Vista Group International Ltd · NZX:VGL
Vista Group International — Proxy Contest (October 2024)
15 slides from Vista Group International's proxy contest presentation, Oct 29, 2024
Slide 1: Proxy Advisor Presentation
MARKET ANNOUNCEMENT 29 October 2024, Vista Group International Ltd, Auckland, New Zealand Proxy Advisor Presentation Vista Group International Limited (NZX & ASX:VGL) provides the attached presentation that has been provided to proxy advisors. For personal use only For further information please con
Slide 2: VGL Special Meeting – Governance Briefing October 2024
For personal use only Vista Group International Limited (NZX/ASX: VGL) VGL Special Meeting – Governance Briefing October 2024 Vista Group International Limited. Page 1
Slide 3: Executive Summary
The Board does not support any of Resolutions 1, 2 and 3 and has recommended that shareholders vote AGAINST each of them.1 The Board does not consider the appointment of Amitesh Chand (as a non-executive director), the removal of Susan Peterson (as independent director/Chair) or of Kirk Senior (as a
Slide 4: Executive Summary continued
The Board does not support any of Resolutions 1, 2 and 3 and has recommended that shareholders vote AGAINST each of them.1 For personal use only Executive Summary continued.. 3. While Mr Chand is clearly a talented executive, his proposed appointment, is not supported by the Board because: • his app
Slide 5: Potentia has requisitioned a Special Meeting to remove Board Chair and Kirk Senior
Potentia has requisitioned a Special Meeting to remove Board Chair Susan Peterson and global cinema industry expert Kirk Senior and replace them with Potentia executive Amitesh Chand. For personal use only On 30 September 2024, Potentia provided a formal notice requiring the Board to call a Special
Slide 6: 1: Appointment as a director
Resolution 1: Appointment of Amitesh Chand as a director Nomination of Potentia executive (Amitesh Chand) outside established Board succession process. For personal use only While Mr Chand is clearly a talented executive, his proposed appointment, is not supported by the Board because: • his appoint
Slide 7: The Board has well functioning succession process
Resolution 1: Appointment of Amitesh Chand as a director The Board has well functioning succession process that continues to be the appropriate pathway to refresh the Board. For personal use only The Board’s succession process is designed around … and has a track record of success and effective best
Slide 8: Current Vista Group Board is well balanced and is clear on succession areas
Resolution 1: Appointment of Amitesh Chand as a Director Current Vista Group Board is well balanced and is clear on succession areas 1 Cris Kirk James Susan Murray Claudia For personal use only Nicolli Senior Miller Peterson Holdaway Batten Capability Overview Software, Cloud, Online and Operating P
Slide 9: Potentia offered Board skills matrix is incomplete
Resolution 1: Appointment of Amitesh Chand as a Director Potentia offered Board skills matrix is incomplete and contrasts Potentia to individual directors For personal use only Potentia has offered to shareholders a view of a Board skills matrix and their corporate value that: •1 Is not reflective o
Slide 10: 2: Removal of Susan Peterson as a director
Resolution 2: Removal of Susan Peterson as a director Potentia’s proposal to remove the Board chair For personal use only The proposed removal of Susan Peterson as a director and chair is not supported by the Board 1 because; Vista Group’s shareholders • there is no cause for removal given the perfo
Slide 11: Vista Group performance of the company since Susan's appointment as chair
Resolution 2: Removal of Susan Peterson as a director Vista Group performance of the company since Susan’s appointment as chair For personal use only At the Annual Shareholders’ Meeting in May 2024, when Susan stood for re-election, a summary was provided of Vista Group performance during her tenure
Slide 12: 3: Removal of Kirk Senior as a director
Resolution 3: Removal of Kirk Senior as a director Potentia’s proposal to remove the Board’s global cinema industry expert For personal use only The proposed removal of Kirk Senior as a director is not supported by the Board 1 because; • there is no cause for removal given the performance of the com
Slide 13: Appendix Information
Appendix Information For personal use only Vista Group International Limited. Page 12
Slide 14: Appendix: Biographies
Appendix: Biography's Susan Peterson and Kirk Senior Bios For personal use only Susan Peterson (BCom, LLB, FNZID) Susan is an experienced business leader with a particular interest in helping companies to drive growth through technology, innovation and organisational culture. Susan has been a direct
Slide 15: For personal use only
For personal use only Vista Group International Limited. Page 15
Vista Group International — Proxy Contest (October 2024) on 6ix