Notice of Annual Shareholders Meeting and Proxy Form

METRO PERFORMANCE GLASS



NZX.MPG, ASX.MPP 20 June 2019


2019 Notice of Annual Meeting and Proxy Form

Metro Performance Glass Limited has provided a copy of its 2019 Notice of Annual Shareholders’
Meeting which will be held at Ellerslie Events Centre, Pakuranga Hunt Room, 80 Ascot Avenue,
Auckland on Friday 26 July 2019 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

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NOTICE OF 2019 ANNUAL MEETING
BUSINESS AND AGENDA OF THE MEETING
• CHAIR’S ADDRESS
• CHIEF EXECUTIVE OFFICER’S ADDRESS
• GENERAL BUSINESS AND SHAREHOLDER QUESTIONS
Consideration of any shareholder questions submitted prior to the Meeting (to the extent these questions have not already
been addressed in the Chair or Chief Executive Officer’s addresses) and shareholder questions raised at the Meeting.
• 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 Angela Bull be elected as a Director of the Company.
3. That Peter Griffiths be elected as a Director of the Company.
In addition, the business of the meeting is to consider and, if thought appropriate, pass the following special resolution
(which requires a 75% majority of the votes of those shareholders entitled to vote and voting):
4. That the Company amend its existing Constitution, in the manner marked up in the Constitution as presented to
shareholders at the Meeting.
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, 20 JUNE 2019
DEAR SHAREHOLDER
We invite you to join us for the Annual Meeting of Shareholders (the Meeting) of Metro Performance Glass
Limited
1
(the Company), to be held at:
LOCATION:
Ellerslie Events Centre, Pakuranga Hunt Room, 80 Ascot Avenue, Remuera, Auckland
DATE AND TIME:
Friday 26 July 2019 at 10:00am (NZST)
1 Metro Performance Glass Limited ARBN 600 486 646 and NZCN 5267882, a company incorporated in New Zealand under the Companies Act 1993 (NZ).

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 location shown in yellow on the map below.
ASCOT
STAND
ELLERSLIE
STAND
STABLES
EVENT CENTRE
GUEST PARKING
PEDESTRIAN
UNDERPASS
MITCHELSON ST
PARADE
RING
ADMIN
OFFICE
GATE 7
(CLOSED)
GATE 6
(MAIN ENTRANCE)
GATE 3
FINISH
LINE
CHAMPAGNE LAWN
BIRDCAGE
NEWMARKET LAWN
RACE TRACK
GATE 5
(PEDESTRIAN
ONLY)
EXPLANATORY NOTES
RESOLUTIONS
Resolutions 1, 2 and 3 involve the consideration of ordinary
resolutions. An ordinary resolution is a resolution that must be
passed by at least a simple majority of the votes of those
shareholders entitled to vote and voting on the resolutions.
Resolution 4 is proposed as a special resolution. A special
resolution is a resolution that must be passed by at least a 75%
majority of the votes of those shareholders entitled to vote and
voting on the resolution.
RESOLUTION 1: AUDITOR FEES AND EXPENSES
PwC are currently the Company’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 Meeting. Shareholder approval is, therefore,
sought to authorise the Board to fix the fees and expenses of PwC
as auditor.
RESOLUTIONS 2 AND 3: ELECTION OF DIRECTORS
Pursuant to Listing Rule 2.7.1, a director must not hold office
without re-election past the third annual meeting following the
Director’s appointment, or three years, whichever is longer. Each of
the Directors has been appointed or reappointed over the past
two years. As a result, none of the Directors are required to retire
in accordance with Listing Rule 2.7.1 at this year’s Meeting.
The Board’s preference is that a portion of the Directors who are
next due for re-election stand each year. Accordingly, Angela Bull
and Peter Griffiths have voluntarily retired and offer themselves
for re-election at this year’s Meeting.
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 Directors are
set out below.
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

