, NZ (2025);
DESNZ, UK (2025);
EPA, US (2025);
EMBER (2025);
BraveTrace (2025) -
market-based;
AIB (2025) - market-
based
Scope 3
Category 1: Purchased goods
and services – Data Centre
usage
Supplier-specific
pre-calculated
tCO
2
e
GHG emissions reports
from supplier dashboards
GHG emissions usage was obtained directly from suppliers (Azure and AWS) emission dashboards.
Where data was unavailable at the time of collection, an estimate was made using the monthly average of the historical data to estimate usage.
There is some uncertainty in the information because the usage is not traceable to the invoice issued by the supplier.
tCO
2
e provided by
suppliers
Category 1: Purchased goods
and services – all remaining
2
Spend-based
method
Vista Group’s operating
expense management
system - spend by
category
Spend by expense category sourced from internal financial records with NZ, UK and USA spend-based emission factors assigned based on the high-level category of the spend.
The assumption applied in the spend-based methodology calculation is that all transactions contained within the expense category are of the same nature as the final product selected.
Auckland Council, NZ;
EPA, US (2022);
BEIS, UK (2022);
EXIOBASE3 (2021)
Category 2: Capital goodsSpend-based
method
Financial accounting spend
by category
Spend by category sourced from internal financial records and converted to NZ Dollars, with NZ emission factors assigned based on the category of the spend.
The assumption applied in the spend-based methodology calculation is that all transactions contained within the category are of the same nature as the final product selected.
Auckland Council, NZ
Category 3: Fuel and energy
related activities (T&D
Losses)
Location-based
method
Invoices from electricity
retailers and usage data
from landlords or property
managers
Electricity transmission and distribution losses are estimated based on the gas and electricity usage collected for Scope 1 and Scope 2 as above.MFE, NZ (2025);
DESNZ, UK (2025)
Category 5: Waste generated
in operations
Average data
method
Supplier provided waste
weight records
Waste weights by category provided by supplier (NZ) or property manager (UK).
Average kilogram of waste per employee is applied at other office locations where usage data is unavailable.
MFE, NZ (2025);
DESNZ, UK (2025)
Category 6: Business travel –
transportation
Distance-based
method
Spend-based
method (taxi and
rideshare)
Invoices from travel
providers and employee
expense claims
Business travel includes flight itineraries, rail, taxi and rideshare, fuel and mileage reimbursements.
Where rail data was unavailable due to the use of travel cards, an uplift was applied to the km travelled based on the percentage of the related spend.
Where data was unavailable at the time of collection, an estimate was made using the monthly average of the prior two months data to estimate distance travelled.
MFE, NZ (2025);
DESNZ, UK (2025);
EPA, US (2023);
EXIOBASE3 (2021)
Category 6: Business travel –
accommodation
Hotel nightsInvoices from travel
providers and employee
expense claims
Number of room nights and country of stay is sourced from internal financial records.
Where accommodation information was unavailable, an uplift was applied to the number of nights based on the percentage of the related spend.
Where data was unavailable at the time of collection, an estimate was made using the monthly average of the prior two months data to estimate room nights.
MFE, NZ (2025);
DESNZ, UK (2025)
Category 7: Employee
commuting (includes
emissions associated with
working from home)
Distance-based
method
Average data
method
Results from a survey of
our people's commuting
and working from home
habits
Employee commute kilometres by transport mode was obtained through a survey and extrapolated for the full year based on the headcount of our people.
Employee work from home days are calculated based on survey response and extrapolated based on headcount. It is assumed an employee works 46 weeks a year and has 4 weeks of annual leave
and 2 weeks public holiday leave.
MFE, NZ (2025);
DESNZ, UK (2025)
1The emission factors used are drawn from a variety of sources, primarily: Government published emission factors (such as the NZ Ministry for the Environment); the IPCC; and supplier-specific data (from providers).
2The emissions relating to Category 4 (Upstream transportation and distribution) and Category 9 (Downstream transportation and distribution) are consolidated within Category 1 (Purchased goods and services) due to the freight data being unable to be separated from the invoice of the purchased goods.
• Greenhouse Gas Emissions Inventory Report 202512

The table below provides detail on the methodologies and assumptions used in data collection and
quantification of Vista Group’s GHG emissions inventory for 2025. GHG emission quantification is inherently
uncertain due to the necessity to estimate and apply judgements, and because of incomplete scientific
knowledge used to determine emission factors and the values needed to combine emissions of different gases.
Scope / categoryCalculation methodData sourceAssumptions and estimation uncertaintyEmission factor source
1
Scope 1
Purchased natural gasInvoices from gas retailerIt is assumed that Vista Group’s gas consumption for the leased building space is proportional to the percentage of the total building’s square footage it occupies. Where data was unavailable at the
time of collection, an estimate was made using the monthly average of historical data to estimate gas usage in mcf (one thousand cubic feet).
EPA, US (2025)
Mobile combustion vehicleAverage-data
method
Lease agreementFor mileage, the contracted annual km usage for the vehicle was used, and it was assumed the vehicle is exclusively used for business related activities.DESNZ, UK (2025)
Scope 2
Office electricityLocation-based
method and
Market-based
method
Invoices from electricity
retailers and usage data
from landlords or property
managers
It is assumed that supplier invoices and electricity usage data from landlords contain an accurate record of usage information.
Where data was unavailable at the time of collection, an estimate was made using the monthly average of historical data to estimate kWh usage. Due to unavailable data, the Groningen office
energy consumption was estimated using the office floorspace, and the US Department of Energy's 2018 office building estimation factor (published in 2022).
For market-based emissions, emissions are calculated using a kWh to CO
2
e conversion factor based on the following sources (in order of the GHG Protocol hierarchy: markets where supplies are
either 100% renewable or our supplier uses a mix of renewable, backed by Guarantees of Origin, and nuclear energy declarations (such as our UK offices), residual mix factors, and location-based
conversion factors (applied as a proxy). Where a residual mix emission factor was unavailable for the Scope 2 market‑based calculation, a location‑based factor was applied as a proxy. An adjusted
residual mix factor reflecting voluntary purchases was not available or estimated, which may result in double counting of renewable attributes between electricity consumers.
MFE, NZ (2025);
DESNZ, UK (2025);
EPA, US (2025);
EMBER (2025);
BraveTrace (2025) -
market-based;
AIB (2025) - market-
based
Scope 3
Category 1: Purchased goods
and services – Data Centre
usage
Supplier-specific
pre-calculated
tCO
2
e
GHG emissions reports
from supplier dashboards
GHG emissions usage was obtained directly from suppliers (Azure and AWS) emission dashboards.
Where data was unavailable at the time of collection, an estimate was made using the monthly average of the historical data to estimate usage.
There is some uncertainty in the information because the usage is not traceable to the invoice issued by the supplier.
tCO
2
e provided by
suppliers
Category 1: Purchased goods
and services – all remaining
2
Spend-based
method
Vista Group’s operating
expense management
system - spend by
category
Spend by expense category sourced from internal financial records with NZ, UK and USA spend-based emission factors assigned based on the high-level category of the spend.
The assumption applied in the spend-based methodology calculation is that all transactions contained within the expense category are of the same nature as the final product selected.
Auckland Council, NZ;
EPA, US (2022);
BEIS, UK (2022);
EXIOBASE3 (2021)
Category 2: Capital goodsSpend-based
method
Financial accounting spend
by category
Spend by category sourced from internal financial records and converted to NZ Dollars, with NZ emission factors assigned based on the category of the spend.
The assumption applied in the spend-based methodology calculation is that all transactions contained within the category are of the same nature as the final product selected.
Auckland Council, NZ
Category 3: Fuel and energy
related activities (T&D
Losses)
Location-based
method
Invoices from electricity
retailers and usage data
from landlords or property
managers
Electricity transmission and distribution losses are estimated based on the gas and electricity usage collected for Scope 1 and Scope 2 as above.MFE, NZ (2025);
DESNZ, UK (2025)
Category 5: Waste generated
in operations
Average data
method
Supplier provided waste
weight records
Waste weights by category provided by supplier (NZ) or property manager (UK).
Average kilogram of waste per employee is applied at other office locations where usage data is unavailable.
MFE, NZ (2025);
DESNZ, UK (2025)
Category 6: Business travel –
transportation
Distance-based
method
Spend-based
method (taxi and
rideshare)
Invoices from travel
providers and employee
expense claims
Business travel includes flight itineraries, rail, taxi and rideshare, fuel and mileage reimbursements.
Where rail data was unavailable due to the use of travel cards, an uplift was applied to the km travelled based on the percentage of the related spend.
Where data was unavailable at the time of collection, an estimate was made using the monthly average of the prior two months data to estimate distance travelled.
MFE, NZ (2025);
DESNZ, UK (2025);
EPA, US (2023);
EXIOBASE3 (2021)
Category 6: Business travel –
accommodation
Hotel nightsInvoices from travel
providers and employee
expense claims
Number of room nights and country of stay is sourced from internal financial records.
Where accommodation information was unavailable, an uplift was applied to the number of nights based on the percentage of the related spend.
Where data was unavailable at the time of collection, an estimate was made using the monthly average of the prior two months data to estimate room nights.
MFE, NZ (2025);
DESNZ, UK (2025)
Category 7: Employee
commuting (includes
emissions associated with
working from home)
Distance-based
method
Average data
method
Results from a survey of
our people's commuting
and working from home
habits
Employee commute kilometres by transport mode was obtained through a survey and extrapolated for the full year based on the headcount of our people.
Employee work from home days are calculated based on survey response and extrapolated based on headcount. It is assumed an employee works 46 weeks a year and has 4 weeks of annual leave
and 2 weeks public holiday leave.
MFE, NZ (2025);
DESNZ, UK (2025)
1The emission factors used are drawn from a variety of sources, primarily: Government published emission factors (such as the NZ Ministry for the Environment); the IPCC; and supplier-specific data (from providers).
2The emissions relating to Category 4 (Upstream transportation and distribution) and Category 9 (Downstream transportation and distribution) are consolidated within Category 1 (Purchased goods and services) due to the freight data being unable to be separated from the invoice of the purchased goods.
GHG inventory methodologies • 13

