Metro Performance Glass logo

2018 Notice of Annual Meeting and Proxy Form

AGM23 July 2018MPGReal Estate

METRO PERFORMANCE GLASS 
 

 

 

NZX.MPG, ASX.MPP                                                            24 July 2018 

  

 

2018 Notice of Annual Meeting and Proxy Form 

 

Metro Performance Glass Limited has provided a copy of its 2018 Notice of Annual Shareholders’ 

Meeting which will be held at Ellerslie Events Centre, Pakuranga Hunt Room, 80 Ascot Avenue, 

Auckland on Friday 24 August 2018 commencing at 10:00am (NZST). 

The attached Notice of Meeting and Proxy Form are being mailed

 to shareholders today. An electronic 

copy of these documents will also be available on the company’s website:  

http://www.metroglass.co.nz/investor‐centre/market‐announcements/  

 

For further information please contact: 

Andrew Paterson 

Company Secretary 

(+64) 027 403 4323 

andrew.paterson@metroglass.co.nz

---

NOTICE OF 2018 ANNUAL MEETING
1 Metro Performance Glass Limited ARBN 600 486 646, a company incorporated in New Zealand under the Companies Act 1993 (NZ).

BUSINESS AND AGENDA OF THE MEETING

• CHAIR’S ADDRESS

• CHIEF lNANCIAL OFlCER’S ADDRESS

• GENERAL BUSINESS AND SHAREHOLDER QUESTIONS

Consideration of any shareholder questions submitted prior to the Annual Meeting (to the extent these questions have not

already been addressed in the Chair or Chief Financial Officer’s addresses) and shareholder questions raised at the meeting.

• ORDINARY RESOLUTIONS

The business of the meeting is to consider and, if thought appropriate, pass the following ordinary resolutions (which require

a simple majority of the votes of those shareholders entitled to vote and voting):

1. That the Board be authorised to fix the fees and expenses of PwC as Auditor for the ensuing year.

2. That Gordon Buswell, who retires by rotation and is eligible for re-election, be elected as a Director of Metro Performance

Glass Limited.

3. That Russell Chenu, who retires by rotation and is eligible for re-election, be elected as a Director of Metro Performance

Glass Limited.

4. That Rhys Jones (appointed by the Board as a Director effective 1 April 2018), who retires and is eligible for election, be

elected as a Director of Metro Performance Glass Limited.

Further information relating to these resolutions is set out in the Explanatory Notes accompanying this Notice of Meeting.

Please read and consider the resolutions together with the notes.

On behalf of the Board

ANDREW PATERSON

COMPANY SECRETARY, 24 JULY 2018

DEAR SHAREHOLDER

We invite you to join us for the Annual Meeting of Shareholders of Metro Performance Glass Limited

1


(the Company), to be held at:

LOCATION:

Ellerslie Events Centre, Pakuranga Hunt Room, 80 Ascot Avenue, Auckland

DATE AND TIME:

Friday 24 August 2018 at 10:00am (NZST)

LOCATION AND PARKING
The Meeting will be held in the Pakuranga Hunt Room at Ellerslie Events Centre, 80 Ascot Avenue, Auckland. The Pakuranga Hunt Room

is located on level two of the Ellerslie Stand. Public parking is available free of charge at the venue, with the best options shown in

yellow on the map below.

INFIELD

ASCOT

STAND

ELLERSLIE

STAND

STABLES

EVENT CENTRE

GUEST PARKING

EVENT

CENTRE

GUEST

PARKING

PEDESTRIAN

UNDERPASS

MITCHELSON ST

PARADE

RING

ADMIN

OFFICE

GATE 7

GATE 6

FINISH

LINE

CHAMPAGNE LAWN

BIRDCAGE

NEWMARKET LAWN

RACE TRACK

EXPLANATORY NOTES

ORDINARY RESOLUTIONS

The business of the Meeting is to vote on the ordinary resolutions

as set out in this Notice of Meeting. An ordinary resolution is

a resolution that must be passed by a simple majority of the

votes of those shareholders entitled to vote and voting on

the resolutions.

ORDINARY RESOLUTION 1: AUDITOR FEES AND EXPENSES

PwC are currently Metro Performance Glass Limited’s auditors and

will be automatically reappointed under the Companies Act 1993.

