Notice of Annual Shareholders Meeting and Proxy Form

NZX.MPG, ASX.MPP 22 August 2024


2024 Notice of Annual Meeting and Proxy Form

Metro Performance Glass Limited has provided a copy of its 2024 Notice of Annual Shareholders’
Meeting which will be held at MUFG Corporate Markets (formerly Link Market Services), Level 30,
PwC Tower, 15 Customs Street West, Auckland on Thursday 26 September 2024 commencing at
3:00pm (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:
Simon Bennett: 021 036 8387


Authorised for release Metro Performance Glass Board





























METRO PERFORMANCE GLASS

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BUSINESS AND AGENDA OF THE MEETING
A. CHAIR’S WELCOME AND STRATEGIC OVERVIEW
B. EXECUTIVE DIRECTOR’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 Executive Director’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 Shawn Beck be elected as a Director of the Company.
3. That Pramod Khatri be elected as a Director of the Company.
4. That Simon Bennett 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
SHAWN BECK
CHAIR
22 AUGUST 2024
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:
MUFG Corporate Markets (formerly Link Market Services), Level 30, PwC Tower, 15 Customs Street West,
Auckland
DATE AND TIME:
Thursday 26 September 2024 at 3:00pm (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 2024
ANNUAL MEETING
The meeting will be 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/mpg24. To participate online you will need
your shareholder number for verification purposes – your shareholder number can be found on your Voting form.

QUAY STREET
DOWNTOWN
FERRY
TERMINAL
CUSTOMS ST WEST
CUSTOMS ST WEST
FANSHAWE ST
LOWER ALBERT ST
LOWER HOBSON ST
ALBERT ST
TYLER ST
GALWAY ST
COMMERCE ST
CUSTOMS ST EAST
PwC TOWER
DOWNTOWN
CAR PARK
LOCATION AND PARKING
The Meeting will be held at MUFG Corporate Markets (formerly Link Market Services), Level 30, PwC
Tower, 15 Customs Street West, Auckland. The closest car park is Downtown car park next door.
RESOLUTIONS
Resolutions 1, 2, 3 and 4 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.
EXPLANATORY NOTES

RESOLUTIONS 2, 3 AND 4: ELECTION OF DIRECTORS
The Listing Rules require that any person who is appointed as a Director by the Board shall retire
from office at the next Annual Shareholders’ Meeting but shall be eligible for election at that
Meeting. Shawn Beck, Pramod Khatri and Simon Bennett were appointed to the Board during the
year and accordingly, each of them is standing for election by shareholders.
In order for a Director to be independent, the Board must determine that he or she is not an
executive of the Company and has no disqualifying relationship. The Board has determined that
Shawn and Pramod are Independent Directors and that Simon is a non-Independent Director
The Board unanimously supports the election of all three directors.
SHAWN BECK
INDEPENDENT, NON-
EXECUTIVE CHAIR
MEMBER OF THE AUDIT AND
RISK COMMITTEE AND THE
PEOPLE AND CULTURE
COMMITTEE
Appointed: 1 November 2023
Shawn has a varied background,
including serving as an equities
analyst and institutional dealer,
investment banker, private
equity general partner,
company director, owner
operator and as a co-founder
of Pencarrow Private Equity.
PRAMOD KHATRI
INDEPENDENT, NON-
EXECUTIVE DIRECTOR
CHAIR OF THE PEOPLE AND
CULTURE COMMITTEE AND
MEMBER
Appointed: 11 December 2023
Pramod was previously
Managing Director and majority
shareholder of McKechnie
Aluminium Solutions Limited for
over 20 years. McKechnie is a
manufacturer and supplier of
aluminium products supplying
both NZ and Australian
markets. Prior to this he has
held senior management roles
in the New Zealand dairy,
roading & construction, and
manufacturing sectors. Pramod
is the Chair of Christchurch
based AW Fraser Limited and a
trustee of a New Plymouth
based charitable trust. He is a
Fellow of the New Zealand
Institute of Chartered
Accountants, has a Bachelor of
Commerce and an MBA from
University of Otago and is a
Member of the Institute of
Directors.

SIMON BENNETT
NON-INDEPENDENT,
EXECUTIVE DIRECTOR
Appointed: 11 December 2023
Simon is an experienced CEO,
entrepreneur, and company
director. He has previously
worked across human
resources retail and
manufacturing sectors. Simon’s
current directorships include
Accordant Group (Chairman),
and he is a trustee of the
International Centre for
Entrepreneurship Foundation.
Simon is a former director of
The Icehouse. Simon is a
member of the Institute of
Directors. Simon is a people
person and is passionate about
driving productivity gains in
New Zealand through education,
training and innovation.

METROGLASS.CO.NZ
PROCEDURAL NOTES
Voting entitlements for the Meeting will be determined as
at 5:00pm (NZST) on Tuesday 24 September 2024. 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.
HOW TO CAST YOUR VOTE
The 2024 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 MUFG Corporate Markets
(formerly Link Market Services Limited) no later than 3:00pm
(NZST) on Tuesday 24 September 2024.
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.
ANNUAL REPORT
The Company’s Annual Report for the year ended 31 March 2024
(and previous periods) is available at https://metroglass.co.nz/
investor-centre/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.

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PROXY FORM/ADMISSION CARD
FOR METRO PERFORMANCE GLASS
LIMITED 2024 ANNUAL MEETING
The Annual Shareholders’ Meeting of Metro Performance Glass Limited
(the Company) will be held at MUFG Corporate Markets (formerly Link
Market Services), Level 30, PwC Tower, 15 Customs Street West,
Auckland and online via the MUFG Corporate Markets Annual Meeting
portal at www.virtualmeeting.co.nz/mpg24, on Thursday 26 September
2024, commencing at 3:00pm (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 MUFG Corporate Markets (formerly Link Market Services)
no later than 3:00pm on Tuesday 24 September 2024. 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 3:00pm Tuesday 24 September 2024 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
LODGE YOUR PROXY
Online:
vote.linkmarketservices.com/MPG
Scan & email:
meetings@linkmarketservices.co.nz
Deliver:
MUFG Corporate Markets
Level 30, PwC Tower,
15 Customs Street West,
Auckland 1010
Mail:
Use the enclosed reply paid
envelope or address to:
MUFG Corporate Markets
PO Box 91976
Auckland 1142
Scan this QR code with your
smartphone and vote online
General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com
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/mpg24, 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 MUFG Corporate
Markets) and a signed certificate of non-revocation of the power of
attorney must be returned to MUFG Corporate Markets (formerly 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 MUFG Corporate Markets (formerly Link Market Services), Level 30, PwC Tower, 15 Customs Street West, Auckland and online at
www.virtualmeeting.co.nz/mpg24, on Thursday 26 September 2024, commencing at 3:00pm.
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 Shawn Beck be elected as a Director of the Company.
3. That Pramod Khatri be elected as a Director of the Company.
4. That Simon Bennett 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 MUFG Corporate Markets (formerly Link
Market Services). Questions will need to be submitted by 3:00pm on Tuesday 24 September 2024. 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