Full details of the sources and Global Warming Potential (GWP) used for preparing the 2025 inventory are
outlined below:
Source referenceSource full titleGWP
MFE, NZ (2025)New Zealand Ministry for the Environment – MfE Guidance for Voluntary Greenhouse Gas
Reporting (2025)
AR5
Auckland Council, NZAuckland Council – Consumptions Emissions Modelling, March 2023AR4
DESNZ, UK (2025)UK Department for Energy Security and Net Zero – Government greenhouse gas conversion
factors for company reporting (2025)
AR5
EPA, US (2025)U.S. Environmental Protection Agency – Emission Factors for Greenhouse Gas
Inventories (2025)
AR5
EPA, US (2023)U.S. Environmental Protection Agency – Emission Factors for Greenhouse Gas
Inventories (2023)
AR4
EXIOBASE3 (2021)EXIOBASE version 3 (2021)AR4, AR5
EMBER (2025)EMBER Global Electricity ReviewAR5
BEIS, UK (2022)
1
UK Department for Energy Security and Net Zero – Government greenhouse gas conversion
factors for company reporting (2022)
AR5
AIB (2025)The Association of Issuing Bodies
BraveTrace, NZ (2025)BraveTrace NZ-ECs (New Zealand Energy Certificates)
1Formerly the Department for Business, Energy & Industrial Strategy until 2023.
• Greenhouse Gas Emissions Inventory Report 202514

Glossary of terms
TermDefinition
2022
The financial year ended 31 December 2022.
2023
The financial year ended 31 December 2023.
2024
The financial year ended 31 December 2024.
2025
The financial year ended 31 December 2025.
AWS
Amazon Web Services.
CO
2
Carbon dioxide.
CO
2
e
Carbon dioxide equivalent.
EXIOBASE
A global, detailed Multi-Regional Environmentally Extended Supply-Use Table and Input-Output Table.
GHG
Greenhouse Gas.
GHG Protocol
The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition).
GWP
Global Warming Potential.
IFRS
International Financial Reporting Standards.
IPCC
The Intergovernmental Panel on Climate Change.
MfE
Ministry for the Environment (New Zealand).
tCO
2
e
Tonnes of carbon dioxide equivalent.
Vista Group
Vista Group International Limited (NZX & ASX: VGL) and its subsidiaries (collectively Vista Group).
Glossary of terms • 15

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

---

2025 Full YearResults
27 February 2026

Vista Group Promotional Video
2

Important Notice
This presentation has been prepared by Vista Group International Limited and
its related companies(collectively referred to as Vista Group).This notice
applies to this presentation and the verbal or written comments of any persons
presenting it.
Information in this presentation:
•is provided for general information purposes only, does not purport to
becomplete or comprehensive, and is not an offer or invitation or
subscriptionor purchase of, or solicitation of an offer to buy or subscribe
for, financialproducts in Vista Group;
•does not constitute a recommendation or investment or any other typeof
advice and may not be relied upon in connection with any purchaseor sale
of financial products in Vista Group.The presentation is not intended as
investment, legal, tax, financial advice or recommendation to any
person.Independent professional advice should be obtained prior to
making any investment or financial decisions;
•should be read in conjunction with, and is subject to, Vista Group’sfinancial
statements, market releases and information available on Vista Group’s
website (vistagroup.co.nz) and on NZX Limited’s market announcement
platform (nzx.com) under ticker code VGL;
•may contain forward-looking statements about Vista Group and the
environments in which it operates.Forward-looking statements can include
words such as “expect”, “intend”, “believe”, “continue” or similar words in
connection with discussions of future operating or financial performance or
conditions.Such forward-looking statements are based on significant
assumptions andsubjective judgements which are inherently subject to
risks, uncertaintiesand contingencies outside of Vista Group’s control;
•although VistaGroup’smanagement may indicate and believe
theassumptions underlying the forward-looking statements are
reasonable,any assumptions could prove inaccurate or incorrect and,
therefore, therecan be no assurance that the results contemplated in the
statements will be realised. Vista Group’s actual results or performance
may differ materially from any such forward looking statements; and
•may include statements relating tothepast performanceofVista Group,
whichare not, andshould not be regarded as,a reliable indicatoroffuture
performance.
While all reasonable care has been taken in compiling this presentation, Vista
Group, and their respective directors, employees,agents and advisers accept
no responsibility for any errorsor omissions. Neither Vista Group or any of its
respective directors, employees, agents or advisers makes any representation
or warranty, express orimplied, as to the accuracy or completeness of the
information in this presentation or as to the existence, substance or materiality
of any information omitted from this presentation.No person is under any
obligation to update this presentation at any time after its release.
Capitalised terms not defined in the body of this presentation have the
meanings give to those terms in the glossary provided in the appendix or in the
2025 Annual Report. Unless otherwise stated, all information in this
presentation is expressed at thedate of this presentation and all currency
amounts are in NZ dollars.
3

Agenda
01
Highlights and strategic progressStuart Dickinson | Chief Executive Officer
02
Financial resultsMatt Thompson | Chief Financial Officer
03
Vista Group and AIStuart Dickinson | Chief Executive Officer
04
OutlookStuart Dickinson | Chief Executive Officer
05
Questions
4

Highlights and
strategic process

Vista Group provides the mission-critical
commerce and operations infrastructure
for cinema and film distribution.
Our deeply embedded software and payments
workflows power ticketing, scheduling, concessions,
and guest experience at scale across
the world’s leading exhibitors and distributors.
6