ANGELA BULL
INDEPENDENT,
NON-EXECUTIVE DIRECTOR
CHAIR OF THE PEOPLE AND
CULTURE COMMITTEE
Appointed: May 2017
Last elected: August 2017
Angela is currently the Chief
Executive Officer of Tramco
Group Limited, a large New
Zealand property investment
company, a director of the Real
Estate Institute of New
Zealand, and a director of
Callaghan Innovation Research
Limited. She joined Tramco
Group in February 2016. Prior
to leading Tramco, Angela held
a number of senior positions
over a 10-year period with
Foodstuffs, most recently
being General Manager
Property Development for
Foodstuffs North Island. This
was preceded by a legal career,
including roles with Chapman
Tripp, the Crown Law Office and
Simpson Grierson. Angela holds
Bachelor of Arts and Bachelor
of Laws degrees from the
University of Auckland.
PETER GRIFFITHS
INDEPENDENT,
NON-EXECUTIVE CHAIR
MEMBER OF THE AUDIT AND
RISK COMMITTEE
Appointed: September 2016
Last elected: August 2017
After a career in the energy
industry Peter has become a
professional director. His last
executive position was as
Managing Director of BP Oil
New Zealand for 10 years,
retiring in 2009. He has
previously served on several
boards including Z Energy,
Marsden Maritime Holdings,
The New Zealand Refining
Company, and New Zealand Oil
and Gas. He is also Chair of the
New Zealand Business and
Parliament Trust and has
private interests in marine
contracting and general
aviation. Peter holds a Bachelor
of Science (Honours) degree
from Victoria University of
Wellington.
RESOLUTION 4:
AMENDMENTS TO THE COMPANY’S CONSTITUTION
On 1 January 2019, NZX introduced new Listing Rules (the New
Rules), which took effect with a six month transition period.
The Company will adopt the New Rules on 30 June 2019 and now
proposes to amend its constitution to ensure compliance with the
New Rules. An amended constitution has been prepared. A copy,
marked to show the changes from the existing constitution, is
available:
• At the Annual Meeting
• On the Company’s website:
https://www.metroglass.co.nz/investor-centre/annual-
shareholders-meeting
• Or by request from the Company Secretary:
email: andrew.paterson@metroglass.co.nz, phone: (09) 272 5151.
A summary of the significant changes to the constitution is set out
below. Unless expressly stated otherwise, references to clause
numbers below are references to clause numbers in the
Constitution as proposed to be amended.
• New defined terms
In addition to various minor changes, the term “Securities” has
been updated to reflect the new defined term used in the New
Rules. The New Rules no longer use the defined term
“Securities” and instead use the term “Financial Products” for
consistency with the terminology under the Financial Markets
Conduct Act 2013. Accordingly, the constitution has been
updated to replace references to “Securities” with “Financial
Products”.
• Confirmation of Office
Clause 1.4 has been included to clarify and confirm that the
adoption of a new constitution does not affect offices and any
acts of authority that are in place under any previous
constitution. This clause replaces the wording in clauses 20.2
and part of 22.1, which accordingly have been deleted.
• Effect of a waiver or ruling from a Stock Exchange
The original clause 2.3 has been deleted as it is essentially a
duplicate of clause 2.6 (NZX Rulings).
• Lien on unpaid and partly paid shares
Clause 7.1 has been updated to reflect minor changes to the
language used in the New Rules. There has been no change in
substance to this clause.
• Right to transfer
Clause 9.2 has been updated to reflect the repeal of the
Securities Transfer Act 1991 by the applicable provisions in the
Financial Markets Conduct Act 2013 and the Reserve Bank of
New Zealand Act 1989. There is no change to shareholders’
ability to transfer shares on the Main Board of NZX.

• Sale of less than Minimum Holding
Clause 9.7 has been updated to reflect current market
practice. There is no change to the Company’s powers in
respect of minimum holdings.
• Methods of holding meetings
Clause 11.1 has been updated to provide more up-to-date
wording in relation to holding meetings by electronic means
(i.e., “hybrid meetings” or “virtual meetings”). The Company is
not required to hold either “hybrid meetings” or “virtual
meetings”, but this change provides flexibility for using
technology as part of shareholder meetings.
• Shareholder participation in meetings by electronic means
Clause 11.3 has been added to reflect a change made to the
Companies Act in 2012 in relation to shareholder participation
in meetings by electronic means.
• Rights of Equity Security holders and Directors
The original clause 12.2 was required to be included or
incorporated by reference in the constitution under the
Previous Rules. However, this clause has been deleted as this is
no longer a requirement under the New Rules. Notwithstanding
the deletion of this clause, the New Rules still provide that
equity security holders of all classes are entitled to attend
meetings of shareholders and receive copies (or have access
to electronic copies) of all notices, reports and financial
statements issued generally to holders of financial products
carrying voting rights.
• Audio-visual meetings
Clause 15.2 has been updated to reflect changes made to the
Companies Act in 2012 to provide greater flexibility in relation
to the permitted methods for holding meetings by electronic
means. This is to allow greater flexibility to deal with changes
in technology.
• Declaration of result
Clause 15.12 has been amended to reflect current market
practice.
• Form of proxy
Clause 16.2 has been amended to reflect current market
practice in relation to the appointment of proxies by electronic
means and to reflect changes to the language used in the
New Rules. The changes do not affect the right to appoint a
proxy. The second part of this clause relating to the form of
proxy has been deleted as it is no longer required to be
included or incorporated by reference in a constitution.
Notwithstanding the deletion of this clause, the New Rules
still provide that the proxy form must enable the shareholder
to instruct the proxy to vote for or against all resolutions and
that it may not include any name or office (e.g., chairperson)
filled in as proxy holder.
• Lodging a proxy
Clause 16.3 has been updated to reflect changes to the
Companies Act in 2017 relating to lodging proxies.
• Composition of the Board
The new clause 20.2 has been amended to incorporate by
reference the requirements of the New Rules relating to
Board composition. This is because there is a risk that these
requirements will continue to change.
• Appointment of Directors
Clause 20.3 has been added to clarify the procedure of
appointing a director, and is a requirement that must be
incorporated by reference or included in the constitution
under the New Rules.
• Rotation of Directors
Clause 20.6 has been updated to refer to the rotation
requirements under the New Rules. The changes to this
clause are further discussed below at “New Rules
incorporated by reference”.
• Appointment of Directors to be voted on individually
Original clause 20.6 (relating to the appointment of directors
needing to be voted on individually) has been deleted because
it is no longer required to be included or incorporated by
reference in the constitution under the New Rules. This
requirement is still addressed in New Rule 2.3.3.
• Managing Director
The original clause 22.1 reflected the requirement under the
Previous Rules that the term of appointment of a managing
director must not exceed five years. This has been removed
from clause 22.1 because this restriction no longer applies
under the New Rules.
• Insufficient number of Directors
Clause 23.7 has been updated to reflect the language in the
New Rules. There has been no change in substance to this
clause.
• Interested Directors
Clause 23.14 has been added to reflect the requirements
relating to interested directors. These requirements must be
included in the constitution or incorporated by reference.
• Method of payment
Clause 26.1 has been updated to reflect current market
practice in relation to the method of distribution payments.
• Deductions
Clause 26.3 has been updated to reflect current market
practice in relation to distribution deductions.
• Entitlement date
Clause 26.4 has been included to clarify the date of
distribution payments.

