Metro Glass Notice of Special Shareholders’ Meeting

5 Lady Fisher Place
East Tamaki
Auckland, 2013

PO Box 58 144
Botany
Manukau
Auckland, 2163

P 09 927 3000
F 09 914 3325



NZX/ASX release
11 August 2025

Metro Glass special shareholders’ meeting to vote on recapitalisation

Metro Performance Glass Limited (Metro) (NZX: MPG/ASX: MPP) is pleased to confirm the details of
its proposed recapitalisation, announced on 1 July 2025. It will comprise a 1.6 for 1 pro-rata
renounceable rights offer for new ordinary shares in Metro (Rights Offer), to raise $8.9 million, and
an up to $15.0 million placement to a new major shareholder, Amari Metals Australia Pty Ltd (Amari)
(the Top-up Placement). A total of at least $15.0 million and up to $23.9 million will be raised under
the Rights Offer and Top-up Placement (together, the Proposed Recapitalisation), as described in
more detail below.

Both the Rights Offer and the Top-up Placement will be undertaken at a fixed price of $0.03 per new
share, being a 41% discount to the last close price of $0.051 on 30 June 2025, and a 16% discount to
the theoretical ex-rights price (TERP)
1
.

The Proposed Recapitalisation requires, and is conditional on, shareholder approval and Metro has
also today distributed a Notice of Special Shareholders’ Meeting (Notice of Meeting) and
explanatory materials to shareholders, who will be able to vote on the resolutions to approve the
Proposed Recapitalisation at a special shareholders’ meeting scheduled for 3.00pm (NZST) Tuesday,
26 August 2025 (Special Shareholders’ Meeting).

Proceeds from the Proposed Recapitalisation will be used to repay a portion of Metro’s outstanding
debt. If the Proposed Recapitalisation is successful, Metro will be able to enter into a new three-
year bank facility with one of its existing syndicate members. The Proposed Recapitalisation, if
approved, represents an essential recapitalisation of Metro and will greatly strengthen Metro’s
financial position and provide a strong platform for future earnings growth.

Rights Offer
Under the Rights Offer, eligible shareholders may apply for 1.6 new shares for every 1 existing share
held at 7:00pm (NZST) on Thursday, 28 August 2025, at an application price of $0.03 per new share.
Provided they have taken up their full entitlement, eligible shareholders may also apply for
additional new shares not taken up by other shareholders, subject to a maximum amount.

Metro has received binding commitments from approximately 10 wholesale investors, and two

1
TERP is the Theoretical Ex-Rights Price at which Metro ordinary shares would trade immediately after the ex-
rights date for the Offer. TERP is calculated with reference to Metro’s closing share price of $0.051 on 30 June
2025 and includes all new shares issued under the Rights Offer and Top-up Placement assuming the minimum
$15 million is raised. TERP is a theoretical calculation only and the actual price at which Metro ordinary shares
will trade immediately after the ex-rights date for the Rights Offer will depend on many factors and may not be
equal to TERP.

2
Directors of Metro, who have committed to subscribe for shares not taken up by shareholders under
the Rights Offer (Shortfall Shares). It has also reached agreement with Amari that it will subscribe
for any Shortfall Shares remaining after fulfilment of the wholesale investors’ commitments. These
binding commitments will ensure the Rights Offer raises its full targeted amount of approximately
$8.9 million. The two participating Directors are Metro’s Executive Director Simon Bennett and
Independent Director Pramod Khatri. As Simon and Pramod are related parties of Metro,
shareholder approval is required for them to participate in the Rights Offer.

The Rights Offer will open on Monday, 1 September 2025 and close at 5.00pm (NZST) on Friday, 1 2
September 2025.

An offer document (Offer Document) accompanies this announcement. It will be sent to eligible
shareholders on Monday, 1 September 2025 and will be available on the website established for the
Rights Offer at https://metroglass.capitalraise.co.nz. All eligible shareholders are encouraged to visit
that website and apply online from Monday, 1 September 2025.

Eligible shareholders wishing to acquire new shares under the Rights Offer will need to complete an
online application (via the website noted above). Eligible shareholders may choose to take up their
entitlements in whole, in part, or not at all. Rights will be quoted on the NZX Main Board so eligible
shareholders may be able to sell all or some of their rights on the NZX Main Board between 1
September 2025 and 5 September 2025, if there is a buyer for those rights.

Key dates for the Rights Offer are set out below.

Key Rights Offer dates
2

Rights trading on NZX opens Wednesday, 27 August 2025
Record Date Thursday, 28 August 2025
Rights Offer opens Monday, 1 September 2025
Rights trading on NZX closes Friday, 5 September 2025
Rights Offer closes Friday, 12 September 2025
Announcement of results of the Proposed Recapitalisation Tuesday, 16 September 2025
NZX settlement Friday, 19 September 2025
Allotment and Quotation Date of New Shares on NZX and ASX Friday, 19 September 2025

Top-up Placement
Metro has reached agreement with Amari, under which Amari has agreed to subscribe for 51% of
the total Metro shares on issue following the Proposed Recapitalisation.
In addition to underwriting Shortfall Shares not taken up by Shareholders under the Rights Offer or
through the binding commitments (see above), after allocations under the Rights Offer have been
completed, Amari will subscribe for further new shares so that Amari reaches a 51% shareholding in
Metro. Shares will be placed to Amari at $0.03 per share, the same issue price as the issue price
under the Rights Offer.
Amari is a successful long-term owner and investor, including in specialist metals distribution
businesses in Australia, and has ultimate common ownership with three businesses in related
sectors in New Zealand.
The Top-up Placement will be completed at the same time as completion of the Rights Offer. Most

2
The timetable presented is indicative only and subject to change without notice (subject to applicable laws and the NZX Listing Rules and
ASX Listing Rules). All dates and times are New Zealand times (unless stated otherwise).

3
shareholders’ percentage holding in Metro will reduce as a result, and following completion, of the
Top-up Placement.
The ultimate number of shares placed to Amari under the Top-up Placement will depend on the level
of subscription under the Rights Offer and how many Shortfall Shares Amari is required to subscribe
for. The Top-up Placement will raise at least $6.1 million. If Amari is required to subscribe for no
Shortfall Shares and the full $8.9 million is raised from shareholders and other committed wholesale
investors, the Top-up Placement will be approximately 501.7 million shares and will raise
approximately $15 million.

Special Shareholders’ Meeting
The Proposed Recapitalisation requires, and is conditional on, approval of three resolutions by
shareholders.

The Special Shareholders’ Meeting to vote on the resolutions will be held at 3.00pm (NZST) on
Tuesday, 26 August 2025. It will be a hybrid meeting, allowing shareholders to attend in person or
online.

The Notice of Meeting accompanies this announcement and was sent to shareholders on Monday,
11 August 2025, and is available at https://metroglass.capitalraise.co.nz.

Metro has commissioned an Independent Report from Grant Samuel on the merits of the Proposed
Recapitalisation, to assist shareholders to assess the resolutions. The Independent Report can be
found in Appendix 2 to the Notice of Meeting.

There are three inter-conditional resolutions that are each required to be passed by way of an
ordinary resolution to approve the Proposed Recapitalisation. They relate to:

• approval under Rule 7(d) of the Takeovers Code for Amari to acquire greater than 20% of
Metro’s shares;
• approval under Rule 4.2.1 of the NZX Listing Rules for the issue of shares under the Proposed
Recapitalisation; and
• approval under Rule 5.2.1 of the NZX Listing Rules for the issue of shares to Simon Bennett
and Pramod Khatri, as related parties of Metro.
The Independent Report by Grant Samuel notes that material uncertainty exists for Metro to
continue as a going concern and concludes that the Proposed Recapitalisation will improve the
financial position of Metro and Metro’s ability to conduct its business efficiently. These and other
benefits need to be weighed against the dilutionary impact on shareholders and the fact that Amari
will become the controlling shareholder of Metro if the Proposed Recapitalisation is implemented.

Grant Samuel concludes that there are currently no viable alternatives that would provide Metro
with the minimum capital required under the conditional agreement for a new three-year facility
with its bank syndicate member. Grant Samuel also concludes that the terms and conditions of the
issues of shares to Simon Bennett and Pramod Khatri are fair to all shareholders. These are only
some of the conclusions reached in the Independent Report, and the Board recommends that you
read the Independent Report in full.

The Board fully supports the Proposed Recapitalisation and unanimously recommends that
shareholders vote in favour of it.

4
Further information
Shareholders who have any questions about the Proposed Recapitalisation or the Special
Shareholders’ Meeting are encouraged to read the Offer Document, Investor Presentation and
Notice of Meeting and seek financial, investment or other professional advice from a qualified
professional adviser.


– ENDS –

For further information, please contact:

Shawn Beck, Chairman
Shawn.beck@metroglass.co.nz

+64 27 328 5135

Currency
Unless otherwise stated, all references to “$” are to the New Zealand dollar.

Not an offer of securities in the United States
This announcement has been prepared for publication in New Zealand and Australia and may not be
released to US wire services or distributed in the United States. This announcement does not
constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any
other jurisdiction. Any securities described in this announcement have not been, and will not be,
registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction
of the United States and may not be offered or sold in the United States except in transactions
exempt from, or not subject to, the registration requirements of the US Securities Act and applicable
US state securities laws.

---

NOTICE OF SPECIAL
SHAREHOLDERS’ MEETING
Shareholder Information Line 0800 546 567
(toll free within New Zealand) or +64 9 375 5998
between 8.30am and 5.00pm (NZST), Monday
to Friday
This is an important document and requires
your immediate attention. You should carefully
read it in its entirety (including the Independent
Report from Grant Samuel that accompanies
this Notice of Meeting as Appendix 2) before
deciding whether or not to vote in favour of
the Resolutions. If you are in any doubt about
what you should do, you should seek advice from
your broker or your financial, taxation or legal
adviser immediately.
TUESDAY 26 AUGUST 2025
The Special Shareholders’ Meeting will be held
at 3.00pm (NZST) on Tuesday, 26 August 2025.
The Special Shareholders’ Meeting will be a
hybrid meeting, allowing shareholders to attend
in person or online.

IMPORTANT
INFORMATION
Purpose of this Notice of Meeting
The purpose of this Notice of Meeting is to:
• inform you about the Proposed Recapitalisation
requiring Metro Performance Glass Limited (Metro)
Shareholder approval;
• make you aware of the Special Shareholders’ Meeting
to be held at MUFG Pension & Market Services, Level
30, PwC Tower, 15 Customs Street West, Auckland and
online at www.virtualmeeting.co.nz/mpgsm25 at 3.00pm on
Tuesday, 26 August 2025 to vote on the Resolutions;
• enable you to appraise the implications of the Proposed
Recapitalisation; and
• help you decide whether to vote for or against the
Resolutions. If you choose not to vote you should be aware
that whether the Resolutions are passed or not will be
determined solely by reference to the number of votes
cast by Shareholders who do vote.
Voting/Proxy Form
Accompanying this Notice of Meeting is a Voting/Proxy Form
to enable you to vote on the Resolutions by:
• attending the Special Shareholders’ Meeting, whether in
person or online;
• casting a postal vote, whether online or by post; or
• appointing a proxy to vote on your behalf at the Special
Shareholders’ Meeting
You are urged to complete and return the Voting/Proxy Form
as soon as possible (and no later than 3.00pm on Sunday,
24 August 2025) if you do not plan to attend the Special
Shareholders’ Meeting.
Sold your Shares?
If you have sold all of your Shares, please immediately hand
this document and the accompanying Voting/Proxy Form to
the purchaser or the agent through whom the sale was made,
to be passed to the purchaser.
Your decision
This Notice of Meeting does not take into account your individual
investment objectives, financial situation or needs. You must
make your own decisions and seek your own advice in this regard.
The information and recommendations contained in this Notice
of Meeting do not constitute, and should not be taken as
constituting, financial advice.
If you are in any doubt as to what you should do, you should
seek advice from your financial, taxation or legal adviser before
making any decision regarding the Proposed Recapitalisation.
Forward looking statements
This Notice of Meeting contains certain forward looking
statements. You should be aware that there are risks (both
known and unknown), uncertainties, assumptions and other
important factors that could cause the actual conduct, results,
performance or achievements of Metro to be materially
different from the future conduct, market conditions, results,
performance or achievements expressed or implied by
such statements or that could cause future conduct to be
materially different from historical conduct. Deviations as to
future conduct, market conditions, results, performance and
achievements are both normal and to be expected.
Forward looking statements generally may be identified by the
use of forward looking words such as ‘aim’, ‘anticipate’, ‘believe’,
‘estimate’, ‘expect’, ‘forecast’, ‘foresee’, ‘future’, ‘intend’, ‘likely’,
‘may’, ‘planned’, ‘potential’, ‘should’, or other similar words.
Neither Metro nor any other person gives any representation,
assurance or guarantee that the occurrence of the events
expressed or implied in any forward looking statements in this
Notice of Meeting will actually occur. You are cautioned against
relying on any such forward looking statements.
NZ RegCo
NZ RegCo has provided written confirmation that it does not
object to this Notice of Meeting pursuant to NZX Listing Rule
7.1.1. However, NZ RegCo accepts no responsibility for any
statement in this Notice of Meeting.
Effect of rounding
A number of figures, amounts, percentages, prices, estimates,
calculations of value and fractions in this Notice of Meeting
are subject to the effect of rounding. Accordingly, actual
calculations may differ from amounts set out in this Notice
of Meeting.
Defined terms
Capitalised terms set out in this Notice of Meeting have the
meanings given to them in the Glossary.
Currency
In this Notice of Meeting, a reference to $ is to New Zealand
dollars, unless otherwise stated.
Date and time of this Notice of Meeting
This Notice of Meeting is given on 11 August 2025.
2Notice of Meeting