Key takeaways
7
Adding growth levers
Vista Payments is live, with a market response ahead of original expectations
Balancing short-term performance with sustainable growth
Strong client demand, with 35% of client sites now on the Vista Cloud Platform
Accelerating the execution of our strategy
Another strong result, with all key metrics expanding and cloud transition gaining pace
1
2
3
Vista Group is well positioned to be an AI winner
Leveraging our deeply integrated platform — systems, data, and tools working as one — to turn our data
moat and vertical AI into differentiated value for our clients
4

A strong financial result: all key metrics expanding,
and a new all-time record revenue performance
•ALL-TIME RECORD REVENUE RESULT:
All key metrics expanding, revenue up
10% (2024: 5%)
•ENHANCED OPERATING LEVERAGE:
Momentum continues with EBITDA margin
of 17.2% (2024: 14.4%)
•PROFITABILITY ACROSS ALL METRICS:
A return to profit after tax of $2.6m
•ELEVATED OPERATING CASH FLOW:
Operating cash grows 65% to $27.8m
$164.3mTotal Revenue
$164.3m
$150.0m
2025
2024
2023
$143.0m
$147.2mRecurring Revenue
2025
2024
2023
9%
$147.2m
$134.6m
$124.0m
$69.7mSaaS Revenue
2025
2024
2023
25%
$69.7m
$55.7m
$45.9m
$163.0mARR
2025
2024
2023
12%
$163.0m
$145.6m
$126.3m
$28.2mEBITDA
2025
2024
2023
31%
$28.2m
$21.6m
$2.6mProfit After Tax
2025
2024
2023
533%
10%
$27.8mOperating Cash Flow65%
$27.8m
$9.0m
2025
2024
2023
($0.6m)
($13.6m)
$13.3m
$16.8m
$2.6m
8

Movie industry growth continues: four movies grossing
>US$1b, with the worldwide box office up 12% on 2024
•WORLDWIDE BOX OFFICE:
US$33.6b is up 12% on 2024
•DOMESTIC BOX OFFICE:
US$8.7b is up 1.0% on 2024,
with 2H25 up 11.2% on 1H25
•ZOOTOPIA 2 & AVATAR: FIRE AND ASH:
finish the year strong, with both titles
exceeding US$1.0b
•BILLION DOLLAR FRANCHISES:
2025 included four movies grossing
greater than US$1.0b, and the 2026
movie slate includes seven movie
franchises which previously achieved
greater than US$1.0b
9
Sources: Box Office Mojo and Gower Street Analytics
Worldwide Box Office:
US$2.3b
Worldwide Box Office:
US$1.7b
Worldwide Box Office:
US$1.2b
Worldwide Box Office:
US$1.0b

44
358
724
1,300
77
325
833
700
0%
5%
10%
15%
20%
25%
30%
35%
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
Dec 23Dec 24Dec 25Dec 26
Aspiration
Number of client Sites
+366 sites
added to OE
+314 sites
added to OE
We are meeting client demand: ~29% of sites to
Operational Excellence by the end of 2026
10
Live
31 Dec
2024
Live
31 Dec
2025
Aspiration
31 Dec
2026
Vista Cloud
(OE)
358724~1,300
Digital Solutions
(DE/ME)
325833~700
Vista Cloud
Platform (Total)
6831,557~2,000
Operational
Excellence
Operational
Excellence
Vista Cloud
Digital
Enablement
Moviegoer
Engagement
Moviegoer
Engagement
Digital Solutions
SITE COUNT PROGRESS:
•1,557 Enterprise Client sites are now on
Vista Cloud Platform
•Four of our top five clients by site count are
now either fully live on the Vista Cloud
Platform or have territory pilots live
•Strong second half illustrates that site
count growth is not linear
•Accelerating delivery to Operational
Excellence maximises revenue growth, and
we are targeting to deliver 57% more sites in
2025
~29% of existing
clients on
Operational Excellence
~45% of existing
clients on the
Vista Cloud Platform
+576 sites
added to OE
+57%

Our focus in 2026: growing market share
11
1. Management’s estimate of the Cinema segment percentage of the world market for Cinema Exhibition Companies with 20+ screens as at 31
December 2025, excluding Russia, India and China.
Live Enterprise Sites
Vista
Classic
Digital
Solutions
Operational
ExcellenceTotal
30 June 20253,7163234244,463
Cloud migration / change in sites(788)51030022
31 December 20252,9288337244,485
% of total sites live65%19%16%
Sites contracted not currently live on a Vista solution141
Contracted sites at 27 February 20264,626
46%
ENTERPRISE MARKET SHARE:
1
•35% of Enterprise Client sites are now on
the Vista Cloud Platform
•In addition to migrating existing clients,
we expect to add net new client sites in
2026

Our AI-enhanced platform: is continuously improving client revenue performance,
forecasting accuracy and operational efficiency
Agentic AI
Enhanced
Security
Automation
Assisted
Scheduling
AI Anomaly
Detection
Moviegoer
Propensity
Customer
Lifetime
Value & Churn
Accelerated
innovation
Business
continuity
Operational
efficiency
Moviegoer
experience
Security &
compliance
Increase admit
spend and drive
attendance
Reduction in
cost to serve
Optimise revenue
performance
Protecting
our clients
12
AI PRODUCT
EXAMPLES

Clients are recognising the meaningful benefits of Vista Cloud ...
“I return home both "illuminated" and affirmed that
Wallis Entertainment is on the right technological
path to continue our growth and customer service
success.”
Ben Huxtable | CEO, Wallis Entertainment

"With Vista, I love everything behind the idea of
technology bringing cinema to the guests in a way
that is compelling and makes them want to be
involved and immersed."
Carly Young | GM, Sales & Partnerships,Village Entertainment
13

Growth levers are being added: Vista Payments is
now operational
•Adyen selected as our white-label payments supplier
•Four pilot clients signed with go-lives commenced in Jan 2026, with
two clients transacting in Feb 2026
•Market response is tracking above expectation, if this continues
ARR of $15m (net of processing costs) may prove to be conservative
14

Vista Payments ARR potential: enhanced by the
annualised GTV flowing through the Vista Cloud Platform
15
~US$3.3b
1.Management’s estimate of the annualised GTV processed through Operational Excellence, Digital Enablement and Moviegoer Engagement in 4Q25 using data from
Vista Group’s Horizon data warehouse solution. To normalise for box office seasonality, the fourth quarter GTV is assumed to be 25.3% of FY25 GTV, which is based on
a proportion of the FY25 Domestic Box Office (4Q25 and FY25 Actuals: US$2.2b and US$8.7b, respectively per Box Office Mojo).
2.Implied GTV by the end of 2030 assumes all Vista Cloud Enterprise Client sites and modest Veezi site growth, with GTV assumed to grow in line with Domestic box
office forecasts reported by Omdia.
Annualised GTV
1
for the Vista
Cloud Platform in 4Q25 ...
Implied GTV by the end of 2030
for the Vista Cloud Platform
and Veezi
2

~US$22.0b
VISTA PAYMENTS OPPORTUNITIES:
•Market response continuing to
track above expectations
•Taking on more of the merchant
providers responsibilities
•Enhance offerings including
financial products
•Attaching other adjacent industry
opportunities to our payment
platform

Expansion opportunities: a clear roadmap of identified opportunities
Ecosystem and adjacent expansion opportunities
FY25 ARR $163m
2030 Exit Rate Aspiration
ARR $315m
Platform Breadth
Time
Identified adjacencies:
•Family Entertainment Centres
•Film Distribution
*Indicative scale
Growth opportunities:
•Increased market share
•Data innovation
•New product development (power up modules)
•Enhanced payments / financial products
16