• Service of notices outside New Zealand
The original clause 27.2 was included in the constitution to
comply with the Previous Rules which required it to be included
in the constitution. The New Rules no longer require this
provision to be included or incorporated by reference in the
constitution and, accordingly, this clause has been deleted. This
requirement is still addressed in New Rule 2.14.2.
• Company may appoint attorneys
Clause 30.2 has been deleted as a result of the amendments
made to clause 30 which now refers to the section in the
Companies Act 1993 that relates to the appointment of
attorneys.
• New Rules incorporated by reference
A number of New Rules are not expressly set out in the
constitution, but are incorporated into the constitution by
reference under clause 2.2. The key changes under the New
Rules that are incorporated into the constitution by reference
are:
– Rotation of Directors:
The New Rules require that a Director must not hold office
(without re-election) past the third annual meeting
following that Director’s appointment or three years,
whichever is longer. The Previous Rules required one third of
Directors to retire from office at the annual meeting each
year, and were eligible for re-election.
Under the Previous Rules, executive directors were not
required to retire by rotation. That exception has been
removed so that an executive director is required to retire
by rotation in the same manner as all other directors.
Clause 20.6 of the constitution has been amended to
reflect this change made to the New Rules.
– Voting at Meetings:
While the Company is listed, voting at a meeting of
shareholders must be conducted by poll. Although this is a
new requirement, it does not change the recent practice of
the Company.
SHAREHOLDER QUESTIONS
Shareholders may submit written questions to be considered at
the 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
5pm (NZST) on Wednesday 24 July 2019. 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 2019 Annual Meeting Admission Card, Proxy or Postal Voting
Form (the 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.
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 10am (NZST) on Wednesday 24 June 2019.
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 FIN (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, the
Company invites you to join members of the Board and
Management for light refreshments.
RESOLUTION 4:
AMENDMENTS TO THE COMPANY’S CONSTITUTION
CONTINUED

