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SPH Notice – Masfen Securities Limited (‘MSL’)

Substantial Holder Notice17 July 2023MPGReal Estate

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Disclosure of movement of 1% or more in substantial holding

or change in nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To NZX Limited

and

To Metro Performance Glass Limited

Relevant event being disclosed: Movement of 1% or more in substantial holding and

change in nature of relevant interest

Date of relevant event: 17 July 2023

Date this disclosure made: 18 July 2023

Date last disclosure made: 17 February 2020

Substantial product holder giving disclosure

Full name: Masfen Securities Limited (‘MSL’)

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Summary of substantial holding

Class of quoted voting products: Ordinary shares in Metro Performance Glass Limited

(‘MPG’)

Summary for MSL

For this disclosure,—

(a) total number held in class: 46,566,659

(b) total in class: 185,378,086

(c) total percentage held in class: 25.120%

For last disclosure,—

(a) total number held in class: 26,277,429

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(b) total in class: 185,378,086

(c) total percentage held in class: 14.175%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure: On 17 July 2023, MSL

entered into a co-operation and process agreement (‘Co-operation Agreement’) with

Takutai Limited. Under the Co-operation Agreement, the parties have agreed to work


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The last disclosure of 17 February 2020 details the relevant interests held by Peter Masfen, Anatole Masfen

and Raphael Yan (including through the Opito Trust, the PH Masfen Charitable Trust, the Eugenie Masfen

Yan Trust, Apollo Holdings Limited, and other arrangements).

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Since the last disclosure of 17 February 2020, the Opito Trust acquired 1,703,568 MPG shares on 9

September 2020 and 150,000 MPG shares on 11 September 2020. Raphael Yan acquired 72,386 MPG

shares on 19 February 2020 and 170,000 MPG shares on 5 May 2020.


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together in connection with the potential acquisition by them (and/or one or more special

purpose vehicles established by the parties) of all or a substantial part of the ordinary

shares in MPG or MPG’s assets and business by way of a scheme of arrangement under

Part 15 of the Companies Act 1993 or other transaction structure.

A copy of the Co-operation Agreement is attached to this disclosure (12 pages).

A change in the nature of MSL’s relevant interest has arisen as:

• MSL has the power to indirectly control the acquisition or disposal of additional

quoted voting products of MPG that are subject of the Co-operation Agreement; and

• there is a qualification on MSL’s power to indirectly control the disposal of the quoted

voting products of MPG held by MSL pursuant to the terms of the Co-operation

Agreement.

Details after relevant event

Details for MSL

Nature of relevant interest 1: Registered or beneficial holder of ordinary shares in MPG

For that relevant interest,—

(a) number held in class: 26,277,429

(b) percentage held in class: 14.175%

(c) current registered holder: No change since last disclosure

(d) registered holder once transfers are registered: Not applicable

There is a qualification on MSL’s power to indirectly control the disposal of the quoted

voting products of MPG held by MSL pursuant to the terms of the Co-operation Agreement.

Nature of relevant interest 2: Power to indirectly control how the following quoted voting

products will be disposed of or otherwise dealt with under the Co-operation Agreement

For that relevant interest,—

(a) number held in class: 20,289,230

(b) percentage held in class: 10.945%

(c) current registered holder: Takutai Limited

(d) registered holder once transfers are registered: Not applicable

Additional information

Address of substantial product holder: C/- Artemis Capital, Level 35, Vero Centre, 48

Shortland Street, Auckland

Contact details: Philip Talacek | 027 561 4849 | philip@artemiscapital.co.nz


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Name of any other person believed to have given, or believed to be required to give, a

disclosure under the Financial Markets Conduct Act 2013 in relation to the financial

products to which this disclosure relates: Takutai Limited

Certification

I, Philip John Talacek, certify that, to the best of my knowledge and belief, the information

contained in this disclosure is correct and that I am duly authorised to make this disclosure

by all persons for whom it is made.

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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