Financial Results

Income statement: An all-time record revenue
performance with improved operating leverage
•SaaS Revenue up 25%
•Recurring Revenue up 9%
•ARR of $163.0m up 12%
•Contribution and EBITDA margins
continue to expand
•A return to profit after tax
•Excluding one-off items, NPAT up $5.6m
18
NZ$m20252024% Change
Total revenue164.3150.0+10%
Total segmental expenditure(105.5)(97.8)+8%
Contribution58.852.2+13%
Contribution Margin35.8%34.8%+1.0%
General and administrative expenses(30.5)(28.9)+6%
Foreign exchange gains / (losses)(0.1)(1.7)
EBITDA28.221.6+31%
EBITDA Margin
EBITDA Margin (excluding exchange)
17.2%
17.2%
14.4%
15.5%
+2.8%
+1.7%
Depreciation and amortisation(21.5)(19.8)
Net finance costs(2.3)(2.4)
Other gains and losses-2.4
Profit before tax4.41.8+144%
Profit after tax2.6(0.6)+533%

SaaS P&L: Revenue and EBITDA margins expand
KEY OBSERVATIONS:
•Operating leverage expands
•2H25 EBITDA Margin of 21%, up from
13% in 1H25 and 18% in 2H24
•SaaS revenue climbs substantially
•Non-SaaS revenue stable, despite client
conversions to Vista Cloud
NZ$m(Six months – Unaudited)1H232H231H242H241H252H25
SaaS revenue21.124.825.430.331.638.1
Non-SaaS revenue39.438.738.040.938.838.7
Recurring revenue60.563.563.471.270.476.8
Non-recurring revenue9.29.86.29.26.610.5
Total revenue69.773.369.680.477.087.3
Cost to serve25.325.428.430.632.135.1
Hardware cost of sales1.11.50.50.80.90.9
Gross profit43.346.440.749.044.051.3
Gross Margin62%63%58%61%57%59%
Sales and marketing7.77.64.94.95.64.7
Research and development14.613.813.214.514.511.7
Contribution 21.025.022.629.623.934.9
Contribution Margin30%34%32%37%31%40%
General and administration17.615.214.614.314.715.8
EBITDA (excluding exchange)3.49.88.015.39.219.1
EBITDAMargin (excluding exchange)5%13%11%19%12%22%
Foreign exchange losses / (gains)0.9(1.0)0.80.9(0.8)0.9
EBITDA2.510.87.214.410.018.2
EBITDA Margin4%15%10%18%13%21%
19
69.7
69.6
77.0
73.3
80.4
87.3
0
20
40
60
80
100
120
140
160
180
202320242025
Total Revenue (NZ$m)
1H2H
REVENUE SEASONALITY:
•Revenue continues to be weighted
toward the second half box office

Reporting segments: All parts of the business are
succeeding through scale
CINEMA OBSERVATIONS:
•SaaS Revenue up 29% on 2H24 driven by
35% of clients now using the Vista Cloud
Platform
•Total Revenue up 9% on 2H24 and 16%
up on 1H25, demonstrating both
progress and seasonality
•Contribution margin expands to 39%
FILM OBSERVATIONS:
•SaaS Revenue up 11%, supporting
overall 11% Recurring Revenue growth
on 2H24
•Contribution margin expands to 44%
20
Cinema Segment – NZ$m(Unaudited)1H232H231H242H241H252H25
SaaS revenue16.219.319.524.125.131.2
Non-SaaS revenue32.631.731.433.131.330.0
Recurring revenue48.851.050.957.256.461.2
Non-recurring revenue6.77.74.57.24.18.9
Total revenue55.558.755.464.460.570.1
Contribution16.519.817.123.117.227.3
Contribution Margin30%34%31%36%28%39%
Film Segment – NZ$m(Unaudited)1H232H231H242H241H252H25
SaaS revenue4.95.55.96.26.56.9
Non-SaaS revenue6.87.06.67.87.58.7
Recurring revenue11.712.512.514.014.015.6
Non-recurring revenue2.52.11.72.02.51.6
Total revenue14.214.614.216.016.517.2
Contribution 4.55.25.56.56.77.6
Contribution Margin32%36%39%41%41%44%

Cash Flow: We have preserved cash resources while
scaling to meet client demand
•Continued strong client collections,
103% of revenue
•Operating cash up 65%, or 54%
excluding exceptional items
•Operating cash converts to 99%
of EBITDA
•Net movement in cash improved
84% on 2024
•Closing cash excluding exchange
reduces $0.6m, despite accelerating
$8.5m of implementation and
capitalised development costs
21
NZ$m20252024% Change
Receipts from clients169.7150.0+13%
Payments to suppliers & employees(140.2)(130.1)+8%
Exceptional items0.7(0.8)
Tax & interest(2.4)(2.3)
Operating cash flow27.816.8+65%
Capitalised development (net of RDTI)(20.5)(17.6)+16%
Lease payments(6.5)(6.0)
Loan (repayments) / drawdowns(1.0)(0.1)
Other(1.0)(0.4)
Net movement in cash held(1.2)(7.3)+84%
Opening cash21.828.5
Foreign exchange differences(0.6)0.6
Closing cash20.021.8-8%

Financial position: Net cash remains stable
•Net Cash Position of $0.7m: largely
unchanged on 2024, despite $8.5m of
increased investment into capitalised
development and our onboarding
capacity
•Strong banking partner support:
facilities extended to $62.0m until 2029,
meaning cash runway including facilities
is now $62.7m
22
NZ$m20252024% Change
Cash20.021.8-8%
Borrowings – Bank (19.3)(19.7)
Borrowings – Related Parties + RDTI-(1.0)
Net Cash Position0.71.1
Trade receivables30.031.2-4%
Other current assets18.717.4
Other non-current assets172.2153.9+12%
Other current liabilities(62.0)(55.0)-13%
Other non-current liabilities(9.9)(2.7)
Net assets / total equity149.7145.9+3%

Underlying Free Cash: The core business is currently
generating ~$18.8m, targeting ~$75m by the end of 2030
•Underlying FCF demonstrates the
improving cash performance of the core
business, by removing cloud transition
incremental costs
•The core business is currently generating
~$18.8m of cash
•Our 2030 ARR and EBITDA margin exit
rate aspirations imply FCF of ~$75m
(300% uplift on the 2025 Underlying FCF)
•See appendix for calculations relating to
FCF and Underlying FCF
23
(11.3)
(5.9)
(0.9)
75.0
1.0
5.3
18.8
2023202420252030
Exit Rate Aspiration
NZDm
Incremental Costs
75.0
Free Cash Flow (FCF) – A non-GAAP measure calculated using the net movement in cash held, less cash applied to business acquisitions / earn outs, movements in
borrowings, and cash used to settle exceptional items included within “other gains and losses” (see section 2.3 of the 2025 Annual Report).
Underlying FCF – Free Cash Flows normalised for incremental costs incurred to onboard clients to Vista Cloud, and for escalated capitalised development costs
(long-term BAU levels assumed to be $8.0m per annum). These normalised incremental cash costs are not expected to be incurred at full platform adoption.
2025: FCF of -$0.9m with Underlying FCF of +$18.8m
+300%
FCF
Underlying FCF

A self-funding strategy: Incremental Costs from 2026
are expected to be repaid from the FCF ramp
24
•Incremental costs from 2026: the
additional onboarding capacity and
development costs will be funded
entirely from FCF ramp by the end of
2030
Incremental Costs – The costs incurred to onboard clients to Vista Cloud, and for escalated capitalised development costs (long-term BAU levels assumed to be
$8.0m per annum). These normalised incremental cash costs are not expected to be incurred at full platform adoption.
ARR$315m
EBITDA margin33-37%
2030 Exit Rate Aspirations
NZ$m
Recurring Revenue315
Non-Recurring Revenue15
Total Revenue (2030 exit rate)330
EBITDA (~35% margin)116
Capitalised Development(8)
Leases & Other(7)
Taxation(26)
FCF (2030 exit rate)~75
Implied FCF by the end of 2030