1.
KEY DATES
All dates in the table above are indicative only. In particular,
the timing of completion of the Proposed Recapitalisation
will depend on the timing of the satisfaction of its various
conditions, as described in this Notice of Meeting. Any material
updates to the timetable will be announced via the NZX Market
Announcement Platform (MAP) and notified on Metro’s website
at www.metroglass.co.nz.
All references to time in this Notice of Meeting are references
to New Zealand Standard Time (NZST), unless otherwise stated.
Any obligation to do an act by a specified time in NZST must be
done at the corresponding time in any other jurisdiction.
1. Key dates3
2. Letter from the Chair4
3. Summary of the proposed recapitalisation6
4. Frequently asked questions9
5. The proposed recapitalisation11
6. Notice of special shareholders’ meeting19
7. Explanatory notes21
8. Glossary 23
Appendix 1: Information required by the takeovers code 24
Appendix 2: Independent report26
Directory28
CONTENTS
Indicative timeEvent
11 August 2025Notice of Meeting – date this Notice of
Meeting was distributed to Shareholders.
Offer Document – date the Offer
Document and Investor Presentation
was released on NZX.
5.00pm (NZST)
22 August 2025
Voting Eligibility – time and date for
determining eligibility to vote at the
Special Shareholders’ Meeting
3.00pm (NZST)
24 August 2025
Voting/Proxy Deadline – time and date
by which Voting/Proxy Forms for the
Special Shareholders’ Meeting must
be received
3.00pm (NZST)
26 August 2025
Special Shareholders’ Meeting to be
held at MUFG Pension & Market Services,
Level 30, PwC Tower, 15 Customs Street
West, Auckland and online at
www.virtualmeeting.co.nz/mpgsm25
If the Resolutions are approved by Shareholders
27 August 2025
– 5 September
2025
Rights Trading on NZX – Eligible
Shareholders may be able to sell their
Rights on the NZX
1 September
2025
Rights Offer Opens – Rights Offer open
for Eligible Shareholders to submit
applications for Shares
12 September
2025
Rights Offer Closes – Rights Offer closes
16 September
2025
Announcement – Results of Rights
Offer announced, including underwriting
commitments and size of Top-up
Placement
16 September
2025
Settlement – of the Proposed
Recapitalisation
19 September
2025
Completion – estimated time
for completion of the Proposed
Recapitalisation
3Notice of Meeting

2. LETTER
FROM THE CHAIR
Shareholders will know that for some time, Metro has performed
poorly and been carrying too much debt. As a result, 15 months
ago the board was restructured, and directors (mostly new at
the time) re-focused heavily on two objectives:
• Comprehensively improve the NZ business. This was mainly
via creating the right conditions and expectations for Metro
people (at all levels) and greatly improving our customers’
experience, both of which inevitably flow through to
operating efficiency and financial performance; and
• Halt the plan to sell the Australian business (AGG) and
instead recapitalise the balance sheet by raising equity
capital. AGG was too valuable a contributor and selling it
risked leaving the remaining debt “stranded” on just the
NZ operation, as well removing a source of future growth
and strong management capability.
The board also undertook to operate in a way more fitting to
Metro’s situation. This mainly involved trying to find and fix the
real problems and issues (not always obvious), trying to make
the right decisions (often the harder ones) and moving with
urgency (without abrogating our governance responsibilities).
Following the appointment 12 months ago of Simon Bennett,
effectively Managing Director, as well as other important
people changes, the NZ business is now much improved and
with positive momentum. The fact this has not resulted in
overall improved group profitability yet is largely a result
of the delays inherent in any turnaround strategy as well
as construction downturns in both NZ and Australia that
occurred during this time.
Over the last 12 months the board has also aggressively
pursued options to raise equity capital – reacting to external
approaches and itself proactively creating options. A large
number of options have been worked on, several have reached
an advanced stage but until now, none met the objective of
sustainably recapitalising Metro.
Sustainably recapitalising Metro means not only repaying debt
but also instilling confidence in Metro with our people and our
customers, allowing all of us to focus on what matters which
is the business performance, as well as providing the headroom
to possibly invest in future earnings growth opportunities.
As part of the board’s strategy of on-going option creation,
late last year we approached a long list of potential investors
including Amari* to gauge their interest in investing in Metro’s
equity capital raise (which had been previously announced as
planned to be $15m and at 3c/share).
This ultimately resulted in directors negotiating with Amari
to secure their commitment to invest a minimum of $10.5m
and a maximum of $15m for a 51% stake in Metro.
Contemporaneously directors worked on the three other
ingredients necessary to achieve a full and sustainable
recapitalisation, all of which were reliant on Amari’s
commitment as above:
• a pro rata renounceable rights offer with oversubscription
facility of $8.9m
• a commitment of $5.1m from other investors including
Simon Bennett and Pramod Khatri, in order to achieve
a minimum $15m committed equity raise, which in
turn unlocked
• a $10m debt forgiveness and a new debt facility on terms
that would allow Metro to achieve its 2-3 year plans.
These sets of transactions form the necessary (and
inter-linked) components of the proposed recapitalisation
which I and the other directors are herein strongly
recommending for your approval.
There were a large number of factors directors considered
when formulating, negotiating and recommending the
transactions which form the proposed recapitalisation.
Focusing on the potential negatives and uncertainties
if approved.
Achieving a sustainable balance sheet requires a large amount
of equity capital to be raised, particularly relative to the
current market value of your shareholding. Pro rata only, this
would result in significant dilution of your percentage stake.
Looking to offset this, we structured the capital raise with
an oversubscription facility that allows for no dilution should
you wish to invest up to double your pro rata allocation (or an
extra $25,000, if greater).
In the event you are diluted, successful execution of the
company’s plans over the next 12 months should nevertheless
result in a share price higher than current levels, ie a net gain
to you even after dilution. Grant Samuel’s assessment of value
of 5c to 9c post the equity capital raise represents a solid
estimation of what Metro’s shares should be worth. Further,
the outlook from there should be positive with additional
gains flowing from our on-going improvement strategies, an
inherently growing Australian market due to energy efficiency
regulations, as well as earnings growth arising from an ultimate
improvement in the NZ and Aus construction markets.
Amari owning 51% provides them with the ability to effectively
control Metro in the future. Directors consider the downside
risk to shareholders of this to be low. Amari are a successful
long-term investor and owner and highly value their reputation.
Also, their motives are as an investor in Metro’s recapitalisation,
and their stated objective is benefitting from Metro’s value
appreciation over time. They have also stated they are investing
* Amari is a privately-owned company operating a network of specialised
metals distribution brands across Australia and shares common
ultimate ownership with with three businesses in similar industries
in the New Zealand market: Wakefield Metals, NZ Tube Mills, and
McKechnie Aluminium (which also owns a small customer of Metro).
4Notice of Meeting

based on the current board and management make-up and
strategies and as a result their current intention is to procure
we appoint one Amari representative only which we have agreed
to do.
Overall, Directors consider that Amari’s involvement will
in fact turn out to be positive for all shareholders rather
than negative.
Amari will pay the same issue price of $0.03 per share as
you and other shareholders under the rights offer. However,
Directors do not consider a premium for control is either
achievable or warranted.
As stated above, Amari’s minimum investment in Metro is
required to complete all of the other components of the
proposed recapitalisation. Without Amari’s commitment, Metro
would be unable to raise the required amount to pay down debt
and refinance its facilities, nor would Metro benefit from the
$10 million debt forgiveness agreed with its banking syndicate.
Further, the price negotiated with Amari reflects the fact that
we do not expect Amari to enjoy the financial benefits that
are often associated with control premiums, given Metro’s
strongly independent position in its customer markets as well
as its continued status as a NZX listed company. The Board
will continue (and be required) to act in the best interests
of Metro. It will also be required to include a minimum of two
independent directors, and transactions with related parties
will be regulated.
An on-going factor the board has considered is the conditional
and non-binding proposal from Crescent Capital (private
equity manager of Metro competitor Viridian) to acquire the
company. Directors have maintained positive engagement
with Cresent, but there remains no executable transaction
to consider or put in front of shareholders. As previously
announced, their proposal is highly conditional and uncertain.
It includes conditions relating to bank finance, due diligence
(by a competitor) and Commerce Commission approval. And
notwithstanding an expressed price of $0.08 per share, it is
all indicative only and until completion their indicative price is
subject to change.
Notwithstanding that this recapitalisation proposal comes with
uncertainties and potential negatives, it is the only executable
set of transactions that will recapitalise Metro.
Should this recapitalisation proposal not proceed, Metro would
have to request a further extension from its banking syndicate
past current expiry of 30 September. This is not certain and
if it were achieved, Metro would remain over indebted and in
need of capital. Any subsequent attempts to raise capital would
highly likely be on terms/pricing that are materially worse than
the proposed recapitalisation.
A final notable factor is Grant Samuel’s independent appraisal
summarised as follows:
• Material uncertainty exists for Metro to continue as a going
concern and concludes that the proposed recapitalisation
will improve the financial position of Metro and Metro’s
ability to conduct its business efficiently.
• These and other benefits need to be weighed against the
dilutionary impact on shareholders and the fact Amari will
become the majority shareholder of Metro if the proposed
recapitalisation is implemented.
• There are currently no viable alternatives that would
provide Metro with the minimum capital required under
the conditional agreement for a new three-year facility
with a member of its bank syndicate. Grant Samuel also
concludes that the terms and conditions of the proposed
issue of shares to Simon Bennett and Pramod Khatri are
fair to all shareholders.
In summary and taking all of the above factors into account,
I and the other directors believe the positives associated
with the proposed recapitalisation well-outweigh the potential
negatives and uncertainties, and we strongly recommend you
vote in favour of the resolutions required to complete it.
Your vote is important. I strongly encourage you to read this
Notice of Meeting carefully and exercise your right to vote on
this important matter.
On behalf of directors, I would like to sincerely thank
shareholders for their support as we seek to turnaround
Metro’s fortunes. I very much hope you participate in the
Special Shareholders’ Meeting and look forward to answering
any questions you have.
Yours sincerely,
Shawn Beck
Independent Chair, Metro Performance Glass Limited
5Notice of Meeting

