2018 Notice of Annual Meeting and Proxy Form
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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