Capital allocation: we retain flexibility while deliberately
choosing to accelerate to meet strong client demand
25
1
2
3
4
•Client satisfaction
•Maximise shareholder returns
•Deeply integrated client base
Our bankers are supportive,
extending the facility limit and
term in Dec 2025
•Facility limit extended to
$62.0m and term to Jan 2029
•Significant headroom for
extraordinary external events
We are confident in our ability to
fund this strategy from existing
debt facilities
•Any drawdown expected to be
small and transitional
•Debt repaid and net cash
position reestablished in 2028
We retain flexibility with levers
to pull
•We will adjust our delivery pace
and funding based on client
demand and return thresholds
CAPITAL ALLOCATION PROFILE:
•2026 Using Small Levels of Debt:
Accelerating onboarding to meet demand,
expanding investment in delivery and
technology
•2027 Neutral FCF:
We forecast increased operational
cashflow as more clients transition to
Cloud, which will be used to fund
continued acceleration
•2028 Net Cash Positive (Peak Velocity):
We expect to be generating strong FCF,
enabling debt repayment and
reestablishing a net cash position
Client demand is strong with
several marquee signings
expected

26
Compelling 2030 Exit Rate Aspirations: in five years we expect to approximately
double ARR and EBITDA Margin, and triple Underlying FCF
163.0
315.0
20252030
Exit Rate Aspiration
NZ$m
ARR
18.8
75.0
20252030
Exit Rate Aspiration
NZ$m
Underlying FCF
+300%
17.2%
35.0%
20252030
Exit Rate Aspiration
% of revenue
EBITDA Margin
+103%+93%
Underlying FCF – Free Cash Flows normalised for incremental costs incurred to onboard clients to Vista Cloud, and for escalated capitalised development costs
(long-term BAU levels assumed to be $8.0m per annum). These normalised incremental cash costs are not expected to be incurred at full platform adoption.

Vista Group and AI
Vista Group is not a generic, seat-based software business.
Embedded software and payments workflows power ticketing,
scheduling, concessions, and guest experiences, using market
specific data that AI cannot access or replicate.

Why Vista Group is best placed to be an AI winner
28
AI is embedded operationally
Across the Group to accelerate delivery, enhance expertise and strengthen execution
Vista Group is a tech leader in embedding and integrating AI into its product suite
With a long-standing focus on innovation, and a published roadmap shaped directly by client input
Vista Group has eight structural advantages that will make it win in an AI-driven world
While providing the mission-critical infrastructure that makes it difficult to be displaced
1
2
3

Vista Group’s advantage: we have a strong competitive advantage across eight
dimensions
29
Client Embeddedness
High Trust Requirements
Dominant Market Position
Data & Network Effects
Extensive Integrations
Regulatory Barriers
Vertical Provider
Pricing Model
The interface
The user experience (AI/UI)

Vista Group's competitive advantage in detail: to facilitate further discussion
30
1. Client Embeddedness
Mission-critical, integrated system of
record, high switching costs
•Authoritative system of record for
exhibitor to studio revenue flows
•Embedded synergistic workflows
across ticketing, scheduling, F&B, guest
experience, marketing, memberships,
payments etc.
•AI trained on mission-critical workflow
data
2. High Trust Requirements
Deployed in secure, regulated
infrastructure, platform clients trust
•Near-perfect uptime and accuracy
•Downtime results in no revenue being
generated
•Regulated markets with personal and
identifiable data
•Proven track record with 30 years of
operational resilience
3. Dominant Market
Position
Industries with high concentration and
limited competition benefits
•Global leader in cinema and film
distribution infrastructure
•46% enterprise market share outside
China, India, and Russia
•Limited competition in a specialised
market
7. Vertical Provider
Deep domain expertise across the
industry's expanding dimension
•End-to-end cinema operating platform
•30 years of data being leveraged by AI
for intelligence
•Client-led innovation roadmap delivered
at pace
•Strong underlying client demand
6. Regulatory Barriers
Compliance with the most stringent
industry specific regulations
•Box office reporting for revenue share
and local regulations
•Certified localisation and homologation
•Cybersecurity and GDPR
•SOC2 and PCI compliance
5. Extensive Integrations
Industries that require extensive
integration with external systems
•Broad integrations across payments,
finance, hardware, and industry
platforms
•Market-specific, certified regulatory and
box office connections
•30 years of embedded integration logic
and data
4. Data & Network Effects
Aggregated data creating winner-
takes-most dynamics
•End-to-end, industry-specific data
generated inside mission-critical
cinema and film workflows
•Aggregated at global scale, creating
network effects
•Data scientists already using rich and
trusted data, built on decades of
operational logic
8. Pricing Model
Outcome and usage-based pricing
resistant to seat erosion
•Large components of revenue linked to
usage / client GTV
•No seat-based pricing
•Analysts estimate the cost of our
offering to be less than 1% of client
revenue

Examples of AI solutions already in our product: powered by proprietary, industry
data to create efficiency, effectiveness and exceptional guest experiences
Audience similarity
proprietary algorithm identifying movies based on
outsized similarity of audience composition

Moviegoer propensity
proprietary algorithm that scores moviegoers based on
their likelihood toenjoy a specific movie

Moviegoer personas
LLM-identified audience segments showing key
motivations and requirements for watching a movie

Customer Lifetime Value and Churn
forecasts predicted member spending and churn risk in
the coming quarter, unlocking deeper member insights
and targeting opportunities

First draft
automatically generates newsletter copyineach exhibitor’s
tone of voice, enabling personalised 1:1 marketing at scale

React summaries
insights from guest satisfaction surveys, surfacing
issues and trends to improve service delivery

Assisted scheduling
AI and rules-based assistance to help optimise movie
schedules far quicker and on a per site/per day basis

Box office forecasting
for individual movie performance with results supporting
assisted movie scheduling and operational labour scheduling

Audience Segmentation
identifies movie specific segments as part of the forecasting
process, and suggests copy and offers to boost visitation

Dynamic content
surfaces the ideal selection and ordering of movies based on each
recipient’s preference, creating tens of thousands of permutations

Solutions powered by Vista Group’s proprietary data moat & insights:
Increase admit spend & drive attendance ...
AI solutions powered by vertical software workflows:
Improves cinema operational efficiency ...
31

32

Concessions recommender
AI and rules-based F&B suggestions, with the ability to promote
them to moviegoers close to their arrival and showtime

Smart pricing
harnessing moviegoer propensity, CLV and churn as well as box
office forecasting and other factors to support pricing decisions

Agentic commerce (transactions)
using AI assistants to complete end-to-end cinema
transactions within defined rules and safeguards
Agentic commerce (discovery)
AI assistants to help moviegoers find the best cinema
experiences for them

In reference to the Oneview podcast which was launched
in September 2023
“Vista Group is ahead of the curve.
They’re using leading-edge tools like
agents, which have really only been
around as a concept for less than a
year.”
Daniel Scott-Raynsford
Partner Technology Strategist, Microsoft New Zealand
Ongoing focus on developing solutions that leverage proprietary data
and workflow: Increase admit spend, drive attendance and maximise
operational efficiency ...
Examples of AI solutions in active discovery / development: shaped by direct client
feedback through product advisory counsels, and at VistaCon earlier this month