Under the Companies Act, auditor fees and expenses must be fixed

in the manner determined at the Annual Meeting. Shareholder

approval is, therefore, sought to authorise the Board to fix the

fees and expenses of PwC as auditor.

ORDINARY RESOLUTIONS 2, 3 AND 4: ELECTION OF DIRECTORS

Under Listing Rule 3.3.11 of the NZX Main Board Listing Rules, and

in accordance with the Company’s Constitution, one third of the

Company’s Directors (or, if their number is not a multiple of three,

then the number nearest to one third) must retire from office at

the Annual Shareholders’ Meeting, but those Directors are eligible

for re-election at that meeting.

Gordon Buswell and Russell Chenu, being the Directors who have

been longest in office since they were last appointed, retire by

rotation, and each of Gordon Buswell and Russell Chenu, being

eligible, offer themselves for re-election.

Rhys Jones was appointed as a Director by the Board during the

year and accordingly retires from office. Rhys Jones, being eligible,

offers himself for election.

All directors standing for election do so with the support of

the Board and are considered by the Board to be independent

Directors. Biographical backgrounds of each of the three directors

are set out on the following page.

Additional information on

getting to the venue and

parking is available at the

website links below:

GETTING TO THE VENUE:

www.eventcentre.ellerslie.

co.nz/getting-to-ellerslie-

event-centre

FREE ON-SITE PARKING:

www.eventcentre.ellerslie.

co.nz/parking

Pakuranga Hunt Room,

Level Two, Ellerslie Stand

GORDON BUSWELL
INDEPENDENT, NON-

EXECUTIVE DIRECTOR

MEMBER OF THE PEOPLE AND

CULTURE COMMITTEE

Gordon has more than 25 years’

experience in the building

and construction industry.

He currently holds a number

of industry-associated

directorships, including the

Building Industry Federation,

Platinum Homes Limited,

Construction Strategy Group

and the Registered Master

Builders Association of

New Zealand. He is also a

Chartered member of the

New Zealand Institute of

Directors.

Prior to moving into

governance roles, Gordon was

the Chief Executive Officer of

Independent Timber Merchants

(ITM) for 13 years and also

spent 12 years with Carter

Holt Harvey.

Gordon holds a Bachelor of

Commerce from the University

of Auckland.

RUSSELL CHENU

INDEPENDENT, NON-

EXECUTIVE DIRECTOR

MEMBER OF THE AUDIT AND

RISK COMMITTEE

Russell has significant

experience in the corporate

sector with more than 23 years

in senior management roles.

He has considerable expertise

in senior finance related roles,

including with building

products companies.

Russell is currently an

independent director and the

Chair of the Audit and Risk

Committee of ASX-listed

businesses CIMIC Group

Limited and Reliance Worldwide

Corporation Limited. He is also

a director of James Hardie

Industries plc, following a

23-year career with the

company, holding various

management and executive

positions in a number of

countries, including most

recently serving as group Chief

Financial Officer from 2004 to

2013.

Before this role, Russell served

as Chief Financial Officer for

several ASX-listed companies

(TAB, Delta Gold, Australian

National Industries and

Pancontinental Mining) and

Mighty River Power. He was

also previously Treasurer of

Pioneer International.

Russell has a Bachelor of

Commerce from The University

of Melbourne, an MBA from

Macquarie Graduate School of

Management and is a Member

of the Society of Certified

Practising Accountants

(Australia).

RHYS JONES

INDEPENDENT, NON-

EXECUTIVE DIRECTOR

MEMBER OF THE PEOPLE AND

CULTURE COMMITTEE

Rhys has had a thirty year

career working in the

Australasian building material

and packaging industries. Rhys

is currently the Executive

Director and Chair of the

Executive Board of Vulcan

Steel Limited, a large privately

owned Trans-Tasman steel

distributor with over thirty

business units across

Australasia. He is also a

director of Tru Test

Corporation Limited.

Prior to joining Vulcan Steel in

2006, he has held senior roles

in particular with Carter Holt

Harvey Ltd and Fletcher

Challenge, including Chief

Operating Officer of the Pulp,

Paper, and Packaging business

of Carter Holt Harvey.

Rhys holds a Master of

Business Studies from

Massey University and a

Bachelor of Science from the

Victoria University.

You can complete the enclosed Voting Form and return it in
accordance with the instruction on the Voting Form, so that in

each case, your vote is received by Link Market Services Limited

no later than 10:00am (NZST) on Wednesday, 22 August 2018.