3. SUMMARY THE PROPOSED
RECAPITALISATION
Outline of the Proposed Recapitalisation
The Proposed Recapitalisation involves both a Rights Offer
to existing Shareholders and a Top-up Placement to a new
majority investor. These are explained below.
• Rights Offer: a $8.9m renounceable rights issue to existing
Eligible Shareholders, who will be granted a renounceable
right (Right) to subscribe for 1.6 new Shares at $0.03
for every 1 existing Share held (Rights Offer). Eligible
Shareholders that do not wish to take up all or some of
their Rights may be able to sell Rights they have not taken
up, if there is a buyer for those Rights. Eligible Shareholders
who take up their Rights in full will be entitled to apply for
additional new Shares under an Oversubscription Facility, up
to a maximum amount of additional new Shares equal to the
greater of 100% of their Rights entitlement or $25,000.
• Top-up Placement: a placement to Metals Australia Pty
Ltd (Amari) at $0.03 per Share of at least $6.1m such
that it will own a 51% shareholding in Metro immediately
following completion of the Proposed Recapitalisation
(Top-up Placement).
The Rights Offer and Top-up Placement are together referred
to as the Proposed Recapitalisation.
If successful, the Proposed Recapitalisation will raise
between $15 million and $24 million, depending on the level
of subscription in the Rights Offer.
Commitments from wholesale investors
Metro has received prior commitments from approximately ten
wholesale investors to subscribe for any shortfall of Shares not
taken up by existing Eligible Shareholders through participation
in the Rights Offer (Shortfall Shares). Two of those investors
are Metro’s Executive Director Simon Bennett and Independent
Director Pramod Khatri, who have personally committed
to subscribe for up to $1 million and $200,000 of Shortfall
Shares respectively.
Agreement with Amari
Metro has also reached agreement with a new majority
investor, Amari Metals Australia Pty Ltd (Amari). Amari has
agreed to subscribe for 51% of the total Shares on issue.
That will be effected by:
• Amari underwriting Shortfall Shares not taken up by
the wholesale investors under their commitments with
Metro; and
• after allocations under the Rights Offer have been
completed, Amari subscribing for further new Shares
at the Issue Price so that it reaches a 51% shareholding
in Metro, under the Top-up Placement.
Dilutionary impact
The impact of the Top-up Placement will cause most
Shareholders to have their shareholding diluted. This is despite
the fact that Eligible Shareholders who take up their Rights in
full will have the option to subscribe for more than their pro
rata entitlement under the Oversubscription Facility (up to a
maximum amount). The extent of dilution for each Shareholder
will depend on their and other Shareholders’ participation in
the Rights Offer.
More information regarding how the Proposed Recapitalisation
could impact a Shareholder’s shareholding, including worked
examples, is contained in Section 5(b) of this Notice of Meeting
under the heading “Dilutionary Impact”.
A new majority shareholder
On completion of the Proposed Recapitalisation, Amari
will have a majority shareholding in Metro and will appoint a
director to Metro’s Board. Amari is a privately-owned company
operating a network of specialised metals distribution brands
across Australia. It supplies high-quality semi-finished metal
materials, including stainless steel, aluminium, and copper, to
diverse industries such as construction, infrastructure, mining,
manufacturing, and agriculture. For more information, see
Section 5 under the heading “Amari as a majority shareholder”.
Amari’s commitment to provide a meaningful investment in
Metro is central to Metro’s ability to execute the Proposed
Recapitalisation, including paying down debt and refinancing.
Without Amari’s commitment, the Metro Board would not
be confident that Metro could raise the required level of
equity capital.
Initially, it is proposed that Amari appoint one director to
the Board. Amari may appoint a second director, but has
indicated it does not intend to do so in the short term. As a
majority shareholder, Amari will be able to carry or reject any
ordinary resolution, including to appoint additional directors
to, or remove any director from, the Board. This includes the
appointment and removal of independent directors, although
Metro will continue to be required to maintain at least two
independent directors under the NZX Listing Rules. Amari will
also have a major influence over any special resolution (which
require approval of at least 75% of Shareholders entitled to
vote and voting).
There are other potential consequences of Amari being a
51% shareholder, including that Amari will likely be able to
determine the outcome of any takeover and be allowed to
increase its percentage shareholding in Metro by ‘creeping’
up to 5% each year under the Takeovers Code.
6Notice of Meeting

New bank facility
Metro has also completed a binding conditional agreement
with one of its bank syndicate members for a new three-year
facility, on the same pricing as its current facility, and on terms
that provide Metro with a platform to achieve its plans over
that period. This refinancing is conditional on a minimum of
$15 million being raised through the Proposed Recapitalisation.
Metro has agreed with its bank syndicate an extension to
its current facilities to 30 September 2025, to complete the
Proposed Recapitalisation, if approved by Shareholders.
The Proposed Recapitalisation greatly enhances
the outlook for Metro’s future performance
Metro has faced a number of challenges over the last few
years, including a significant and prolonged decline in building
activity which drives the majority of demand for Metro’s
products. Board and management have worked hard to reduce
costs, improve production efficiency and increase service levels
to restore profitability in this challenging market.
Reducing debt is a key focus of the Board. The Proposed
Recapitalisation is expected to result in Metro’s net debt falling
from $60.6 million as at 31 March 2025 to a forecast level of
$27 – 37 million as at 31 March 2026, depending on the amount
of capital raised. The decrease in expected net debt is assisted
by debt forgiveness of $10 million agreed with Metro’s existing
bank syndicate to support the Proposed Recapitalisation,
which will only be received if the Proposed Recapitalisation is
successful by raising at least $15 million.
Metro’s bank syndicate have been very supportive while the
past and current Board have sought a solution, including
granting the time extensions and covenant relief to allow the
Board to develop and complete the Proposed Recapitalisation.
If the Resolutions proposed in this Notice of Meeting are not
approved, Metro would need to find another way to extend
or repay its debt. There is no certainty that Metro’s bank
syndicate would agree to a further extension to Metro’s bank
facility. If the Proposed Recapitalisation is not executed,
the bank syndicate could take action to accelerate the
enforcement of its rights, which could result in insolvency.
Any such action would likely have significant damaging effects
on Metro’s standing in the glass market and on its financial
performance and share value. If no enforcement action was
taken, Metro would remain under capitalised and would likely
still need to raise equity capital. The Board considers it highly
probable that the terms and pricing of any such future capital
raise would be significantly worse for Metro shareholders than
the Proposed Recapitalisation.
Many options were pursued, but no other executable
options are available
The Board has pursued a range of options to raise capital,
reduce debt and/or refinance Metro’s debt facilities.
Between February 2023 and May 2024, the Board actively
investigated the sale of Metro’s Australian subsidiary,
Australian Glass Group. That led to detailed discussions
with a preferred party, but ultimately the Board reached
the view that progressing with the sale would not be in the
best interests of Metro or its Shareholders. In May 2024, the
Board announced it remained open to all options, but that
its then-current intention was to retain its investment in
Australian Glass Group, as a sale of that business would not
have remediated the balance sheet structure, and progress
a capital raise to reduce Metro’s debt level.
The Board has also pursued various discussions with parties
potentially interested in acquiring or obtaining control of
Metro. Despite the Board’s efforts, none of these discussions
have resulted in a firm proposal that could be brought
to Shareholders.
The previous Board pursued discussions with a consortium
led by two Shareholders, Takutai Limited (Takutai) and Masfen
Securities Limited (Masfen), following Metro’s receipt of
an unsolicited, non-binding, indicative proposal from that
consortium in July 2023. The consortium came to an end in mid-
2024, when Mafsen and Takutai terminated their Co-operation
Deed, and there is no active proposal from the consortium.
In September 2024, the Board announced it had entered into
terms sheets with Cowes Bay Group Pty Ltd (Cowes Bay),
under which Cowes Bay would become a Metro Shareholder
through a placement of new Shares, provide a commitment to
invest further capital in Metro’s planned equity capital raise
and become Metro’s main lender. In December 2024, the Board
announced discussions with Cowes Bay were at an end, as the
parties had been unable to reach agreement on key final terms.
The Board also investigated and discussed other capital raise
solutions with a range of potential investors. However, none of
these discussions resulted in an agreement being reached.
As previously announced, on 17 December 2024 the Board
received a highly conditional, non-binding proposal from a party
managed by Crescent Capital Partners to acquire 100% of
Metro Shares at $0.08 per Share. As announced in February
2025, the Board assessed the proposal, but determined it
was highly unlikely to result in an executable transaction for
Shareholders, including because:
• the proposal was highly conditional, and was subject to
significant conditions including due diligence, finance and
Commerce Commission approval;
• having carefully considered the legal position and obtained
external advice, the Board considered it unlikely the
Commerce Commission would approve a combination of
Metro and Viridian Glass; and
• the Board considered the combination of a lengthy and
costly process, management and Board distraction
and strategic pause posed material risks to Metro and
Shareholders.
This view has not changed. Crescent Capital Partners (through
Viridian NZ BidCo Limited) has since sought Commerce
Commission approval for its proposed acquisition of Metro.
The Commerce Commission has stated that it has identified
potential adverse competitive effects arising from a loss
of competition between Viridian and Metro. It released a
Statement of Issues relating to Viridian’s clearance application,
in which it outlines the potential competition issues identified
following its initial investigation, and has sought submissions
from Viridian, Metro and other interested parties.
There is no certainty Crescent Capital Partners will be
granted clearance to acquire Metro. Even if it was granted
clearance, there is no certainty Crescent Capital Partners
will present a formal, executable offer. The Board’s assessment
continues to be that it is unlikely that the Commerce
Commission will approve a combination of Metro and Viridian
Glass. The publication of the Statement of Issues by the
Commerce Commission has not caused the Board to change
its assessment.
7Notice of Meeting

The Commerce Commission will not release its final decision
on the clearance application until 20 October 2025. This post-
dates the expiry of Metro’s existing facility extension, on 30
September 2025. As noted above, there is no certainty Metro
could secure a further extension.
Given the need to address Metro’s debt position before the
expiry of the current extension to its bank facility, and the
high level of uncertainty that a formal, executable offer will
be made, the Board believes the Proposed Recapitalisation
is in the best interests of Shareholders, particularly given
the potential for the Metro share price to recover should
its New Zealand turnaround be successful and a general
market improvement occur.
Should any party present an executable transaction which
was assessed to be of potential benefit to Shareholders,
the Board’s policy remains, to the extent possible, to give
Shareholders the opportunity to consider any such transaction.
The Resolutions
There are three interconnected Resolutions that are each
required to be passed by way of an ordinary resolution to
approve the Proposed Recapitalisation. They relate to:
• approval under rule 7(d) of the Takeovers Code for Amari to
acquire greater than 20% of the Shares;
• approval under NZX Listing Rule 4.2.1 for the issue of Shares
under the Proposed Recapitalisation; and
• approval under NZX Listing Rule 5.2.1 for the issue of Shares
to Simon Bennett and Pramod Khatri as related parties
of Metro.
The Board commissioned an Independent Report from Grant
Samuel for Shareholders, to support their consideration of
the Resolutions.
The Independent Report by Grant Samuel acknowledges that
material uncertainty exists for Metro to continue as a going
concern and concludes that the Proposed Recapitalisation will
improve the financial position of Metro and Metro’s ability to
conduct its business efficiently. These and other benefits need
to be weighed against the dilutionary impact on Shareholders
and the fact Amari will become the controlling shareholder of
Metro if the Proposed Recapitalisation is implemented.
Grant Samuel concludes that there are currently no viable
alternatives that would provide Metro with the minimum capital
required under the conditional agreement for a new three-year
facility with a member of its bank syndicate. Grant Samuel also
concludes that the terms and conditions of the proposed issue
of Shares to Simon Bennett and Pramod Khatri are fair to
all Shareholders.
These are only some of the conclusions reached in the
Independent Report. Shareholders should read the
Independent Report attached as Appendix 2.
Recommendation of the Metro Board
The Board fully supports the Proposed Recapitalisation and
unanimously recommends that Shareholders vote in favour
of the Resolutions being put forward.
8Notice of Meeting

4. FREQUENTLY ASKED
QUESTIONS
QUESTIONQUESTIONANSWERANSWERMORE INFORMATIONMORE INFORMATION
The Proposed Recapitalisation
What am I being asked to consider?You are being asked to consider whether you support the
Proposed Recapitalisation, including Amari acquiring a 51%
stake in Metro and Simon Bennett and Pramod Khatri’s
participation. To make this decision, you should read this
Notice of Meeting (including the Independent Report) and
seek advice if you have any questions.
Read this Notice of Meeting
and the Independent Report
in Appendix 2.
What does the Board recommend?The Board fully supports the Proposed Recapitalisation
outlined in this Notice of Meeting and unanimously
recommends that Shareholders vote in favour of the
Proposed Recapitalisation. As noted above, two Board
members have committed to subscribe for Shortfall Shares.
See Section 5 “The Proposed
Recapitalisation” for
more detail.
Is there an independent
advisor’s report?
Yes. The Board commissioned the Independent Report from
Grant Samuel.
See the Independent Report
in Appendix 2.
What is required for the Proposed
Recapitalisation to proceed?
For the Proposed Recapitalisation to proceed, it is
necessary that Shareholders approve the three Resolutions
relating to the Proposed Recapitalisation by way of ordinary
(greater than 50% of those Shares entitled to vote and
voting) resolution.
See Section 5 “The Proposed
Recapitalisation”, Section
5(c) “Details of the Proposed
Recapitalisation” and
Section 7 “Explanatory Note”
for more detail.
Process
Where will the Special Shareholders’
Meeting be held?
The Special Shareholders’ Meeting will be held at 3.00pm
(NZST) on 26 August 2025 at MUFG Pension & Market
Services, Level 30, PwC Tower, 15 Customs Street West,
Auckland and online at www.virtualmeeting.co.nz/mpgsm25
See Section 6 “Notice
of Special Meeting
of Shareholders” for
more detail.
Is anything else being considered at
the Special Shareholders’ Meeting?
Other than the Resolutions relating to the Proposed
Recapitalisation, there will be no matters for Shareholders
to consider or vote on.
See Section 6 “Notice
of Special Meeting
of Shareholders” for
more detail.
When will the result of the Special
Shareholders’ Meeting be known?
As soon as the results are available, Metro will announce
them via the NZX and ASX.
Not applicable.
9Notice of Meeting

