VGL: Change in substantial holding from WBC

Form 604 Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder

To Company Name/Scheme VISTA GROUP INTERNATIONAL LIMITED (VGL)

ACN/ARSN ARBN 600 417 203

1. Details of substantial holder(1)

   Name WESTPAC BANKING CORPORATION (WBC) and its associated entities

   listed in Annexure 'B'

   ACN/ARSN (if applicable) ACN 007 457 141

   There was a change in the interests of the

   substantial holder on 24/05/2016

   The previous notice was given to the company on 19/05/2015

   The previous notice was dated 17/05/2015

2. Previous and present voting power

   The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice in the company or scheme, are as follows:

   Class of securities (4)	Previous Notice		Present Notice
   	Person's votes	Voting Power (5)	Person's votes	Voting Power (5)
   ORDINARY SHARES	5,821,082	7.25%	7,270,277	9.05%

3. Changes in relevant interests

   Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

   Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
   24/05/2015	WBC & its Associates, BT Funds Management Limited, BT Investment Management (Fund Services) Limited, BT Funds Management (NZ) Limited	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'

4. Present relevant interests

   Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and Number of securities	Person's votes
   BT Funds Management Limited	HSBC Custody Nominees (Australia) Limited.	HSBC Custody Nominees (Australia) Limited.	BT Funds Management Limited is the manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.	1,469,795 Ordinary	1,469,795
   BT Investment Management (Fund Services) Limited	HSBC Custody Nominees (Australia) Limited.	HSBC Custody Nominees (Australia) Limited.	BT Investment Management (Fund Services) Limited is the responsible entity of various managed investment schemes and, in that capacity, can exercise the power to vote or dispose of the shares.	1,706,757 Ordinary	1,706,757
   BT Funds Management (NZ) Limited	Guardian Nominees No. 2 Limited BTNZ Unit Trusts Nominees Limited	Guardian Nominees No. 2 Limited BTNZ Unit Trusts Nominees Limited	BT Funds Management (NZ) Limited is the manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.	4,093,725 Ordinary	4,093,725

5. Changes in association

   The persons who have become associates (2) of, or ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

   Name and ACN/ARSN (if applicable)	Nature of association

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Westpac Banking Corporation (WBC)	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
BT Funds Management (NZ) Limited	Westpac On Takutai Square 16 Takutai Square Auckland 1010 New Zealand
BT Funds Management Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
BT Investment Management (Fund Services) Limited	Level 14, Chifley Tower, 2 Chifley Sydney, Sydney NSW 2000
VISTA GROUP INTERNATIONAL LIMITED (VGL)	The Company Secretary VISTA GROUP INTERNATIONAL LIMITED (VGL) Level 3, 60 Khyber Pass Rd Newton New Zealand 1023 Tel: +64 9 984 4570

Signature

Print name Tim Hartin Capacity Company Secretary

Sign here Date 26/05/2016

DIRECTIONS

1. If there are a number of substantial holders with similar or related relevant interests (e.g. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

2. See the definition of "associate" in section 9 of the Corporations Act 2001.

3. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

4. The voting shares of a company constitute one class unless divided into separate classes.

5. The person's votes divided by the total votes in the body corporate scheme multiplied by 100.

6. Include details of:

7. any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

8. any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

   See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

9. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

10. If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write "unknown".

11. Give details, if appropriate, of the present association and any changes in that association since the last substantial holding notice.