Shareholders can elect to lodge their proxy appointment or postal

vote online at vote.linkmarketservices.com/MPG. Shareholders

can either visit the website or use the QR code printed on the

Voting Form. To vote online you will be required to enter your

CSN/Holder Number lN (New Zealand Register) or Holder Number

and Postcode (Australian Register) To cast a postal vote or

appoint a proxy, select your preferred voting method and follow

the prompts online.

You may appoint the Chair of the Meeting as your proxy if you wish.

If you select a proxy to vote on your behalf (including the Chair of

the Meeting), and you confer on the proxy a discretion on the

Voting Form, you acknowledge that the proxy may exercise your

right to vote at his or her discretion and may vote as he or she

thinks fit or abstain from voting.

REFRESHMENTS

After the formal part of the Meeting has concluded, Metro

Performance Glass invites you to join members of the Board and

Management for light refreshments.

SHAREHOLDER QUESTIONS

Shareholders may submit written questions to be considered at

the Annual Meeting. Written questions can be submitted online at

vote.linkmarketservices.com/MPG or by using the Voting Form. The

Company reserves the right not to address any questions that it is

not required to address or, in the Board’s opinion are not

reasonable to address in the context of an Annual Meeting.

PROCEDURAL NOTES

Voting entitlements for the Meeting will be determined as at

7:00pm (NZST) on Wednesday, 22 August 2018. Registered

shareholders at that time will be the only persons entitled to vote

at the Meeting and only the shares registered in those

shareholders’ names at that time may be voted at the Meeting.

It is anticipated that each resolution will be voted on by way of a

poll. Results of the voting will be available after the conclusion of

the meeting, and will be notified on the New Zealand and Australian

stock exchanges.

HOW TO CAST YOUR VOTE

The 2018 Annual Meeting Admission Card, Proxy or Postal Voting

Form (Voting Form) included with this Notice of Meeting allows you,

or your proxy, to vote either for or against, or abstain from, each

of the resolutions. You may cast your vote in one of two ways:

1. Attend the annual meeting in person and vote; or

2. Proxy appointment or Postal vote.

METROGLASS.CO.NZ

---

METRO PERFORMANCE GLASS LIMITED
ANNUAL MEETING

2018 ADMISSION CARD, PROXY OR POSTAL VOTING FORM

The Metro Performance Glass Limited Annual Meeting will be held on

Friday, 24 August 2018 at 10.00am (NZST) at the Ellerslie Events

Centre, Pakuranga Hunt Room, 80 Ascot Avenue, Auckland,

New Zealand.

For your postal vote or proxy to be effective it must be lodged with

Link Market Services by no later than 10.00am, Wednesday 22 August

2018 (NZST).

NOTES

ATTENDING THE MEETING

1. If you propose to ATTEND the Annual Meeting please bring this

Proxy Form to the meeting to assist with your registration. All

shareholders must register with Link Market Services prior to

entering the meeting room.

POSTAL VOTE

2. If you will not attend the Annual Meeting, you may vote by postal

vote. Your postal vote may be completed online, mailed, delivered,

faxed or scanned and emailed in accordance with the instructions

above. Link Market Services Limited has been authorised by the

Board to receive and count postal votes at the meeting. If you

submit a postal vote without indicating on any resolution how you

wish to vote, you will be deemed to have abstained from voting on

that resolution.

3. If you submit a postal vote section and also appoint a proxy, your

postal vote will take priority over your proxy appointment.

PROXY APPOINTMENT

4. If you are a shareholder entitled to attend and vote at the

Annual Meeting you are entitled to appoint a proxy or, in the case

of a corporate shareholder, a representative to attend and vote

instead of you. This Proxy Form may be completed online, mailed,

delivered, faxed or scanned and emailed in accordance with the

instructions above.

A proxy can be any person of your choice and does not have to be a

shareholder of Metro Performance Glass. If you wish you can

appoint the Chair of the Meeting as your proxy.

5. If you tick the box “discretion” on any resolution, you are directing

your proxy or representative to decide how to vote on that

resolution on your behalf. If you tick the “abstain” box on any

resolution, you are directing your proxy or representative not to

vote on that resolution. If you submit a Proxy Form without a

direction as to how to vote on any resolution, or if you tick more

than one box in relation to any resolution, the vote on that

resolution will be treated as “discretion” and your proxy will exercise

his/her discretion as to whether to vote and, if so, how.