QUESTIONQUESTIONANSWERANSWERMORE INFORMATIONMORE INFORMATION
How do I vote if I am not
able to attend the Special
Shareholders’ Meeting?
You can exercise your right to vote at the Special
Shareholders’ Meeting in two ways.
You can attend the meeting and vote, in person or online.
Alternatively, you can appoint a proxy to attend and vote
in your place. A Voting/Proxy Form is enclosed with this
Notice of Meeting.
If you wish to vote by proxy, you must complete the Voting/
Proxy Form and ensure it is received by no later than
3.00pm (NZST) on 24 August 2025.
If you do not wish to attend the meeting and vote (in person
or online) or to appoint a proxy to attend and vote in your
place, you can lodge a postal vote.
You can also lodge your proxy appointment or postal
vote online.
See Section 6 “Notice
of Special Shareholders’
Meeting” and the Voting/
Proxy Form accompanying
this Notice of Meeting for
more detail.
Why is my vote important?The Resolutions relating to the Proposed Recapitalisation
require the approval of an ordinary (greater than 50% of
those shares entitled to vote and voting) resolution.
See Section 5 “The Proposed
Recapitalisation” for
more detail.
Post Resolutions
What happens if the Proposed
Recapitalisation is not approved?
The Proposed Recapitalisation will not proceed and Metro
will need to find another option to refinance or repay its
debt or extend its debt terms. Not being able to agree an
extension could cause the bank syndicate to take action
to accelerate the enforcement of their rights, which
could result in insolvency. Any such action would likely
have significant damaging effects on Metro’s standing
in the glass market and on its financial performance and
share value.
See Section 5(e)
“Metro if the Proposed
Recapitalisation does not
proceed” for more detail.
10Notice of Meeting

5. THE PROPOSED
RECAPITALISATION
(a) Background to the Proposed Recapitalisation
Metro currently operates in the glass processing and
installation sectors in New Zealand, under the Metro
Performance Glass business, and in glass processing in
Australia, under the Australian Glass Group business. In the
year to 31 March 2025, Metro generated $134 million of
revenue from its New Zealand operations and $80 million
from its operations in Australia. As at the date of this
Notice of Meeting, Metro had a market capitalisation of
approximately $9 million.
Metro’s primary business is the manufacture of double glazed
glass units which it supplies to aluminium window fabricators
for installation into new or renovated houses, and therefore
demand for its products is closely linked to building activity
in both New Zealand and Australia. Metro estimates it has an
approximate 30% share of the market for residential supply
to New Zealand window manufacturers, and approximately
17% in the New South Wales, Victoria and Tasmanian markets
it services in Australia. Metro also processes and installs a
large range of laminated, toughened and other single glass
solutions for the New Zealand residential and commercial
construction sectors.
A sustained period of reduced building activity, the entry of
a new competitor in the New Zealand market in 2020 and a
delayed response to cost cutting in response to low activity
levels saw Metro’s profitability and market value decline over
the past two to three years. As a result, Metro has higher
debt levels than it and its bank syndicate desire and this has
impacted the perception of Metro with customers, suppliers
and employees as well as being a major distraction for the
Board and management.
The Board has pursued a range of options to raise capital,
reduce debt and/or refinance Metro’s debt facilities.
Between February 2023 and May 2024, the Board actively
investigated the sale of Metro’s Australian subsidiary,
Australian Glass Group. That led to detailed discussions with a
preferred party, but ultimately the Board reached the view that
progressing would not be in the best interests of Metro or its
Shareholders. In May 2024, the Board announced it remained
open to all options, but that its then-current intention was to
retain its investment in Australian Glass Group, and a sale of
that business would not have remediated the balance sheet
structure, and progress a capital raise to reduce its debt level.
The Board has also pursued various discussions with parties
potentially interested in acquiring or obtaining control of
Metro. Despite the Board’s efforts, none of these discussions
have resulted in a firm proposal that could be brought
to Shareholders.
The previous Board pursued discussions with a consortium led
by two Shareholders, Takutai Limited and Masfen Securities
Limited, following Metro’s receipt of an unsolicited, non-binding,
indicative proposal from that consortium in July 2023. The
consortium came to an end in mid-2024 when Masfen and
Takutai terminated their Co-operation Deed, and there is no
active proposal from the consortium.
In May 2024, the Board announced it remained open to all
options, but that its then-current intention was to retain its
investment in Australian Glass Group and progress a capital
raise to reduce its debt level.
In September 2024, the Board announced it had entered into
term sheets with Cowes Bay Group Pty Ltd (Cowes Bay), under
which Cowes Bay would become a Metro Shareholder through
a placement of new Shares, provide a commitment to invest
further capital in Metro’s planned equity capital raise and
become Metro’s main lender. In December 2024, the Board
announced discussions with Cowes Bay were at an end, as the
parties had been unable to reach agreement on key final terms.
The Board also investigated and discussed other capital raise
solutions with a range of potential investors. However, none of
these discussions resulted in an agreement being reached.
As previously announced, on 17 December 2024 the Board
received a highly conditional, non-binding proposal from a party
managed by Crescent Capital Partners to acquire 100% of
Metro Shares at $0.08c per Share. As announced in February
2025, the Board had assessed the proposal, but determined
it was highly unlikely to result in an executable transaction for
Shareholders, including because:
• the proposal was highly conditional, and was subject to
significant conditions including due diligence, finance and
Commerce Commission approval;
Metroglass’ Net Debt and Market
Value of Equity Over Time
Net Debt
Market Value of Equity
Mar-25Mar-24Mar-23Mar-22Mar-21
48.0
52.3
60.1
53.0
60.6
69.5
55.6
31.7
19.3
10.6
11Notice of Meeting

• having carefully considered the legal position and obtained
external advice, the Board considered it unlikely the
Commerce Commission will approve a combination of
Metro and Viridian Glass; and
• the Board considered the combination of a lengthy and
costly process, management and Board distraction
and strategic pause posed material risks to Metro
and shareholders.
This view has not changed. Crescent Capital Partners (through
Viridian NZ BidCo Limited) has since sought Commerce
Commission approval for its proposed acquisition of Metro.
The Commerce Commission has stated that it has identified
potential adverse competitive effects arising from a loss
of competition between Viridian and Metro. It released a
Statement of Issues relating to Viridian’s clearance application,
in which it outlines the potential competition issues identified,
following its initial investigation. It has sought submissions from
Viridian, Metro and other interested parties.
There is no certainty Crescent Capital Partners will be granted
clearance to acquire Metro. Even if it was granted clearance,
there is no certainty Crescent Capital Partners will present
a formal, executable offer. The Board’s assessment continues
to be that it is unlikely that the Commerce Commission will
approve a combination of Metro and Viridian Glass. The
publication of the Statement of Issues by the Commerce
Commission has not caused the Board to change
its assessment.
The Commerce Commission will not release its final decision
on the clearance application until 20 October 2025. This
post-dates the expiry of Metro’s existing facility extension,
on 30 September 2025. As already noted, there is no certainty
Metro could secure a further extension.
Given the need to address its debt position before then and
the high level of uncertainty that a formal, executable offer
will be made, the Board believes the Proposed Recapitalisation
is in the best interests of Shareholders, particularly given
the potential for the Metro share price to recover should its
New Zealand turnaround be successful and a general market
improvement occur.
(b) Description of the Proposed Recapitalisation
Overview of the Proposed Recapitalisation
• The Proposed Recapitalisation involves:
–Rights Offer: a $8.9m renounceable rights issue to
existing eligible Shareholders. Eligible Shareholders will
be granted a renounceable right (Right) to subscribe
for 1.6 new Shares at $0.03 for every 1 existing Share
held. Eligible Shareholders that do not wish to take up all
or some of their Rights may be able to sell Rights they
have not taken up, if there is a buyer for those Rights.
Eligible Shareholders who take up their Rights in full will
be entitled to apply for additional new Shares under an
Oversubscription Facility, up to a maximum amount of
additional new Shares equal to the greater of 100% of
their Rights entitlement or $25,000.
–Top-up Placement: a placement to Amari at $0.03 per
share of at least $6.1m such that it will own a 51%
shareholding in Metro immediately following completion
of the Proposed Recapitalisation.
Issue Price
The Issue Price for the Rights Offer and Top-up Placement is
$0.03 per Share.
This represents a discount of 41% to Metro’s closing price
on 30 June 2025 of $0.051 per Share and a discount to the
valuation in the Independent Report in Appendix 2.
Shareholders should refer to Sections 5.3.2 – 5.3.4 of the
Independent Report for further information regarding the
Issue Price.
Size of the Proposed Recapitalisation
If successful, the Proposed Recapitalisation will raise between
$15 million and $24 million depending on the level of subscription
in the Rights Offer.
The maximum number of new Shares that could be issued
under the Proposed Recapitalisation is 798.3 million. The actual
number of new Shares that will be issued under the Proposed
Recapitalisation will depend on the level of subscription in the
Rights Offer.
Indicative timeline for the Proposed Recapitalisation
If the Resolutions are approved by Shareholders, the expected
timeline for the Proposed Recapitalisation is set out in the
table below.
EventEventDateDate
Record Date for the Rights Offer7:00pm (NZST),
28 August 2025
Opening Date for the Rights Offer1 September 2025
Rights trading closes5 September 2025
Closing Date for the Rights Offer12 September 2025
Announcement of the results of
the Proposed Recapitalisation
16 September 2025
Settlement on NZX (for shares
issued under Rights Offer and
Top-up Placement)
19 September 2025
Allotment and Quotation Date on
NZX and ASX
19 September 2025
Latest Refund Date for scaling of
oversubscriptions (if any)
By 26 September 2025
Rights Offer
The Rights Offer is intended to open on 1 September 2025,
provided approval of the Resolutions is received.
The Rights Offer will seek to raise approximately $8.9 million
by granting a Right to Eligible Shareholders to subscribe for
1.6 new Shares for every existing Share held. Based on the
entitlement ratio, Rights to buy up to 296,604,938 new Shares
(subject to rounding) at $0.03 per Share will be granted under
the Rights Offer.
12Notice of Meeting

Rights trading
The Rights are expected to be tradeable on the NZX once
the offer is open, so existing Shareholders may have the
opportunity to sell their Rights should they not wish to take up
some of all of their Rights. Similarly, other parties interested in
participating in the Rights Offer may have the opportunity to
buy Rights and subscribe for new Shares. There is no guarantee
there will be buyers for the Rights on NZX, and Shareholders
may, accordingly, be unable to sell some or all of their Rights.
Oversubscription Facility
Eligible Shareholders who have taken up 100% of their Rights
will be eligible to apply for further new Shares under the
Oversubscription Facility, up to 100% of their entitlement
amount, or $25,000 of Shares, whichever is greater.
The total number of Shares available under the
Oversubscription Facility will be the number of Shares
available under the Rights Offer for which Metro did not
receive a valid application by the closing date for the
Rights Offer i.e. new Shares not taken up by Shareholders’
subscriptions under the Rights Offer.
Shareholders’ subscriptions for further new Shares under the
Oversubscription Facility are subject to scaling and compliance
with applicable laws and regulations.
Please refer to the worked examples below under the heading
“Dilutionary Impact” showing the different potential scenarios
and dilutionary impact for a shareholder holding 100,000
Shares, depending on their participation in the Rights Offer
and Oversubscription Facility.
Binding commitments from wholesale investors
Metro has received binding commitments of $5.06 million
from a number of wholesale investors, including Directors
Simon Bennett and Pramod Khatri, to subscribe for any
Shares remaining in the Oversubscription Facility following
the fulfilment of oversubscriptions by Shareholders
(Shortfall Shares).
Shortfall Shares will be allocated pro rata to these wholesale
investors based on their respective commitment levels. Any
Shortfall Shares remaining after the fulfilment of wholesale
investors’ commitments will be allocated to Amari.
The level of commitments from wholesale investors, together
with Amari’s commitment, is sufficient to ensure that the
minimum required amount of $15 million will be raised under
the Rights Offer and Top-up Placement.
Full terms of the Rights Offer have been released on the NZX,
together with this Notice of Meeting.
Top-up Placement
The Top-up Placement will be completed at the same time as
completion of the Rights Offer. The Top-up Placement consists
of a placement to Amari at $0.03 per Share such that it will own
a 51% shareholding in Metro immediately following completion
of the Proposed Recapitalisation.
The ultimate number of Shares placed to Amari under the
Top-up Placement will depend on the level of subscription
under the Rights Offer and how many Shortfall Shares Amari
is required to subscribe for to reach a 51% shareholding. If
Amari is required to subscribe for no Shortfall Shares and
the full $8.9 million is raised from Shareholders and the other
wholesale investors, the Top-up Placement will be approximately
501.7 million Shares, to ensure Amari reaches a shareholding of
51% in Metro, and the Top-up Placement will raise approximately
$15 million.
The table below demonstrates how the amount of capital raised
may change based on the level of subscription under the Rights
Offer, using three example levels.
Illustrative Outcomes of the Proposed Recapitalisation
$ raised$ raised
Low Low
Rights Rights
Offer Take Offer Take
UpUp
Mid-case Mid-case
Rights Rights
Offer Take Offer Take
UpUp
High High
Rights Rights
Offer Take Offer Take
UpUp
Rights Take Up –
Existing Investors*
–$3.0m$8.9m
Shortfall Shares -
Wholesale investor
Commitments**
$5.1m$5.1m–
Shortfall Shares –
Amari Underwrite
$3.8m$0.8m–
Top-up Placement to
Amari
$7.2m$13.3m$15.0m
Total Amount Raised$16.1m$22.2m$23.9m
* Includes oversubscription amounts ** Binding commitments of $5.06
million have been received, which is above the $4.5m required from non-
Amari investors to ensure that a minimum raise size of $15 million is met.
Therefore, more than $15m is raised even under a low subscription level.
Issue Price Paid by Amari
Amari will pay the same Issue Price of $0.03 per Share as
Shareholders under the Rights Offer. This is the price the
Board was able to negotiate with Amari in order to secure
its investment in Metro in order to support the Proposed
Recapitalisation. This means that Amari will acquire a majority
stake in Metro without paying a premium for control. Further,
at $0.03 per Share, the Issue Price is a discount to Metro’s
market price and the bottom of the valuation range in the
Independent Report.
The Board considers that Amari’s commitment to invest
in Metro is very important in ensuring confidence in the
successful outcome of the Proposed Recapitalisation, if
approved by Shareholders. Without Amari’s commitment, there
would be no confidence that Metro would raise the minimum
$15 million required to pay down debt, refinance its facilities
and benefit from the $10 million debt forgiveness agreed with
its banking syndicate (discussed further below).
Further, the Board is conscious Amari will not enjoy the
benefits associated with control, given Metro’s continued
status as an NZX listed company. The Board will continue to
be required to act in the best interests of Metro and include
independent directors, and transactions with related parties
will be regulated.
In this context, the investment by Amari at $0.03 per
Share represents part of the transaction that was able
to be negotiated with Amari. The Board considers that the
Proposed Recapitalisation is the only executable transaction.
Shareholders should refer to Section 5.3.3 of the Independent
Report at Appendix 2 for further information regarding the
absence of a control premium.
13Notice of Meeting

