MPG: Notice of Annual Shareholders Meeting and Proxy Form
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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