Modernisation and
Efficiency
AI is creating structural cost
and speed advantage
•Agentic AI code generation
modernising at scale;
improving speed and efficiency
•Model Context Protocol (MCP)
enabling scalable code
discovery and automation
•MCP-enabled discoverability
unlocking future agentic
development and faster
incident resolution
•Statistical and ML models in
place for anomaly detection
and predictive monitoring
•Agentic AI-enhanced security
automation across detection,
response and governance
Enterprise Grade
Governance
AI adoption built on
disciplined control and risk
management
•Scaled adoption while
protecting client and guest
data
•Secure experimentation
embedded within Software
Development Life Cycle
(SDLC) controls
•Clear data rights and
classification standards
enforced
•Employees trained on
responsible and ethical AI
usage
Product and Platform
Differentiation
AI enhancing reliability,
usability and speed to market
•Improved reliability and
uptime from AI-enabled
anomaly detection
•AI generated test coverage
reducing defects and
improving quality
•AI-enhanced interfaces
leveraging proprietary Vista
data to deliver differentiated
customer insight
•Continuous exploration of
high-value AI use cases across
the portfolio
•Unified proprietary data
enables scalable AI
deployment Vista wide
Embedded into
Engineering at Scale
AI is accelerating innovation
cycles and lowering
development cost per feature
•>70% of core engineering
using agent assisted AI
development daily
•>50% of core engineering
leveraging agentic capabilities
within the SDLC
•Structured AI-fluency program
strengthening long term
capability
•Evidence of improved cycle
time and code quality
Scaling the advantage
in 2026
We are not standing still, we
are embracing change
•AI deployment moving from
adoption to measurable
financial impact
•Organisation-wide rollout of
productivity AI tools
•3–5 lighthouse automations
live in support functions,
delivering quantifiable cost,
cycle-time and quality
improvements
•Agentic AI modernisation
scaled further across
codebase
•Expanded AI capability across
people systems and
procurement workflows
AI is embedded within Vista Group: Examples across engineering, product & operations
Already in place ...Underway ...
33
With these examples and ongoing opportunities, we will continue to look at ways to
further accelerate and reduce the investment required to achieve our 2030 Exit Rate Aspirations

Outlook

Movie slate confidence: expected to drive sustained
box office momentum through 2026
•2026 Domestic Box Office of US$9.6b to
US$9.9b forecasted by Omdia and Gower
Street Analytics
•Strong movie slate forecast for 2026, with
seven titles from franchises previously
grossing greater than US$1.0b
35
DOMESTIC BOX OFFICE FORECAST
1
1.Forecast as reported by Omdia in February 2026.
11.4
2.2
4.5
7.4
9.0
8.78.7
9.6
10.0
10.3
10.7
11.0
0.0
2.0
4.0
6.0
8.0
10.0
12.0
14.0
US$ billions

Outlook: guidance and aspirations
2026 ASSUMPTIONS:
•Domestic box office: US$9.75b
(midpoint of Omdia and Gower Street
Analytics forecasts)
•USD currency: assumed at US$0.60
creating ~$4.0m headwind to the 2025
average/spot rate (US$0.58)
36
Guidance and aspirations: Vista Group’s 2026 guidance is based on a number of assumptions, including box office performance, foreign
exchange, and the timing of key client signings and transitions. Guidance assumes there are no material adverse macro-economic and/or
market condition impacts, and there are no major accounting adjustments, other unforeseen circumstances, or future acquisitions or
divestments. Aspirations are not financial forecasts or guidance.
FY26
Guidance
2030 Exit Rate
Aspirations
Revenue
$176m-182m
7-11% growth on 2025, or
10-13% on a constant currency basis
EBITDA margin
18-20%
Up from 17.2% in 2025
33-37%
No change
ARR
$315m+
Includes $15m from
Vista Payments

Four key messages: Our business is winning and durable
37
Adding growth levers
Vista Payments is live, with a market response ahead of original expectations
Balancing short-term performance with sustainable growth
Strong client demand, with 35% of client sites now on the Vista Cloud Platform
Accelerating the execution of our strategy
Another strong result, with all key metrics expanding and cloud transition gaining pace
1
2
3
Vista Group is well positioned to be an AI winner
Leveraging our deeply integrated platform — systems, data, and tools working as one — to turn our data
moat and vertical AI into differentiated value for our clients
4

Questions

Thank you

Appendix

Film studio & distributor
Movie marketing
Film booking & sales
Reporting & analytics
Invoicing & settlement
Content management
Release date planning
Cinema – head office
Reporting & analytics
Film scheduling
Marketing
Digital movie media
Circuit management
Cinema – F+B
Kitchen operations
Bar & restaurant
Stock management
Cinema – back office
Cinema management
Corporate bookings
Cinema – front of house
Point of sale
Ticket + F&B kiosk
Queue busting &
remote sales
Ticket validation
Digital signage
Cinema – theatre
Scan-to-order
In-seat dining service
Moviegoer
Websites & apps
Loyalty & subscriptions
Personalised
communication
Guest services
Cinema & streaming guide
Vista Group: the global leader in providing tech and data solutions to the film industry
41

Strong ARR with $315m+ by the end of
2030, representing sustained
growthas clients move to Vista Cloud
Growing FCFand EBITDA as we
aspire to deliver a ‘Rule of 40’
Competitive advantagethrough
46% global marketshare
1
in the
enterprisecinema market
Increasing total addressablemarket
as cloud transitionbrings a greater
shareof client technologyspend
Expansion opportunitieswithin the
film industry andadjacent
entertainmentindustry
Our platform is built for an AI world
with many fundamental, structural
advantages that only Vista Group can
combine in the cinema industry
Vista Group: A proven leader delivering growth, scale, and strategic focus
1.Management’s estimate of the Cinema segment percentage of the world market for Cinema Exhibition Companies with 20+ screens with a signed contract, excluding Russia, India and China at 31 December 2025.
42

43
2030 Exit Rate Aspirations: unchanged, with
operational leverage to 33-37%
G&A, 19%
R&D, 16%
S&M, 6%
CTS, 42%
EBITDA, 17%
2025 Actual
MARGIN OBSERVATIONS:
•Operational leverage progress not
expected to be linear due to large client
onboarding
•Deferred implementation costs create a
cash drag beyond 2030, margins will be
better on a cash basis
•Significant proportion of delivery and tech
teams diverted to adjacent opportunities
closer to full adoption
Medium-term
cost drivers
CTS – ~25% labour scales
with cloud delivery and wage
inflation, ~17% grows with
revenue
S&M – right sized for full
transition, wage inflation
R&D – labour scales initially
with tech / AI adoption and
wage inflation
G&A – right sized for full
transition, wage inflation
Operating, 28%
CTS, 37%
EBITDA, 35%
2030 Exit Rate Aspiration

44
Free Cash Flow and Underlying FCF
Exceptional Items – The cash inflow or outflow relating to transactions classified as “other and gains and losses” (see section 2.3 of the 2025 Annual Report).
Free Cash Flow – A non-GAAP measure calculated using the net movement in cash held, less cash applied to business acquisitions / earn outs, movements in
borrowings, and cash used to settle exceptional items included within “other gains and losses” (see section 2.3 of the 2025 Annual Report).
Underlying FCF – Free Cash Flows normalised for incremental costs incurred to onboard clients to Vista Cloud, and for escalated capitalised development costs (long-
term BAU levels assumed to be $8.0m per annum). These normalised incremental cash costs are not expected to be incurred at full platform adoption.
NZ$m(Unaudited)1H232H231H242H241H252H25
Net movement in cash held(9.2)(8.0)(8.7)1.40.8(2.0)
Adjust for loan movements-(0.4)(0.8)0.90.70.3
Adjust for Exceptional Items-5.00.50.3(0.5)(0.2)
Adjust for acquisitions / earn-outs1.3-0.5---
Free Cash Flow(7.9)(3.4)(8.5)2.61.0(1.9)
Deferred implementation costs0.40.40.70.93.33.9
Capitalised development10.88.79.28.48.711.8
Long-term BAU capitalised development ($8m p.a.)(4.0)(4.0)(4.0)(4.0)(4.0)(4.0)
Total incremental costs7.25.15.95.38.011.7
Underlying FCF(0.7)1.7(2.6)7.99.09.8