Dilutionary Impact
Metro currently has approximately 185 million Shares on issue.
Under the Proposed Recapitalisation, between 500 million and
798 million new Shares will be issued. The dilutionary impact of
the Proposed Recapitalisation on a Shareholder will depend
on the extent of that Shareholder’s and other Shareholders’
participation in the Rights Offer.
As noted above, under the Rights Offer, existing Shareholders
will be granted Rights to acquire new Shares. Eligible
Shareholders who take up their Rights in full will have the
opportunity to acquire additional new Shares above their
entitlement by subscribing for new Shares under the
Oversubscription Facility.
If a Shareholder did not exercise, or sold, their Rights, their
percentage shareholding in Metro would be significantly
diluted as a result of the Proposed Recapitalisation.
The Top-up Placement will occur on completion of the Rights
Offer and will involve new Shares being issued to Amari to
ensure that it reaches a 51% shareholding in Metro.
As a result, most Shareholders’ percentage holding in Metro will
reduce following completion of the Top-up Placement, even if
they took up their Rights in full.
The table below shows the potential dilutionary impact of the
Proposed Recapitalisation on a hypothetical Shareholder who
holds 100,000 Shares, under different levels of Shareholder
participation in the Rights Offer, and in two scenarios (being
a Proposed Recapitalisation that raises $15 million and a
Proposed Recapitalisation that raises $23.9 million). It is
important to be aware that while a Shareholder’s percentage
shareholding decreases under the scenario where the
Proposed Recapitalisation raises the maximum amount of
capital, at any given Share price there is no change to the
value of the Shareholder’s shareholding no matter how much
is raised. The Shareholder will have “a smaller slice of a bigger
pie” under the maximum raise scenario, but the value of their
Shares at any given Share price will be the same.
Current:Current:
Post Proposed RecapitalisationPost Proposed Recapitalisation
No Participation
Pro Rata
Entitlement
Additional 100%
of Entitlement
under
Oversubscription
Facility
Maximum under
Oversubscription
Facility
Metro Shares owned100,000100,000260,000420,0001,093,333
$15m raised:
Metro Shares on Issue185,378,086685,378,086685,378,086685,378,086685,378,086
% of Metro owned0.05%0.01%0.04%0.06%0.16%
$23.9m raised:
Metro Shares on Issue185,378,086983,638,824983,638,824983,638,824983,638,824
% of Metro owned0.05%0.01%0.03%0.04%0.11%
Note: Assumes no scaling of oversubscriptions
Amari as a majority shareholder
On completion of the Proposed Recapitalisation, Amari will
become a majority shareholder of Metro.
Amari is a privately-owned company operating a network of
specialised metals distribution brands across Australia. It
supplies high-quality semi-finished metal materials, including
stainless steel, aluminium, and copper, to diverse industries
such as construction, infrastructure, mining, manufacturing,
and agriculture. In addition to its Australian operations, Amari
shares common ultimate ownership with three businesses
serving similar industries in the New Zealand market: Wakefield
Metals, NZ Tube Mills, and McKechnie Aluminium (which
includes the Omega Window Systems division). With a strong
commitment to reliability, operational excellence, and customer
satisfaction, it delivers tailored metal supply solutions to clients
across Australia and New Zealand.
Amari consider themselves long term investors and owners of
businesses and seek to work with management teams to deliver
value for all stakeholders. Their track record in the Australasian
metals sector demonstrates their ability to transform and
enhance business performance through focused strategies on
service quality, efficiency, and market expansion. Amari operates
under the ultimate parent company, Amari Australasia Holdings
Inc., based in the USA, which provides a stable foundation for its
regional activities.
Amari have stated that they are encouraged by Metro’s recent
emphasis on excellence, quality and competitiveness, which
mirror their own experience in business transformation, and
by recent legislative changes in residential energy efficiency
standards which should drive growth. By leveraging their
experience in similar industries they will aim to support Metro
in growing sales, improving cost structures and delivering
enhanced value to customers.
14Notice of Meeting

Amari will appoint a representative to Metro’s Board to
contribute to strategic oversight, while respecting Metro’s
status as a public company with an independent Board and
adherence to all corporate governance requirements. Amari
have noted they are supportive of the current Board and
management and see this investment as reflective of their
confidence in Metro’s potential.
As a majority shareholder, Amari will be able to carry or reject
any ordinary resolution, including to appoint additional directors
to, or remove any director from, the Board. This includes the
appointment and removal of independent directors, although
Metro will continue to be required to maintain at least two
independent directors under the NZX Listing Rules. Amari will
also have a major influence over any special resolution, which
require approval of at least 75% of Shareholders entitled to
vote and voting.
(c) Concessions from Existing Bank Syndicate
Metro has obtained concessions from its existing bank
syndicate to support the Proposed Recapitalisation and
refinancing, whereby, subject to raising at least $15 million,
the existing bank syndicate will forgive $10 million of debt.
This, alongside the Proposed Recapitalisation and cash
flow generated from operations, is expected to reduce
Metro’s net debt to a forecast level of $27 to 37 million
as at 31 March 2026.
(d) The New Bank Facility
Metro has entered into a binding conditional agreement with
one of its bank syndicate members for a new three-year
facility on the same pricing as its current facility and on terms
that provide Metro with a platform to achieve its plans over
that period. This agreement is conditional on the Proposed
Recapitalisation successfully completing.
The new banking facility contains agreed covenants with, in
Metro’s view, sufficient headroom over the next three years to
achieve Metro’s New Zealand turnaround plan, even if building
activity levels remain at subdued levels.
As noted above, the ability to obtain concessions from
its existing lenders, the extended facilities and the reset
of covenants to the agreed levels are only available to
Metro if the Resolutions are passed and the Proposed
Recapitalisation is successful.
(e) Use of Proceeds
Proceeds from the Proposed Recapitalisation will be used to
pay down Metro’s debt. If more than the minimum amount is
raised, this will provide the opportunity for Metro to explore
and pursue earnings growth opportunities that require capital.
(f) Metro after the Proposed Recapitalisation
Apart from the opportunities presented by a recapitalised
balance sheet, no change to the strategy of Metro or
its operations is expected as a result of the Proposed
Recapitalisation, with Metro still seeking to supply glass to
its customers from its existing sites. Metro will continue to
focus on increasing operating efficiency, maximising profitable
revenue and reducing costs to operate profitably at current
activity levels and to maximise the benefit from any rebound in
the building market if and when that occurs.
With a recapitalisation completed and new banking facilities in
place, Metro’s customers, suppliers and staff should have more
confidence in Metro’s ability to serve them, which is expected
to assist Metro’s performance. An improved capital position
will also enable Metro to pursue growth options that may arise
in the future, particularly in Australia. The Board is focused on
reaching a level of profitability and debt level that will enable a
return to paying dividends over time.
Financial Impact of the Proposed Recapitalisation
Proceeds from the Proposed Recapitalisation will be
between $15 million and $24 million, depending on the level of
subscription in the Rights Offer, which will be used to pay down
Metro’s existing debt. Following completion of the Proposed
Recapitalisation, Metro is expected to have net debt of
between $27m and $37m as at 31 March 2026, which would
correspond to an expected net debt to 2026 EBITDA ratio of
between 2.4x and 1.8x respectively.
Metro’s Forecast Net Debt and Leverage
Amount Raised:Amount Raised:$15 million raised$15 million raised$24 million raised$24 million raised
As at 31 March, $m
unless stated
FY26FY27FY26FY27
Net Debt36.724.027.514.2
EBITDA (see below)15.421.415.421.4
Net Debt / EBITDA2.4x1.1x1.8x0.7x
Outlook for Metro
The Board has made significant changes to Metro’s cost
structure to adapt to lower activity levels, including
streamlining of operations, reducing overhead and producing
more efficiently. Higher quality with lower reworks has also
reduced the overall cost of manufacture. While these changes
have only been implemented for a short time, Metro has
demonstrated improvements in both service and production
efficiency metrics, often despite lower volumes. Metro is also
beginning to see the benefits of increased demand for its
products in Australia as a result of building code changes.
15Notice of Meeting

The Board believes Metro’s investment and cost reduction in
New Zealand operations will see it continue to generate positive
cash flow, even if the depressed levels of building activity
remain for some time. Although no general market recovery has
been forecast in FY26, the business is well placed to rebound
its profitability when activity levels recover. Metro’s future
estimates are detailed below. These are highly dependent on
activity levels, particularly as Metro has a significant fixed cost
base (factory overheads, employee costs) and therefore small
changes in revenue can have a much larger impact on EBITDA,
EBIT and cash flows. Metro estimates approximately 69% of
any revenue change through volume movements is reflected
in earnings.
FY26FY26FY27FY27
Revenue226.0243.5
EBITDA15.421.4
EBIT6.011.8
Cash flows from operations*1.312.5
* Assumes $15 million is raised. Defined as trading cash flows less capital
expenditure and interest costs, but excludes one-off costs.
The key assumptions that form this forecast include:
• No significant changes in building market activity, pricing or
market share in New Zealand in FY26 reflecting the current
subdued trading conditions in New Zealand, with revenue
growth of approximately 3% driven largely by product mix
and some new customers. In FY27 New Zealand revenue
growth of 5% is forecast based on market growth and
prices increasing in line with inflation.
• Sales in Australia are forecast to increase primarily as a
result of increased penetration of double glazed units in
Victoria based on the previous experience in New South
Wales (where the building code changes were implemented
10 months earlier). A price increase announced in July is also
incorporated into the forecasts over FY26 and for a full year
of FY27. Revenue in Australia is expected to increase by 10%
in FY26 and 11% in FY27.
• Operating costs are expected to benefit from a full year
of the production efficiency and overhead cost reductions
already implemented, and further factory cost savings which
were fully implemented by the end of July 2025 are expected
to benefit from a full year of implementation in FY27. Further
cost saving initiatives across the network have also been
identified and assumed implemented in FY26.
• Capital expenditure is expected to remain at recent
historical levels.
• It is assumed there is no change to the building code
regulations with regards to thermal efficiency of windows
implemented in New Zealand in 2022, New South Wales in
2023 and Victoria in 2024.
• Proceeds from the Proposed Recapitalisation are assumed
to repay existing debt facilities or be held as cash.
• The FY26 forecast is based on three months’ year-to-date
trading to 30 June 2025 and the forecast for the remaining
nine months as prepared by Metro management and
approved by the Board.
Metroglass NZ – Key Operational Statistics
Improved service – DIFOT Improvement
50%
55%
60%
65%
70%
75%
80%
85%
90%
95%
100%
May 25Mar 25Jan 25Nov 24Sep 24Jul 24May 24Mar 24
NZ
CHCAKL
Improved production efficiency – DGUs per hour
0%
2%
4%
6%
8%
Feb25Dec24Oct24Aug24Jun24Apr24
Tot Qty/hr
Tot M2/hrLinear (Tot Qty/hr)Linear (Tot M2/hr)
Increased quality – internal reworks
0%
1%
2%
3%
4%
5%
6%
Jul 25Apr 25Jan 25Oct 24Jul 24Apr 24
AKL - IntCHC - Int
Increased quality – external reworks
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
Jul 25Apr 25Jan 25Oct 24Jul 24Apr 24
AKL - Ext
CHC - Ext
16Notice of Meeting

