VGL – Notification of Allotment of Shares

MARKET ANNOUNCEMENT 3 April 2017, Vista Group International Ltd, Auckland, New Zealand NOTIFICATION OF ALLOTMENT For the purposes of Listing Rule 7.12.1 Vista Group International Limited (Vista) (NZX and ASX: VGL) advises that the following securities have been issued in relation to satisfaction of the second deferred consideration on Vista's acquisition of Virtual Concepts Limited (details of the relevant issues under a) below) and the final deferred consideration on Vista's acquisition of 50 percent of Powster Limited (details of the relevant issue under b) below): (a) Class of security: a) and b): Ordinary shares ISIN: NZVGLE0001S5 (b) Number issued: a): 144,901 ordinary shares b): 75,534 ordinary shares (c) Nominal value: a) and b): $5.598 per ordinary share Issue price: Not applicable (d) Payment in cash: a) and b): No (e) Amount paid up (if not in full): Not applicable (f) Principal terms: Not applicable (g) Percentage of class of securities: a): 0.177% of the total ordinary shares on issue b): 0.092% of the total ordinary shares on issue (h) Reason for issue: a): 144,901 issued in settlement of 70% of the value of the second deferred consideration payment due on the acquisition of Virtual Concepts Limited. b): 75,534 issued in settlement of 18% of the final deferred consideration payment on the acquisition of 50% of Powster Limited (i) Authority for issue: a) and b): Directors' resolution dated 31 March 2017 (j) Terms of issue: a) Voluntary escrow: 50% of the shares (72,451) may not be sold, transferred, assigned, charged or otherwise disposed of for the period from the date of issue until the later of 1 April 2018 and the first trading day after the date on which Vista releases to NZX and ASX its preliminary announcement of Vista's audited financial results in respect of the financial year ending 31 December 2017. The remaining 50% of the shares (72,450) are not subject to any escrow terms. (b) these shares have no trading restrictions and rank pari passu with existing ordinary shares. (k) Number of securities in existence after issue: a) and b): 82,160,728 (l) Treasury stock: Not applicable (m) Date of issue: a) and b): 31 March 2017 Brian Cadzow Director - Commercial & Legal ENDS Brian J Cadzow Director - Commercial & Legal Vista Group International Ltd Email: brian.cadzow@vista.co Contact: +64 9 984 4570 End CA:00299285 For:VGL Type:ALLOT Time:2017-04-03 11:51:34