Vista Payments value proposition
•Lower payment processing costs
•A tightly integrated solution significantly
improving exhibitor efficiency
•Cutting edge payment tech not
normally available to smaller exhibitors
•Improves cash flow (faster settlements)
•Expands TAM of Vista Classic, Vista
Cloud and Veezi
•Client retention / stickiness
•Risk managed through payment supplier
•Largest opportunity is through smaller
exhibitors (<50 sites)
•Implied GTV: ~US$22.0b
•ARR: >$15m (net of processing costs)
•Cost base: Payment team of ~20
people, plus other GTM costs
1.Implied GTV by the end of 2030 assumes all Vista Cloud Enterprise Client sites and modest Veezi site growth, with GTV assumed to grow in line with Domestic box office forecasts reported by Omdia.
Good for our exhibition clients
1
Good for Vista Group
2
Our aspirations by the end of 2030
3
45

Glossary
Defined Terms:
Annualised GTV – Management’s estimate of the annualised GTV processed through Operational Excellence, Digital Enablement and Moviegoer Engagement in 4Q25
using data from Vista Group’s Horizon data warehouse solution. To normalise for box office seasonality, the fourth quarter GTV is assumed to be 25.3% of FY25 GTV,
which is based on a proportion of the FY25 Domestic Box Office (4Q25 and FY25 Actuals: US$2.2b and US$8.7b, respectively per Box Office Mojo).
ARR – Annualised Recurring Revenue, which is a non-GAAP measure calculated as trailing 3 month Recurring Revenue multiplied by four.
Contribution Margin – a non-GAAP measure which is calculated as total revenue, less cost to serve, sales & marketing costs, and R&D costs.
Domestic Box Office – The gross box office revenue a movie earns from ticket sales across North America (United States and Canada).
EBITDA – 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
of the 2025 Annual Report).
Enterprise Client – Cinema Exhibition Companies with 20+ screens. Enterprise client sites are recognised from the date that the production environment is available for
use.
Enterprise Market Share – Management’s estimate of the Cinema segment percentage of the world market for Cinema Exhibition Companies with 20+ screens, excluding
Russia, India and China at 31 December 2025.
Exceptional Items – The cash inflow or outflow relating to transactions classified as “other and gains and losses” (see section 2.3 of the 2025 Annual Report).
Free Cash Flow (FCF) and Cash Usage – A non-GAAP measure calculated using the net movement in cash held, less cash applied to business acquisitions / earn outs,
movements in borrowings, and cash used to settle exceptional items included within “other gains and losses” (see section 2.3 of the 2025 Annual Report).
Incremental Costs – The costs incurred to onboard clients to Vista Cloud, and for escalated capitalised development costs (long-term BAU levels assumed to be $8.0m
per annum). These normalised incremental cash costs are not expected to be incurred at full platform adoption.
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 and Non-SaaS Revenues – 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.
Underlying FCF – Free Cash Flows normalised for incremental costs incurred to onboard clients to Vista Cloud, and for escalated capitalised development costs (long-
term BAU levels assumed to be $8.0m per annum). These normalised incremental cash costs are not expected to be incurred at full platform adoption.
Worldwide Box Office – The gross box office revenue a movie earns from ticket sales across all countries including the Domestic and International Box Offices.
46

Glossary (continued)
Vista Cloud Capabilities:
Operational Excellence– The final Vista Cloud capability, marking the completion of an exhibitor’s cloud journey.
Digital Solutions – Vista Cloud capabilities representing digital solutions, including sales channels and marketing. These capabilities are marketed to clients as Digital
Enablement and Moviegoer Engagement.
Vista Cloud Platform – An aggregation of all clients using a Vista Cloud capability, including Digital Enablement, Moviegoer Engagement or Operational Excellence.
47

---

For immediate release

Vista Group reports r ecord 2025 results as client onboarding accelerates
Auckland, New Zealand, 27 February 2026 – Vista Group International Limited (NZX & ASX: VGL) today announced its
full-year results for the year ending 31 December 2025, highlighting strong operational and financial performance as
the company accelerates delivery of its strategy in response to sustained client demand. The year saw all-time record
revenue, a 25% increase in SaaS revenue, continued ARR growth, margin expansion, and a return to profit after tax.
Stuart Dickinson, Chief Executive Officer of Vista Group, said: “The strong progress we have made shows our strategy
in action. Client demand for Vista Cloud continues to build, supporting a second consecutive year of record revenue
and ARR performance. At the same time we are improving margins while investing where it matters to drive
long‑term growth.”
Strong client momentum across global enterprise circuits
Vista Group has secured several major commitments to Vista Cloud, which included ODEON Cinemas Group (312
sites), Kinepolis (109 sites), and Village Cinemas Australia (24 sites) – all of whom will be transitioning to Vista Cloud’s
Operational Excellence capability.
Dickinson added: “With 35% of our Enterprise Client sites now live on the Vista Cloud Platform, our focus is on scaling
delivery capacity to meet the strong ongoing demand. Additionally, several marquee clients are in advanced
negotiations to transition to Vista Cloud. To support this demand, we accelerated client onboarding during 2025 and
plan to accelerate further throughout 2026.”
Vista Group’s mission‑critical platform and embedded AI position it strongly for an AI‑enabled future
Vista Group continues to advance AI‑powered functionality across the Film solutions and Vista Cloud Platform,
building on AI already embedded in its products and leveraging the company’s deep structural advantages. Vista
Cloud’s mission‑critical, client‑embedded workflows (spanning the likes of ticketing, scheduling, concessions and
payments) operate at the core of the world’s largest cinema circuits, creating trusted, high‑integrity data that generic
systems cannot access or replicate.
Applying AI directly to these operational workflows is delivering greater efficiency, effectiveness, and more
personalised guest experiences for our clients. These elements are underpinned by Vista Group’s global market scale,
trusted industry role, extensive integration ecosystem, regulatory expertise, and industry‑specific datasets, which
together provide a durable foundation for delivering AI at scale.
AI adoption is also embedded broadly within Vista Group, accelerating delivery and supporting the Group’s long‑term
strategy. Collectively, these initiatives strengthen Vista Group’s competitive position as the industry enters an
increasingly AI‑enabled era.
Expanding growth levers: Vista Payments has now launched
In addition to core platform growth, Vista Group continued building out its strategic adjacencies. Vista Payments, the
company’s integrated payments solution processed its first transaction in January 2026, with four pilot clients signed
to the solution.
Dickinson said: “Vista Payments is already resonating strongly with the market with the first two pilot clients now
transacting. This early traction reinforces our optimism for this solution."