Governance – Board structure
As announced on 1 July 2025, upon completion of the Proposed
Recapitalisation, Metro will appoint Stephen Robertson, a
representative of Amari, to the board of Metro and will support
his re-election at Metro’s next annual shareholder’s meeting.
Metro has also agreed to procure:
• the appointment and support the re-election of a second
Amari representative to the Board, should Amari request
this, provided Amari continues to hold more than 40% of
Metro’s Shares on issue (Amari has confirmed to the Board
that it does not currently intend to procure the Board to
appoint a second director in the short term); and
• that the Board supports the re-election of any Amari-
nominated representative appointed to the Board on an
ongoing basis, provided Amari continues to hold at least
10% of Metro’s Shares on issue.
As announced on 11 March 2025, Steve Hamer, the current
CEO of Australian Glass Group, will join the Board as a non-
independent director on his retirement from his current role,
expected at the end of September 2025.
The Board also intends to appoint current Executive
Director Simon Bennett to a permanent position as
Managing Director of Metro and has instituted a process
to formalise this appointment.
No other changes to the Board or management are expected.
(g) Metro if the Proposed Recapitalisation
does not proceed
If the Proposed Recapitalisation does not proceed, Metro will
not raise any proceeds, will not obtain the concessions from its
bank syndicate and will not be able to enter into its new three-
year debt facility. Metro’s expected net debt would remain at
approximately $60 million, and its existing facility agreement
would expire on 30 September 2025.
Metro would need to quickly seek to extend or refinance this
facility. To date, Metro’s bank syndicate has been supportive
of the company and has granted extensions and covenant
waivers as required to assist Metro to develop and purse its
capital raising options. Therefore, it is possible that a further
extension could be agreed. However, there is no certainty
that this support will continue, particularly if there is no clear
path to raise capital. Not being able to agree an extension
could cause the bank syndicate to take action to accelerate
the enforcement of its rights, which could result in insolvency.
Any such action would likely have significant damaging effects
on Metro’s standing in the glass market and on its financial
performance and share value. If no enforcement action was
taken, Metro would remain under capitalised and would still
need to raise equity capital. The Board considers it is highly
probable that the terms and pricing of any such future capital
raise would be significantly worse for Shareholders than the
Proposed Recapitalisation.
Even if a facility extension is agreed, Metro still needs to reduce
its debt levels, and the failure of its Shareholders to support
the Proposed Recapitalisation is likely to result in it becoming
more difficult to secure new investors or raise capital in the
future. Other alternatives, such as a sale of the business, may be
possible. However, Metro would be in a weak negotiating position
and the outcome that could be achieved for Shareholders could
be significantly worse for Shareholders than those achieved for
Shareholders under the Proposed Recapitalisation.
(h) Key risks
Investments in shares, including Metro Shares as contemplated
by the Proposed Recapitalisation, have risks. The key risks
of investing in Metro Shares are outlined in the Investor
Presentation in relation to the Rights Offer, dated 11 August
2025, which will be delivered to Shareholders on 1 September
2025, and was released to the NZX on 11 August 2025.
The risks outlined below specifically relate to the key risks
identified in relation to the Resolutions to approve the
Proposed Recapitalisation. Further discussion of the risks
to Shareholders of the Proposed Recapitalisation are
considered in the Independent Report by Grant Samuel
included in Appendix 2.
(i) The Proposed Recapitalisation may not complete
Completion of the Proposed Recapitalisation is subject to
the fulfilment of certain conditions, including Shareholder
approval of the Resolutions outlined in Section 6 “Notice of
Special Shareholders’ Meeting”. If Shareholders do not approve
the Proposed Recapitalisation by approving the Resolutions,
or any of the conditions are not met or waived, the Proposed
Recapitalisation will not proceed.
If the Proposed Recapitalisation does not proceed, Metro’s
ability to extend its syndicated banking facilities currently in
place beyond the end of September 2025, when they are due to
expire, is uncertain. If Metro is not able to extend its syndicated
banking facilities, the business will be forced to seek alternative,
less preferred, sources of funding. Metro will also not raise
capital and therefore its debt will remain at a level the Board
considers is currently too high. A high debt level may continue
to impact Metro’s share price, its perception in the market and
potentially Shareholders’ ability to sell Shares. This is discussed
in further detail in Section 5(g) above.
(ii) Liquidity in Metro’s Shares may not increase as a result of
the Proposed Recapitalisation
Under the Proposed Recapitalisation, Metro will issue a large
amount of new Shares. However, depending on which parties
take up their Shares, and how many existing investors take
up their Rights, the majority of these Shares could be taken
up by large existing Shareholders, new investors that have
committed to take up Shortfall Shares, and Amari. As a result,
the Proposed Recapitalisation may not result in a significant
increase in liquidity or the ability for Shareholders to sell their
Shares should they wish.
(iii) Amari will become a majority shareholder with the ability to
control certain shareholder resolutions
On completion of the Proposed Recapitalisation, Amari will have
a majority shareholding in Metro and will appoint a director
to Metro’s Board. As a majority shareholder, Amari will be able
to carry or reject any ordinary resolution, including to appoint
additional directors (independent or non-independent) to, or
remove any director from, the Board (subject to the need to
maintain at least two independent directors), and will have
a major influence over any special resolution (which require
approval of at least 75% of Shareholders entitled to vote
and voting).
This may limit the ability of other Shareholders to influence the
governance of Metro through their shareholding.
There are other potential consequences of Amari being a 51%
shareholder, including that Amari will likely be able to determine
the outcome of any takeover and be allowed to further increase
17Notice of Meeting

its percentage shareholding in Metro by ‘creeping’ up to 5%
each year under the Takeovers Code.
(iv) Metro will still have a meaningful level of debt following
the Proposed Recapitalisation
The Proposed Recapitalisation will raise between $15 and
$24 million and the proceeds will be used to repay a portion
of Metro’s existing debt. The Proposed Recapitalisation will
also result in a further reduction in debt as a result of the
concessions obtained from Metro’s existing lenders. While
these will significantly reduce Metro’s debt level, Metro expects
to still have a net debt level of between $27 – $37 million
as at 31 March 2026. As Metro operates in a competitive
environment, and activity levels in the market are currently
challenging, there is still a risk that Metro may need to raise
more equity, or have difficulty in refinancing or servicing its
debt in the future.
(i) Summary of key terms applying to investors’
commitments to subscribe for Shares under the
Proposed Recapitalisation
Completion of Amari’s commitment to subscribe for Shares
under the Proposed Recapitalisation in the manner set out in
this Notice of Meeting is subject to the fulfilment of certain
conditions, including Shareholders approving the Resolutions,
there being no amendment to or termination of Metro’s
existing bank facility agreement and conditional agreement
for its new facility, Metro meeting the conditions under the
agreement for its new facility, and no Metro lender requiring
early repayment or exercising any security granted by Metro
or any of its subsidiaries.
There are limited circumstances in which Amari may terminate
its commitment to subscribe for Shares under the Proposed
Recapitalisation before completion of the Proposed
Recapitalisation, including if:
• any of the above conditions are not satisfied;
• Metro commits a material breach of its commitment
agreement with Amari which is incapable of remedy or which
is not remedied within the agreed time;
• Metro suffers a specified insolvency event;
• Metro ceases its primary business activities or all of its
business activities for 20 consecutive days;
• Metro breaches any representation or warranty given to
Amari in any respect which is, in Amari’s reasonable opinion,
materially adverse in the context of Metro or its business,
the Share price or the Proposed Recapitalisation;
• NZX delists Metro or announces an intention or initiates
steps to do so; or
• NZX suspends for more than 3 days, or announces an
intention to or initiates steps to, cease quotation of Metro’s
Shares on the NZX Main Board.
Wholesale investors’ binding commitments to subscribe for
Shortfall Shares are similarly subject to the fulfilment of
certain conditions, including Shareholders approving the
Resolutions, there being no amendment to or termination
of Metro’s existing bank facility agreement and conditional
agreement for its new facility, Metro meeting the conditions
under the agreement for its new facility, and no Metro
lender requiring early repayment or exercising any security
granted by Metro or any of its subsidiaries. Wholesale
investors’ commitments are also conditional on there being
no termination of the commitment agreement between Amari
and Metro and wholesale investors being satisfied with the
final terms of the Rights Offer (acting reasonably).
Metro has agreed to pay a 0.50% commitment fee to wholesale
investors who have given binding commitments to subscribe for
Shortfall Shares, other than Simon Bennett and Pramod Khatri.
See Section 5(g)(i) “The Proposed Recapitalisation may not
complete” for further detail on the risks if the Proposed
Recapitalisation does not complete.
18Notice of Meeting

6. NOTICE OF SPECIAL
SHAREHOLDERS’ MEETING
Dear Shareholder
We invite you to join us for a special meeting of Shareholders
(the Special Shareholders’ Meeting) of Metro Performance
Glass Limited
1
, to be held at:
• Location: MUFG Pension & Market Services, Level 30,
PwC Tower, 15 Customs Street West, Auckland.
• Date and time: 26 August 2025 at 3.00pm (NZST)
The Special Shareholders’ Meeting will be a hybrid meeting
to ensure that it is accessible and that Shareholders who
are not able to attend in person can still participate.
Online attendance at the Special Shareholders’ Meeting is
through www.virtualmeeting.co.nz/mpgsm25. To participate
online you will need your shareholder number for verification
purposes. Your shareholder number can be found on your
Voting/Proxy Form.
The business of the Special Shareholders’ Meeting will be
to consider and, if thought appropriate, pass the ordinary
resolutions set out below (the Resolutions).
Further information relating to the Resolutions is set out in
the Explanatory Notes in Section 7 of this Notice of Meeting.
Please read and consider the Resolutions together with the
Explanatory Notes.
BUSINESS OF THE SPECIAL SHAREHOLDERS
MEETING
1. Amari’s participation - Ordinary Resolution 1
To consider and, if thought appropriate, pass the following
ordinary resolution:
That, subject to Ordinary Resolutions 2 and 3 being
passed, the issuance of up to 501,655,800 Shares to
Amari Metals Australia Pty Ltd for $0.03 per Share
pursuant to the Proposed Recapitalisation where
such issue will cause Amari to become the holder and
controller of more than 20% of the voting rights in
Metro, as described in the Notice of Meeting dated
11 August 2025, be approved under Rule 7(d) of the
Takeovers Code.
This resolution requires approval as an ordinary resolution
under rule 7(d) of the Takeovers Code. See Explanatory Note 1 in
Section 7 “Explanatory Notes”.
2. Issue of Shares - Ordinary Resolution 2
To consider and, if thought appropriate, pass the following
ordinary resolution:
That, subject to Ordinary Resolutions 1 and 3 being
passed, the issuance of up to 798,260,738 Shares to
subscribers under the Proposed Recapitalisation for
$0.03 per Share, as described in the Notice of Meeting
dated 11 August 2025, be approved for all purposes,
including under NZX Listing Rule 4.2.1.
This resolution requires approval as an ordinary resolution
under NZX Listing Rule 4.2.1. See Explanatory Note 2 in
Section 7 “Explanatory Notes”.
3. Directors’ participation - Ordinary Resolution 3
To consider and, if thought appropriate, pass the following
ordinary resolution:
That, subject to Ordinary Resolutions 1 and 2 being
passed, the issuance of up to 33,333,333 Shares to
Simon Bennett and 6,666,667 Shares to Pramod Khatri
under the Proposed Recapitalisation for $0.03 per
Share, as described in the Notice of Meeting dated
11 August 2025, be approved for all purposes, including
under NZX Listing Rule 5.2.1.
This resolution requires approval as an ordinary resolution
under NZX Listing Rule 5.2.1. See Explanatory Note 3 in
Section 7 “Explanatory Notes”.
NOTES
1. Directors’ recommendation to approve the Resolutions
The Board supports fully the Proposed Recapitalisation and
unanimously recommends that Shareholders vote in favour
of the Resolutions.
The Board’s reasons for recommending this approval include:
• The Resolutions are interconnected, meaning the Proposed
Recapitalisation will not proceed if the Shareholders do not
approve any of the Resolutions.
• Metro’s debt levels have been unsustainably high.
• The Board pursued several options to raise capital and
refinance debt over an extended period, but no other
executable options arose.
• Proceeds from the Proposed Recapitalisation will be used to
pay down Metro’s debt. Metro’s existing bank syndicate has
agreed to provide debt forgiveness of $10 million to support
the Proposed Recapitalisation, which is conditional on the
Proposed Recapitalisation being successful, by raising at
least $15 million.
1. Metro Performance Glass Limited ARBN 600 486 646 and NZCN 5267882, a
company incorporated in New Zealand under the Companies Act 1993 (NZ).
19Notice of Meeting