The Chair of the meeting and the directors of Metro Performance

Glass Limited intend to vote all discretionary proxies, for which they

have authority to vote, in favour of the resolutions.

6. If you return this Proxy Form without appointing a proxy, you will be

deemed to have cast your vote by Postal Vote.

7. This Proxy Form must be signed by you or your attorney, duly

authorised in writing. In the case of a joint shareholding, this proxy

must be signed by at least one of the joint shareholders (or their

duly authorised attorney) on behalf of all joint shareholders. If joint

shareholders appoint different voting proxies, the proxy appointed

by the shareholder named first in the share register will be counted.

In the case of a corporate shareholder, this Proxy Form must be

signed by a director or a duly authorised officer acting under the

express or implied authority of the corporate shareholder, or an

attorney duly authorised by the corporate shareholder.

8. If the proxy is signed under a power of attorney, a certificate

of non -revocation must be completed and a copy of the power

of attorney provided to Link Market Services Limited, unless it

is has already been noted by the Company or Link Market Ser-

vices Limited.

GENERAL

9. This Postal/ Proxy Form and the power of attorney or other

authority, if any, under which it is signed, or a copy of that power or

authority certified by a Solicitor, Justice of the Peace or Notary

Public must be lodged with Link Market Services Limited by no later

than 10.00am, Wednesday 22 August 2018 (NZST) (being 48 hours

prior to the meeting), in accordance with the instructions above.

Go online to vote.linkmarketservices.com/MPG to appoint your proxy,

or turn over to complete the form

LODGE YOUR PROXY/POSTAL VOTE:

Online:

vote.linkmarketservices.com/MPG

Scan & email:

meetings@linkmarketservices.com

(Please use “MPG Proxy Form” as the subject

for easy identification).


Fax:

+64 9 375 5990

Mail:

Use the enclosed reply paid

envelope or address to:

Link Market Services

PO Box 91976, Auckland 1142,

New Zealand.

By hand:

Link Market Services

Limited, Level 11,

Deloitte Centre

80 Queen Street,

Auckland, New Zealand.

Scan this QR code with your

smartphone and vote online

General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com

SECTION 1: VOTE BY POSTAL VOTE OR APPOINT A PROXY
POSTAL VOTE

I wish to vote by postal vote (please tick the box).

OR APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder(s) of Metro Performance Glass Limited:

Hereby appoint

Or failing that person

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Metro Performance Glass Limited to be held at 10:00am on

Friday 24 August 2018 (NZST), or at any adjournment of that meeting. If you wish, you may appoint the Chairperson of the Meeting as your

proxy by entering “Chair of the Meeting” in the box above.

SECTION 2: VOTING INSTRUCTIONS

This form is to be used to vote as follows on the following resolutions: TICK (✔) IN BOX TO RECORD YOUR VOTE

ORDINARY RESOLUTIONSFORAGAINSTABSTAINDISCRETION

1. That the Board be authorised to fix the fees and expenses of PwC as

Auditor for the ensuing year.

2. That Gordon Buswell, who retires by rotation and is eligible for

re-election, be elected as a Director of Metro Performance Glass

Limited.

3. That Russell Chenu, who retires by rotation and is eligible for re-

election, be elected as a Director of Metro Performance Glass Limited.

4. That Rhys Jones (appointed by the Board as a Director effective 1

April 2018), who retires and is eligible for election, be elected as a

Director of Metro Performance Glass Limited.

Unless otherwise instructed above, a proxy may vote as he/she thinks fit or abstain from voting on any resolutions to amend any of the

resolutions, on any resolution so amended, and on any resolution proposed at the meeting (or any adjournment thereof). The proxy is

appointed only in respect of the above meeting or any adjournment thereof.

SECTION 3: QUESTIONS

Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend the Annual

Meeting but would like to ask a question you can submit a question online by going to vote.linkmarketservices.com/MPG and completing the

online validation process OR complete the question section below and return to Link Market Services in the reply paid envelope enclosed.

Questions will need to be submitted by Monday 20 August 2018.

Question:

SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed

Shareholder/Authorised SignatoryShareholder/Authorised SignatoryShareholder/Authorised Signatory

Contact name Contact Telephone Date

Email

If you received the Notice of Meeting & Voting Form by mail

and wish to receive your future investor communications by

email please provide your email address above.

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.

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