2 VISTA GROUP INTERNATIONAL LTD, SHED 12, CITY WORKS DEPOT, 90 WELLESLEY STREET WEST, AUCKLAND 1010, NZ

Financial overview
To underscore Vista Group’s strong financial performance, key metrics for the 2025 financial year include:
• Total revenue of $164.3m (up 10% on FY24), with Recurring Revenue of $147.2m (up 9% on FY24) and SaaS
Revenue of $69.7m (up 25% on FY24)
• ARR of $163.0m (up 12% on 31 December 2024)
• EBITDA of $28.2m (up 31% on FY24), with EBITDA margin of 17.2% up from 14.4% at FY24
• A return to profit after tax of $2.6m
• Operating cashflow of $27.8m (up 65% on FY24).
Outlook
• 2026 total revenue guidance of $176m-$182m, reflecting 10-13% growth on a constant currency basis
• 2026 EBITDA margin of 18-20%.
Operational overview
• Demonstrable cloud momentum with 1,557 sites live on the Vista Cloud Platform, representing 35% of total
Enterprise Client sites, or 16% now completed their journey to Operational Excellence
• Growth levers are being added to Vista Group with Vista Payments now operational with four pilot clients
• ~US$3.3b of Annualised GTV processed through the Vista Cloud Platform in 4Q25.
Industry overview
• The film industry continues to grow, with four movies grossing greater than US$1b, and the Worldwide Box
Office up 12% on FY24
• Industry forecasting analysts project a 2026 Domestic Box Office of approximately US$9.9b, up ~14% on 2025,
supported by a movie slate which includes seven movie franchises that previously grossed greater than US$1b
worldwide.
Vista Group’s results
Vista Group delivered all-time record revenue of $164.3m in FY25, a 10% increase on FY24. This growth was
underpinned by a 9% uplift in Recurring Revenue to $147.2m and a 25% increase in SaaS Revenue to $69.7m as
clients transitioned to cloud solutions. ARR reached $163.0m, up 12% year-on-year, reflecting strong ongoing
subscription growth.
Earnings improved significantly, with EBITDA rising 31% to $28.2m (FY24: $21.6m) and EBITDA margin expanding to
17.2% (up from 14.4% last year). This margin expansion, combined with disciplined cost control, led to a return to
net profit after tax of $2.6m, compared to a small loss in the prior year.
Operating cash flow was $27.8m, up 65% on FY24, underscoring improved cash generation from the business.
Notably, Vista Group achieved these results while also investing an additional $8.5m during the year to accelerate
delivery and technology capabilities, ending FY25 with a year-end net cash position of $0.7m, only marginally below
that of FY24.
Alongside its financial performance, Vista Payments continues to make significant operational progress, with four
pilot clients contracted, two already transacting on the solution, and further go‑lives scheduled for 2026.

3 VISTA GROUP INTERNATIONAL LTD, SHED 12, CITY WORKS DEPOT, 90 WELLESLEY STREET WEST, AUCKLAND 1010, NZ

Segmental results
Cinema segment: which accounts for approximately 80% of Vista Group’s revenue, reported total revenue of
$130.6m, up 9% on FY24. Within this segment, maintenance revenues reduced 3% as clients converted to Vista
Cloud, enabling Recurring and SaaS Revenues to increase by 9% and 29% respectively. The segment’s Contribution
Margin increased to $44.5m (up 11% on FY24) which represents 34% of its total revenue (FY24: 34%).
Key client signings during the year included ODEON Cinemas Group, Kinepolis Group and Village Cinemas Australia –
cumulatively adding 445 sites.
Film segment: which accounts for approximately 20% of Vista Group’s revenue, reported total revenue of $33.7m,
up 12% on FY24. Within this segment, both Recurring Revenue and SaaS Revenue rose by 11%. The segment’s
Contribution Margin also saw strong growth, up 19% to $14.3m.
Vista Group’s Powster creative studio business, which had previously been impacted by content delays stemming
from the 2023 writers’ and actors’ strikes, experienced a notable rebound with revenue up 29% on FY24. Meanwhile,
Vista Group’s box office reporting and film distribution products – including Maccs, Numero, and Movio Research –
continued to perform well, with Recurring Revenue increasing 8% year-on-year. This growth was primarily driven by
the ongoing geographic expansion of the Numero platform.
Guidance

Vista Group’s 2026 guidance is based on a number of assumptions, including box office performance, foreign
exchange, and the timing of key client signings and transitions. Guidance assumes there are no material adverse
macro-economic and/or market condition impacts, and there are no major accounting adjustments, other unforeseen
circumstances, or future acquisitions or divestments.
Glossary of terms

Annualised GTV – Management’s estimate of the annualised GTV processed through Operational Excellence, Digital Enablement and Moviegoer Engagement in
4Q25 using data from Vista Group’s Horizon data warehouse solution. To normalise for box office seasonality, the fourth quarter GTV is assumed to be 25.3% of
FY25 GTV, which is based on a proportion of the FY25 Domestic Box Office (4Q25 and FY25 Actuals: US$2.2b and US$8.7b, respectively per Box Office Mojo).
ARR – Annualised Recurring Revenue, which is a non-GAAP measure calculated as trailing 3 month Recurring Revenue multiplied by four.
Contribution Margin – a non-GAAP measure which is calculated as total revenue, less cost to serve, sales & marketing costs, and R&D costs.
Recurring Revenue, Non-Recurring Revenue, SaaS Revenue, Contribution Margin, EBITDA, and Free Cash Flow – each of these non-GAAP financial measures are
defined in section 1.2 of the 2025 Financial Statements.
Enterprise Client – Cinema Exhibition Companies with 20+ screens. Enterprise client sites are recognised from the date that the production environment is
available for use.
Enterprise Market Share – Management’s estimate of the Cinema segment percentage of the world market for Cinema Exhibition Companies with 20+ screens,
excluding Russia, India and China at 31 December 2025.
Operational Excellence – The final Vista Cloud capability, marking the completion of an exhibitor’s cloud journey.
Digital Solutions – Vista Cloud capabilities representing digital solutions, including sales channels and marketing. These capabilities are marketed to clients as
Digital Enablement and Moviegoer Engagement.
Vista Cloud Platform – An aggregation of all clients using a Vista Cloud capability, including Digital Enablement, Moviegoer Engagement or Operational
Excellence.
Box Office Sources – Box Office Mojo and Gower Street Analytics.

ENDS
For further information please contact:

4 VISTA GROUP INTERNATIONAL LTD, SHED 12, CITY WORKS DEPOT, 90 WELLESLEY STREET WEST, AUCKLAND 1010, NZ

Media Contact:
Kate Ford
Senior Communications Manager
kate.ford@vista.co
020 4770 771

About Vista Group

Vista Group International Ltd (Vista Group) is a public company, founded in New Zealand in 1996 and listed on both
the New Zealand and Australian stock exchanges in 2014 (NZX & ASX: VGL).
Vista Group runs the mission‑critical commerce and operations infrastructure for cinema and film distribution. Its
deeply embedded software and payments workflows power ticketing, scheduling, concessions, and guest
experience at scale across the world’s leading exhibitors and distributors.
With brands including Vista, Veezi, Movio, Numero, Maccs, Flicks and Powster, Vista Group’s expertise covers
cinema management software; loyalty, moviegoer engagement and marketing; film distribution software; box office
reporting; creative studio solutions; and the Flicks movie, cinema and streaming website and app.

---

VISTA GROUP INTERNATIONAL LTD, SHED 12, CITY WORKS DEPOT, 90 WELLESLEY STREET WEST, AUCKLAND 1010, NZ
Vista Group International Limited
Results Announcement

Results for announcement to the market
Name of issuer Vista Group International Limited (NZX & ASX: VGL)
Reporting Period 12 months to 31 December 2025
Previous Reporting Period 12 months to 31 December 2024
Currency New Zealand Dollars
Amount (000s) Percentage change
Revenue from continuing
operations
$164,300 9.5%
Total Revenue $164,300 9.5%
Net profit/(loss) from
continuing operations
$2,600 533.3%
Total net profit/(loss) $2,600 533.3%
Final Dividend
Amount per Quoted Equity
Security
No final dividend will be paid
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
($0.00879270) $0.00673185
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
This announcement should be read in conjunction with the 2025
Annual Report that accompanies this announcement.
Authority for this announcement
Name of person authorised
to make this announcement
Matt Thompson – Chief Financial Officer
Contact person for this
announcement
Matt Thompson – Chief Financial Officer
Contact phone number 09 984 4570
Contact email address matt.thompson@vista.co
Date of release through MAP 27 February 2026

Audited financial statements accompany this announcement.

SPH Notice - Perpetual Limited and subsidiaries FY2025 Result Presentation Recording & Transcript

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.