• In the Board’s view, the Proposed Recapitalisation
represents the only executable outcome for Metro’s
Shareholders, particularly given the upcoming maturity of
Metro’s debt facilities and a need to reduce its debt levels.
• Reducing the level of debt and extending the term of
the debt is expected to reduce uncertainty for Metro’s
Shareholders, customers, suppliers and staff and give Metro
time to execute on its plans to improve profitability. This
would also allow Metro to assess and pursue attractive
opportunities to achieve earnings growth via investment.
• Amari is a successful long-term investor, and the Board is
confident Amari will provide valuable Board level input.
2. Voting intentions
At the date of this Notice of Meeting, Julia Mayne is a Director
of Metro who holds Shares. Julia has confirmed she intends to
vote in favour of the Resolutions.
3. Conclusion from Independent Report
Metro has commissioned Grant Samuel, as independent adviser,
to prepare the Independent Report on the merits of the
Proposed Recapitalisation.
Grant Samuel is independent of Metro, Amari, Simon Bennett
and Pramod Khatri, and has had no involvement with, or interest
in, the outcome of the Proposed Recapitalisation.  
Grant Samuel issued its Independent Adviser’s Report and
Appraisal Report to the non-associated Metro Directors, for
the benefit of the non-associated Shareholders, to assist them
in forming their own opinion on whether to vote for or against
ordinary Resolutions 1, 2 and 3.   
The Independent Report by Grant Samuel acknowledges that
material uncertainty exists for Metro to continue as a going
concern and concludes that the Proposed Recapitalisation will
improve the financial position of Metro and Metro’s ability to
conduct its business efficiently. These and other benefits need
to be weighed against the dilutionary impact on Shareholders
and the fact Amari will become the controlling shareholder of
Metro if the Proposed Recapitalisation is implemented.
Grant Samuel also concludes that there are currently no viable
alternatives that would provide Metro with the minimum capital
required under the conditional agreement for a new three-year
facility with its bank syndicate member. Grant Samuel also
concludes that the terms and conditions of the proposed issue
of Shares to Simon Bennett and Pramod Khatri are fair to all
Shareholders. These are only some of the conclusions reached
in the Independent Report, and the Board recommends that you
read the Independent Report attached as Appendix 2.
4. How to cast your vote
The Voting/Proxy Form included with this Notice of Meeting
allows you, or your proxy, to vote either for or against, or
abstain from voting on, each of the Resolutions. You may
cast your vote in one of two ways:
1. Attend the special 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/Proxy Form and return
it in accordance with the instructions on the Voting/Proxy
Form, so that in each case, your Voting/Proxy Form is received
by MUFG Pension & Market Services (NZ) Limited no later than
3.00pm (NZST) on Sunday, 24 August 2025.
Shareholders can elect to lodge their proxy appointment or
postal vote online at vote.cm.mpms.mufg.com/MPG. Shareholders
can either visit the website or use the QR code printed on the
Voting/Proxy 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 Special Shareholders’ Meeting
as your proxy if you wish. If you select a proxy to vote on your
behalf, and you confer on the proxy a discretion on the Voting/
Proxy 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. Discretionary proxies given to
persons disqualified from voting will not be valid. If you appoint
the Chair of the Special Shareholders’ Meeting as your proxy, but
do not direct the Chair how to vote on a Resolution, the Chair will
vote your shares in favour of that Resolution.
A proxy does not need to be a Shareholder.
5. Shareholder questions
Shareholders may submit written questions to be considered
at the Special Shareholders’ Meeting. Prior to the Special
Shareholders’ Meeting, written questions can be submitted
online at vote.cm.mpms.mufg.com/MPG or by using the Voting/
Proxy Form.
During the Special Shareholders’ Meeting, Shareholders
participating online can ask questions by clicking on the
‘Ask a question’ box on the online portal.
Metro 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 the Special
Shareholders’ Meeting.
6. 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 Investor Centre:
https://www.Metro.co.nz/investor-centre/.
7. Procedural notes
Voting entitlements for the Special Shareholders’ Meeting will
be determined as at 5.00pm (NZST) on Friday, 22 August 2025.
Shareholders at that time will be the only persons entitled to
vote at the Special Shareholders’ Meeting and only the shares
registered in those Shareholders’ names at that time may be
voted at the Special Shareholders’ Meeting.
The Resolutions 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 Special Shareholders’ Meeting and
will be notified on the NZX Main Board and the ASX.
On behalf of the Board
Shawn Beck
Independent Chair
20Notice of Meeting

7. EXPLANATORY
NOTE
Introduction
The Special Meeting of Shareholders of Metro is being called
for the purpose of considering Resolutions relating to the
Proposed Recapitalisation, including the issue of Shares to
Amari that will result in it reaching a 51% shareholding in Metro
and the participation of Metro’s Executive Director Simon
Bennett and Independent Director Pramod Khatri.
Independent Report
This Notice of Meeting is accompanied by an Independent
Report. The Independent Report is required for two reasons:
• it is required by Rules 16(h) and 18 of the Takeovers Code
because, as a result of the allotment of Shares, Amari will
become the holder and controller of 51% of the voting
rights in Metro. The Takeovers Code requires that, where
shareholders are being asked to give their approval under
Rule 7(d) of the Takeovers Code, the directors must obtain
a report from an independent advisor on the merits of the
proposed allotment having regard to the interests of those
persons who may vote to approve the allotment (which, in
this instance, is all of the Shareholders of Metro); and
• it is required by NZX Listing Rule 7.8.8(b), which requires
an appraisal report to be prepared for notices of meeting
to approve a related party transaction under NZX Listing
Rule 5.2.1.
NZX Listing Rules and the Takeovers Code
Metro is listed on the NZX Main Board and must comply with
the NZX Listings Rules and Takeovers Code. The NZX Listing
Rules and Takeovers Code contain specific requirements
that are relevant to the Resolutions contained in this Notice
of Meeting.
The implications of the NZX Listings Rules and Takeovers Code,
insofar as they relate to each Resolution, are addressed in the
Explanatory Notes to each Resolution.
Nature of Resolutions
The three Resolutions which are to be considered at the
meeting are all ordinary resolutions. An ordinary resolution
is a resolution passed by a simple majority of votes of Metro
Shareholders who are entitled to vote and are voting on
the Resolution.
Consequences if Resolutions are not passed
The passing of the Resolutions provides Metro with authority
to implement the Proposed Recapitalisation. If one resolution is
not passed, the other resolutions will not be implemented, and
the Proposed Recapitalisation will not proceed. In that case,
Metro will need to find another option to refinance or repay its
debt, or extend its debt terms. If Metro is not able to agree an
extension, the bank syndicate could take action to accelerate
the enforcement of their rights, which could result in insolvency.
Any such action would likely have significant damaging effects
on Metro’s standing in the glass market and on its financial
performance and share value. If no enforcement action was
taken, Metro would remain under capitalised and would still
need to raise equity capital. The Board considers it is highly
probable that the terms and pricing of any such future capital
raise would be significantly worse for Metro shareholders than
the Proposed Recapitalisation.
See Section 5(f) “Metro if the Proposed Recapitalisation does
not proceed” for more detail.
EXPLANATORY NOTE 1 - RESOLUTION 1 -
AMARI’S PARTICIPATION –
Under Rule 6 of the Takeovers Code, a person who holds or
controls no voting rights in a code company or less than 20% of
the voting rights in a code company may not become the holder
or controller of an increased percentage of the voting rights in
the code company unless, after the event, that person and the
person’s associates hold or control not more than 20% of the
voting rights in the code company.
There are a number of exceptions to this rule, including where
a person becomes the holder or controller of voting rights
in a code company by an allotment of shares that has been
approved by an ordinary resolution pursuant to Rule 7(d) of the
Takeovers Code.
Metro is a code company as it is a listed issuer that has
financial products that confer voting rights quoted on a
licensed market. Metro has one class of voting equity securities
on issue, being Shares.
Amari does not own any Shares in Metro. Immediately following
completion of the Proposed Recapitalisation, Amari will hold
51% of the total number of Shares on issue. In accordance with
Rule 7(d) of the Takeovers Code, the allotment of Shares to
Amari is required to be approved by an ordinary resolution.
Accordingly, approval is being sought for the issue of Shares
equating to 51% of the total voting rights in Metro to Amari
under the Proposed Recapitalisation for the purposes of Rule
7(d) of the Takeovers Code.
The information required under Rule 16 and Schedule 5 of the
Takeovers Code is set out in Appendix 1.
Dilutionary Impact
Metro currently has approximately 185 million Shares on issue.
Under the Proposed Recapitalisation, between 500 million and
798 million new Shares will be issued.
As noted in Section 5 of this Notice of Meeting and the
Offer Document, under the Rights Offer, existing Eligible
Shareholders will be granted Rights to acquire new Shares and
21Notice of Meeting

Eligible Shareholders will be entitled to apply for further new
Shares under the Oversubscription Facility. If an existing Eligible
Shareholder did not exercise or sold their Rights, their resulting
percentage shareholding in Metro would be significantly diluted.
The Top-up Placement will occur on completion of the Rights
Offer and will involve new Shares being issued to Amari to
ensure that it reaches a 51% shareholding in Metro. As a result,
most Shareholders’ percentage holding in Metro will reduce
following completion of the Top-up Placement, even if they
exercised their Rights.
Independent Adviser’s Report
The Takeovers Code requires Metro to obtain an Independent
Adviser’s Report. The purpose of the Independent Adviser’s
Report is to assess the merits of the proposed allotment
of shares to Amari, having regard to the interests of those
persons who may vote to approve the allotment.
The Independent Adviser’s Report is incorporated in the
Independent Report prepared by Grant Samuel that
accompanies this Notice of Meeting as Appendix 2.
Voting Restrictions
All Shareholders will be entitled to vote on Resolution 1.
EXPLANATORY NOTE 2 - RESOLUTION 2 -
ISSUE OF SHARES –
NZX Listing Rule 4.1.1 generally requires share issues to be
approved by ordinary resolution in accordance with NZX Listing
Rule 4.2.1 unless an exception in NZX Listing Rule 4.1.2 applies.
Approval is being sought for the Proposed Recapitalisation
under NZX Listing Rule 4.2.1.
Voting Restrictions
All Shareholders will be entitled to vote on Resolution 2.
None of the wholesale investors (including Directors Simon
Bennett and Pramod Khatri) that have provided binding
commitments to subscribe for Shortfall Shares hold any Shares
at the date of this Notice of Meeting. Any such investor would
not be entitled to vote on Resolution 2 pursuant to NZX Listing
Rule 6.3.1 if they acquired Shares after the date of this Notice
of Meeting but before the record date for being entitled to
vote at the Special Shareholders’ Meeting.
Julia Mayne holds 25,000 Shares at the date of this Notice of
Meeting. Julia will be offered the opportunity to participate in
the Rights Offer on the same basis as all Shareholders, so is
entitled to vote pursuant to NZX Listing Rule 6.3.2.
EXPLANATORY NOTE 3 - RESOLUTION 3 -
DIRECTORS’ PARTICIPATION –
NZX Listing Rule 5.2.1 provides that Metro must not enter into
a “Material Transaction” if a “Related Party” (as such terms are
defined in the NZX Listing Rules) is, or is likely to become:
• a direct party to the Material Transaction; or
• a beneficiary of a guarantee or other transaction which is a
Material Transaction,
• unless that Material Transaction is approved by an ordinary
resolution of Metro Shareholders or conditional on such
approval.
The Proposed Recapitalisation is a Material Transaction for
these purposes, given its size relative to Metro’s market
capitalisation of approximately $9 million (as at the date of
this Notice of Meeting]. Simon Bennett and Pramod Khatri
are parties to the Proposed Recapitalisation, given their
commitments to subscribe for Shortfall Shares. They are
Related Parties of Metro, given their roles as Executive
Director and Independent Director respectively.
Accordingly, Simon Bennett and Pramod Khatri’s participation in
the Proposed Recapitalisation must be approved by the Metro
Shareholders in accordance with NZX Listing Rule 5.2.1.
Appraisal Report
NZX Listing Rule 7.8.8(b) requires an appraisal report to be
prepared where a meeting of shareholders will consider a
resolution required by NZX Listing Rule 5.2.1. The appraisal
report is incorporated in the Independent Report prepared by
Grant Samuel that accompanies this Notice of Meeting.
In Grant Samuel’s opinion, the terms and conditions of the
potential issuance of Shares to Simon Bennett and Pramod
Khatri are fair to Metro Shareholders. The Independent Report
notes Simon Bennett and Pramod Khatri are not being offered
any preferential terms, will not receive the commitment fee
payable to other committed investors and will only end up
acquiring Shares that Shareholders have not subscribed for
under the Rights Offer.
While Simon Bennett may end up acquiring more new Shares
at the Issue Price than the maximum number that smaller
Shareholders can acquire under the Rights Ofer due to the
quantum of his commitment, Grant Samuel acknowledges
that the number of new Shares issued to Simon Bennett and
Pramod Khatri is beyond their control and depends entirely on
the level of participation by Shareholders in the Rights Offer
(See Independent Report, section 6 “Appraisal of the potential
issuance of shares to MPG directors” for further information).
Voting Restrictions
Any “Associated Person” of Simon Bennett or Pramod Khatri (as
that term is defined in the glossary to the NZX Listing Rules) is
not entitled to vote on Resolution 3.
22Notice of Meeting

