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MPG: Notice of Annual Shareholders Meeting and Proxy Form

AGM2 July 2021MPGReal Estate

METRO PERFORMANCE GLASS 
 

 

 

NZX.MPG, ASX.MPP                                                            2 July 2021 

  

 

2021 Notice of Annual Meeting and Proxy Form 

 

Metro Performance Glass Limited has provided a copy of its 2021 Notice of Annual Shareholders’ 

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

Auckland on Friday 6 August 2021 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  

 

Authorised for release Metro Performance Glass Board

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BUSINESS AND AGENDA OF THE MEETING
A. CHAIR’S WELCOME AND STRATEGIC OVERVIEW

B. CHIEF EXECUTIVE OFFICER’S REPORT ON FINANCIAL AND BUSINESS PERFORMANCE

C. SHAREHOLDER DISCUSSION

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

been covered in the Chair or Chief Executive Officer’s addresses) or raised at the Meeting.

D. 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 Peter Griffiths be elected as a Director of the Company.

3. That Rhys Jones be elected as a Director of the Company.

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

2 JULY 2021

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 6 August 2021 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).

NOTICE OF 2021

ANNUAL MEETING

This year Metro Performance Glass is holding a hybrid meeting to ensure that the meeting is accessible and that shareholders

who are not able to attend in person can still participate.

Online attendance to the meeting is through www.virtualmeeting.co.nz/mpg21. To participate online you will need your shareholder

number for verification purposes – your shareholder number can be found on your Voting form.

ASCOT
STAND

STABLES

EVENT CENTRE

GUEST PARKING

PEDESTRIAN

UNDERPASS

MITCHELSON ST

ADMIN

OFFICE

GATE 7

(CLOSED)

GATE 6

(MAIN

ENTRANCE)

GATE 3

FINISH

LINE

CHAMPAGNE LAWN

BIRDCAGE

NEWMARKET LAWN

RACE TRACK

GATE 5

(PEDESTRIAN

ONLY)

ELLERSLIE

STAND

PARADE

RING

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.

RESOLUTIONS

Resolutions 1, 2 and 3 are to be considered as separate ordinary

resolutions. To be passed, those resolutions require the approval

of a simple majority of the votes of those shareholders entitled

to vote and voting.

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 NZX 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.

Rhys Jones accordingly retires by rotation and offers himself

for re-election at this year’s meeting.

While only one Director is required to retire and stand for

re-election at this year’s meeting (per Listing Rule 2.7.1),

the board prefers to have a relatively consistent portion of

the Directors stand for re-election each year. Accordingly,

Peter Griffiths has voluntarily retired and offers himself for

re-election at this year’s Meeting.

In the Board’s opinion, both Rhys Jones and Peter Griffiths are

Independent Directors of the Company as defined in the NZX

Listing Rules. The Board unanimously supports the election of

both directors.

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

EXPLANATORY NOTES

PETER GRIFFITHS
INDEPENDENT, NON-

EXECUTIVE CHAIR

MEMBER OF THE AUDIT

AND RISK COMMITTEE

Appointed: September 2016

Last elected: August 2019

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, retiring in 2009.

He has previously served on

a number of 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 general

aviation. Peter holds a Bachelor

of Science (Honours) degree

from Victoria University of

Wellington.

RHYS JONES

INDEPENDENT, NON-

EXECUTIVE DIRECTOR

MEMBER OF THE PEOPLE

AND CULTURE COMMITTEE

Appointed: April 2018

Last elected: August 2018

Rhys has had a 30-year career

working in the Australasian

building material and packaging

industries. He is currently the

Executive Director and

Chairman of the Executive

Board of Vulcan Steel Limited,

a large privately owned

trans-Tasman steel distributor

with over 30 business units

across Australasia. He is also

a director of Carbine Aginvest

Corporation Limited (formally

Tru Test Corporation Limited)

and Ridley Corporation Limited.

Prior to joining Vulcan Steel

in 2006, Rhys held senior roles

in particular with Carter Holt

Harvey Ltd and Fletcher

Challenge, including as Chief

Operating Officer of the Pulp,

Paper, and Packaging business

of Carter Holt Harvey. He holds

a Master of Business Studies

degree from Massey University

and a Bachelor of Science

from Victoria University

of Wellington.

HOW TO CAST YOUR VOTE

The 2021 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 or online and vote

You can attend the meeting in person or via the online platform

to exercise your vote.

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 4 August 2021.

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.

SHAREHOLDER QUESTIONS

Shareholders may submit written questions to be considered

at the Meeting. Prior to the meeting, written questions can

be submitted online at vote.linkmarketservices.com/MPG or

by using the Voting Form.

During the meeting, shareholders participating online can

ask questions by clicking on the ‘Ask a question’ box on the

online portal.

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

shareholders meeting.

WEBCAST

If you are unable to attend the meeting a full replay of

the webcast will be available and can be accessed online

at the Metro Performance Glass Investor Centre:

https://www.metroglass.co.nz/investor-centre/.

ANNUAL REPORT

The Company’s Annual Report for the year ended 31 March 2021

(and previous periods) is available at https://www.metroglass.co.nz/

investor-centre/annual-interim-reports/.

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.

PROCEDURAL NOTES

Voting entitlements for the Meeting will be determined as at

5pm (NZST) on Wednesday 4 August 2021. 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.

Each resolution will be voted on by way of a poll, in accordance

with NZX Listing Rule 6.1.1. Results of the voting will be available

after the conclusion of the Meeting and will be notified on the

New Zealand and Australian securities exchanges.

METROGLASS.CO.NZ

---

PROXY FORM/ADMISSION CARD FOR
METRO PERFORMANCE GLASS LIMITED

2021 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 and online via the Link

Market Services Annual Meeting portal at www.virtualmeeting.co.nz/

mpg21, on Friday 6 August 2021, commencing at 10:00am (NZST).

If you attend online, you will require your Holder number for

verification purposes.

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, physically or online, 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

4 August 2021. 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 4 August 2021 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,

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

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. If you propose to attend the Annual

Meeting online via www.virtualmeeting.co.nz/mpg21, you will require

your shareholder number for verification purposes.

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.

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 and online at www.virtualmeeting.co.nz/mpg21,

on Friday 6 August 2021, 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 during 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 Peter Griffiths be elected as a Director of the Company.

3. That Rhys Jones be elected as a Director of the Company.

STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Shareholders’ Meeting, physically or virtually, 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 4 August 2021. The Board will address and answer questions during the meeting.

Question:

STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed

Shareholder 1Shareholder 2Shareholder 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

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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