Vista Group receives request for special meeting

Vista Group receives request for special meeting of shareholders

The Board of Vista Group International Limited (NZX & ASX: VGL) advises that yesterday evening it received a letter from Admetus Capital Limited (Potentia) requesting that the Board call a special meeting of shareholders. The meeting is to vote on:

a. the removal of two existing directors, Vista Group’s Chair of the Board and the Board’s founding global film industry expert; and

b. the appointment of two Potentia nominated directors, an executive of Potentia, Amitesh Chand, and the current Chair of MYOB, DroneShield and Macquarie Technology Group, Peter James.

Potentia initially contacted the Board on 26 June 2024 requesting that the Board exercise its power to appoint three directors to Vista Group’s Board, namely Potentia executives, Andrew Gray and Amitesh Chand, and an unnamed independent director - taking the total number of directors to nine.

The Board undertook a process to evaluate Potentia’s proposed director appointments (Potentia’s proposal) in a manner that was intended to be fair to Potentia and in the best interests of all of Vista Group’s shareholders. An important part of that process included the Board meeting with the New Zealand Shareholders Association, and also with Vista Group’s largest institutional shareholders and Vista Group’s founder shareholders, together representing more than 50% of the total ordinary shares on issue, to seek feedback on Potentia’s proposal.

The feedback to the Board was that there was no shareholder support for Potentia’s proposal, and this was communicated to Potentia. At the same time, the Board invited Potentia to propose independent director candidates for inclusion in Vista Group’s established Board succession process. An offer was also made for Potentia to enter into appropriate undertakings in the interests of Vista Group’s other shareholders so that the Board could work with Potentia to the benefit of all shareholders.

On 1 September 2024, the Board received a further proposal from Potentia (Potentia’s second proposal), this time requesting that the Board appoint Potentia executive, Amitesh Chand, as a director, and appoint Potentia executive, Andrew Gray, as Amitesh Chand’s alternate director. No request for an independent director was included in Potentia’s second proposal. Potentia also advised that it did not consider the Board proposed undertakings necessary for the protection of the interests of Vista Group’s other shareholders.

Through its engagement with shareholders, the Board concluded that there was insufficient shareholder support for Potentia’s second proposal. This was communicated to Potentia and the Board reiterated the suggestion of Potentia nominating appropriate independent director candidates. The Board also invited Potentia to attend a Board meeting to find a way for Potentia to contribute to Vista Group’s ongoing success. The Board did not receive a response to the substantive matters raised in that letter.

The date of the special meeting and notice of special meeting, including the Board’s recommendations to shareholders on the resolutions, will be provided to shareholders in due course. The Board of Vista Group remains committed to acting in the best interests of all shareholders.

The content provided by Potentia for inclusion in the proposed notice of special meeting accompanies this announcement.

Authorised for release by Vista Group’s Board of Directors.

For further information please contact:

Stuart Dickinson
Chief Executive Officer
Vista Group International Limited
Contact: +64 9 984 4570

About Vista Group

Vista Group International Limited is a global leader in providing technology solutions to the international film industry. 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.

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