METROGLASS.CO.NZ

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PROXY FORM/ADMISSION CARD FOR
METRO PERFORMANCE GLASS LIMITED
2019 ANNUAL MEETING
The Annual Shareholders’ Meeting of Metro Performance Glass Limited
(the Company) will be held at Ellerslie Events Centre, Pakuranga Hunt
Room, 80 Ascot Avenue, Remuera, Auckland on Friday 26 July 2019,
commencing at 10:00am (NZST).
If you propose to attend the Annual Shareholders’ Meeting, please
bring this form to assist with your registration. If you propose NOT to
attend the Annual Shareholders’ Meeting, but wish to vote by postal
vote or appoint a proxy, please complete and return this form to Link
Market Services no later than 10:00am on Wednesday 24 July 2019.
Alternatively, proxy appointment or postal voting can be completed
online by going to vote.linkmarketservices.com/MPG or by scanning the
QR code above with your smartphone. Any proxy form or postal vote
received after 10:00am Wednesday 24 July 2019 will not be valid for the
Annual Shareholders’ Meeting.
POSTAL VOTE
As a shareholder entitled to vote at the Annual Shareholders’ Meeting,
you are entitled to vote by postal vote. You can cast your postal vote
online or by one of the other methods listed above. If you return your
postal vote without indicating how you wish to vote, or your indication
on how to vote is unclear, on any resolution, you will be deemed to have
abstained from voting on that resolution. If you complete the postal
vote section and also appoint a proxy, then your postal vote will be cast
and your proxy appointment will not be counted, but your proxy may
still attend the meeting on your behalf. If this form is returned duly
signed by a shareholder with voting instructions completed but
without indicating that it is a postal vote or proxy has been appointed,
it will be deemed to be a postal vote.
APPOINTMENT OF PROXY
Any shareholder of Metro Performance Glass Limited entitled to
attend and vote at the Annual Shareholders’ Meeting may appoint a
proxy to attend and vote in the place of that shareholder. A proxy need
not be a shareholder of Metro Performance Glass. The Chair of the
meeting is willing to act as proxy. If you appoint the Chair of the
meeting as proxy, but do not direct the Chair how to vote on a
resolution, then the Chair of the meeting will vote your shares in favour
of that resolution. To appoint the Chair as your proxy, please write
“Chair of the Meeting” in the space marked “Full Name” on the Postal
Vote/Proxy Form.
Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by
ticking the “For”, “Against” or “Abstain” box in respect of each
resolution OR by ticking the “Proxy Discretion” box in respect of each
resolution. A shareholder can direct the proxy holder in respect of one
or more resolutions and give the proxy holder discretion in respect of
other resolutions. If you tick the “Proxy Discretion” box for a particular
resolution, or if you do not tick any box for a particular resolution, then
the proxy may vote as he/she thinks fit or abstain from voting.
ATTENDING THE MEETING
If you propose to attend the Annual Shareholders’ Meeting please
bring this Proxy Form intact to the meeting, the barcode is required
for registration at the meeting.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
Where the holding is in one name, the shareholder must sign this Proxy
Form.
Joint Holding
If you are joint holders of shares, either joint shareholder (or their duly
authorised attorney) may sign this Proxy Form.
Power of Attorney
If this proxy form has been signed under a power of attorney, a copy of
the power of attorney (unless already deposited with Link Market
Services Limited) and a signed certificate of non-revocation of the
power of attorney must be returned to Link Market Services Limited.
Corporate Shareholder
If the shareholder is a company, this proxy form must be signed on
behalf of the company by a duly authorised person acting under the
company’s express or implied authority.
Go online to vote.linkmarketservices.com/MPG to vote or
turn over to complete the Postal Vote/Proxy Form
LODGE YOUR PROXY
Online:
vote.linkmarketservices.com/MPG
Scan & email:
meetings@linkmarketservices.co.nz
Fax: +64 9 375 5990
Deliver:
Link Market Services
Level 11, Deloitte Centre,
80 Queen Street,
Auckland 1010
Mail:
Use the enclosed reply paid
envelope or address to:
Link Market Services Limited
PO Box 91976
Auckland 1142
Scan this QR code with your
smartphone and vote online
General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com

STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
POSTAL VOTING

I wish to vote by postal vote (please tick the box).
My voting intention is indicated in the resolution section below.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We named above, being a shareholder of Metro Performance Glass Limited:
hereby appointof
(Full name)(Full address)
orof
(Full name)(Full address)
as my/our proxy to vote for my/our behalf at the Annual Meeting of Shareholders of Metro Performance Glass Limited to be held at Ellerslie
Events Centre, Pakuranga Hunt Room, 80 Ascot Avenue, Remuera, Auckland on Friday 26 July 2019, commencing at 10:00am.
STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on
your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority for that item. Proxy
discretion is not applicable when voting by postal vote.
RESOLUTIONS
To consider and, if thought fit pass, the following resolutions: Please indicate with a ✔
ORDINARY RESOLUTIONS:FORAGAINSTABSTAINPROXY
DISCRETION
1. That the Board be authorised to fix the fees and expenses of PwC as
Auditor for the ensuing year..
2. That Angela Bull be elected as a Director of the Company.
3. That Peter Griffiths be elected as a Director of the Company.
SPECIAL RESOLUTION:
4. That the Company amend its existing Constitution, in the manner
marked up in the Constitution as presented to shareholders at the
Meeting.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders’ Meeting will have the opportunity to ask questions during the meeting. If you cannot
attend 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. Questions will need to be submitted by
10:00am on Wednesday 24 July 2019. The Board will address and answer questions during the meeting.
Question:
STEP 4: SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed
SECURITY HOLDER 1SECURITY HOLDER 2SECURITY HOLDER 3
or duly authorised officer or attorneyor duly authorised officer or attorneyor duly authorised officer or attorney
Contact Name Contact Daytime Telephone Date
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form
by mail and wish to receive your future investor communications by email please provide your email address below.
POSTAL VOTE / PROXY FORM