8.
GLOSSARY
The meaning of terms set out in this Notice of Meeting are set out below:
Amarimeans Amari Metals Australia Pty Ltd (ACN 004 496 128)
ASXmeans ASX Limited and, where the context requires, the Australian Securities Exchange which
it operates
Boardmeans the board of directors of Metro
Companies Act means the Companies Act 1993 (New Zealand)
Eligible ShareholderA Shareholder who, as at 7.00pm (NZST) on the Record Date is located in/has a registered address
in New Zealand and, for the avoidance of doubt, is not in the United States and is not acting for the
account or benefit of a person in the United States.
Grant Samuelmeans Grant Samuel & Associates Limited (NZCN 486812)
Independent Reportmeans the independent adviser’s report and independent appraisal report prepared by Grant
Samuel that accompanies this Notice of Meeting as Appendix 2
Issue Pricemeans $0.03 per Share
Metromeans Metro Performance Glass Limited (ARBN 600 486 646 and NZCN 5267882), a company
incorporated in New Zealand under the Companies Act
Notice of Meetingmeans this document together with its appendices
NZ RegComeans NZX Regulation Limited
NZX means NZX Limited
NZX Listing Rulesmeans the listing rules of the NZX Main Board and Debt Market operated by NZX
NZX Main Boardmeans the main board equity security market operated by NZX
Oversubscription Facility means the facility that entitles an Eligible Shareholder who accepts their full entitlement of new
Shares under their Right to also apply for additional new Shares, as described further in Section 5
“The Proposed Recapitalisation”.
Proposed Recapitalisationmeans the Rights Offer and the Top-up Placement, as described further in Section 5 “The Proposed
Recapitalisation”
Record Date7.00pm, 28 August 2025
Resolutions means the resolutions to be put to Shareholders at the Special Shareholders’ Meeting, as described
in Section 6 “Notice of Special Shareholders’ Meeting”
Rightmeans the renounceable right to subscribe for 1.6 new Shares at the Issue Price for every 1 existing
Share held by that Shareholder
Rights Offermeans the pro rata 1.6 for 1 renounceable rights offer for new Shares, with such Shares to rank
equally with existing Metro Shares
Sharemeans a fully paid ordinary share in the capital of Metro
Shareholdermeans each person registered in the share register of Metro as a holder of Shares
Special Shareholders’
Meeting
means the special shareholders’ meeting of Metro (and includes any adjournment of that meeting)
Top-up Placementmeans the issue of such number of Shares to Amari on completion of the Rights Offer at $0.03 per
Share as will result in Amari reaching a 51% shareholding in Metro, with such Shares to rank equally
with existing Metro Shares
Voting/Proxy Formmeans the voting and proxy form accompanying this Notice of Meeting
23Notice of Meeting

APPENDIX 1:
INFORMATION REQUIRED BY THE TAKEOVERS CODE IN RESPECT
OF AMARI’S PARTICIPATION – ORDINARY RESOLUTION 1
Metro provides the following information to Shareholders under Rule 16 of the Takeovers Code.
(a) Amari Metals Australia Pty Ltd is the proposed allottee of Shares, to be issued to it under the Proposed Recapitalisation.
(b) The particulars required under Rule 16(b)(ii) of the Takeovers Code are as follows:
Takeovers Code Takeovers Code ParticularsParticulars
16(b)(ii),
Sch 5(a)
The maximum number of voting
securities that could be allotted
(the approved maximum number)
to the allottee.
501,655,800
This assumes that Amari does not subscribe for any Shortfall Shares. In that
instance, under the Top-up Placement, Amari will be allotted such number of
Shares as would result in Amari holding 51% of the total Metro Shares on issue
immediately following completion of the Proposed Recapitalisation.
The total number of Shares allotted to Amari will be less than 501,655,800 if
Amari subscribes for Shortfall Shares, as fewer Shares will need to be allotted
for Amari to reach a 51% shareholding in Metro.
16(b)(ii),
Sch 5(b)
The percentage of the aggregate
of all existing voting securities and
all voting securities that could be
allotted that the approved maximum
number represents.
51%.
16(b)(ii),
Sch 5(c)
The maximum percentage of all
voting securities that could be held
or controlled by the allottee after
completion of the allotment or
allotments.
51%.
16(b)(ii),
Sch 5(d)
The maximum aggregate of the
percentages of all voting securities
that could be held or controlled
by the allottee and the allottee’s
associates after completion of
the allotment or allotments (not
including voting securities of any of
the allottee’s associates who are
also relying on rule 7(d) in relation
to the allotment or allotments (the
relying associates)).
51%.
16(b)(ii),
Sch 5(e)
If there are relying associates,
the maximum aggregate of the
percentages of all voting securities
that could be held or controlled
by the allottee and the allottee’s
associates after completion of the
allotment or allotments.
Not applicable. There are no relying associates.
16(b)(ii),
Sch 5(f)
The date used to determine the
information referred to in this
clause (the calculation date).
8 August 2025, being the last business day before this Notice of Meeting.
24Notice of Meeting

Takeovers Code Takeovers Code ParticularsParticulars
16(b)(ii),
Sch 5(g)
the assumptions on which the
particulars in paragraphs (a) to (f)
are calculated.
Metro relied on the following assumptions to calculate the above particulars:
• that completion of the Proposed Recapitalisation occurs on 19 September
2025;
• that there is no change to the total number of Metro Shares on issue from
the number of Shares on issue as at the date of this Notice of Meeting and
19 September 2025, other than as a result of the Proposed Recapitalisation;
• that Amari does not subscribe for Shortfall Shares under the Rights Offer;
• that the number of voting securities is the number of voting securities on
issue on the calculation date;
• that there is no change in the total number of voting securities on issue
between the calculation date and the end of the allotment period (other
than as a result of the Proposed Recapitalisation);
• that, in relation to paragraphs (a) to (c) of Schedule 5, Amari is allotted the
approved maximum number under the Proposed Recapitalisation; and
• that, in relation to paragraph (d) of Schedule 5, Amari and its associates are
allotted the maximum number of voting securities;
(c) Rule 16(c) is not applicable, as the voting securities being allotted are not voting securities of a body corporate other than a
code company.
(d) The issue price for Shares allotted to Amari under the Proposed Recapitalisation is $0.03 per Share, payable in full by Amari on
completion of the Proposed Recapitalisation.
(e) The purpose of the allotment is to fulfil part of the Proposed Recapitalisation, by allotting new Shares to Amari so that it reaches
a 51% shareholding in Metro. The purpose of the Proposed Recapitalisation is to raise capital to allow Metro to reduce its current
levels of debt. The Proposed Recapitalisation has also enabled Metro to secure concessions from its bank syndicate, conditional
on completion of the Proposed Recapitalisation, which will further assist the reduction of Metro’s net debt.
(f) If the Proposed Recapitalisation is approved, the allotment of Shares to Amari will be permitted under Rule 7(d) of the
Takeovers Code.
(g) Metro has been advised by Amari that no agreements or arrangements have been, or are intended to be, entered into between
Amari and any other person (other than between Amari and Metro in respect of the Proposed Recapitalisation) relating to:
(i) the allotment, holding or control of the Shares to be allotted to Amari; or
(ii) the exercise of voting rights in Metro.
(h) The Independent Report that accompanies this Notice of Meeting is a report from an independent advisor that complies with
Rule 18 of the Takeovers Code.
(i) The Directors fully support the proposed allotment to Amari as outlined in this Notice of Meeting and unanimously recommend
that Shareholders vote in favour of Resolution 1 at the Special Shareholders’ Meeting.
( j) The reasons the Directors recommend Shareholders vote in favour of the proposed allotment to Amari are that:
(i) The Resolutions are interconnected, meaning the Proposed Recapitalisation will not proceed if the Shareholders do not
vote in favour of Resolution 1 (the allotment to Amari), as well as Resolutions 2 and 3.
(ii) Metro’s debt levels have been unsustainably high.
(iii) The Board pursued several options to raise capital and refinance debt over an extended period, but no other executable
options arose.
(iv) Proceeds from the Proposed Recapitalisation will be used to pay down Metro’s debt. Metro’s existing bank syndicate has
agreed to provide debt forgiveness of $10 million to support the Proposed Recapitalisation, which is conditional on the
Proposed Recapitalisation being successful, by raising at least $15 million.
(v) In the Board’s view, the Proposed Recapitalisation represents the only executable outcome for Metro’s Shareholders,
particularly given the upcoming maturity of Metro’s debt facilities and a need to reduce its debt levels.
(vi) Reducing the level of debt and extending the term of the debt is expected to reduce uncertainty for Metro’s Shareholders,
customers, suppliers and staff and give Metro time to execute on its plans to improve profitability. This would also allow Metro
to assess and pursue attractive opportunities to achieve earnings growth via investment.
(vii) Amari is a successful long-term investor, and the Board is confident Amari will provide valuable Board level input.
25Notice of Meeting

APPENDIX:
INDEPENDENT REPORT
26Notice of Meeting

DIRECTORY
Registered Office
5 Lady Fisher Place
East Tamaki
Auckland 2013
New Zealand
Phone: +64 927 3000
Board of Directors
Shawn Beck – Non-Executive Chair
Julia Mayne – Non-Executive Director and
Chair of the Audit and Risk Committee
Pramod Khatri – Non-Executive Director and
Member of the Audit and Risk Committee
Simon Bennett – Executive Director
Senior Leadership Team
Simon Bennett – Executive Director
Sarah Hipkiss – Chief Financial Officer
Nick Hardy-Jones – Country Manager New Zealand
Steve Hamer – Chief Executive Officer, Australian Glass Group
Auditor
PricewaterhouseCoopers
15 Customs Street West
Auckland 1010
New Zealand
Lawyers
Bell Gully
Deloitte Centre
Level 14/1 Queen Street
Auckland 1010
New Zealand
Bankers
ASB Bank Limited
Westpac New Zealand Limited
Westpac Banking Corporation
Share registrar
MUFG Pension & Market Services (NZ) Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
PO Box 91976, Auckland 1142
New Zealand
Shareholder Information Line
0800 546 567 (toll free within New Zealand) or +64 9 375 5998
between 8.30am and 5.00pm (NZST), Monday to Friday
Further information online
Our Annual and Interim Reports, all our core governance
documents (including our constitution, some of our
key policies and charters), our investor relations policies
and all our announcements can be viewed on our website:
www.metroglass.co.nz/investor-centre/
27Notice of Meeting

METROGLASS.CO.NZ

INDEPENDENT APPRAISAL REPORT AND INDEPENDENT ADVISER’S REPORT
IN RELATION TO THE PROPOSED RECAPITALISATION











GRANT SAMUEL & ASSOCIATES LIMITED

AUGUST 2025

Executive Summary
1. Introduction
Metro Performance Glass Limited (MPG or the Company) is a major glass manufacturer and processor in
New Zealand and Australia.
MPG has endured sustained underperformance over several years for a number of reasons —including poor
financial performance in Australia, the launch of a major competitor in New Zealand that has eroded MPG’s
market share, the impact of COVID-19, and a recent major downturn in Australasian construction
activity. These factors have contributed to a decline in MPG’s earnings and reduced its capacity to service
and repay bank borrowings. Consequently, MPG's leverage ratio has progressively escalated to levels that
have breached the financial covenant thresholds embedded in its banking facilities
1
.
Over the last 12 months the Board of MPG has focussed on raising capital to reduce debt and has engaged
with several potential investors in an attempt to raise capital or seek interest from an investor to acquire
some or all of the Company.
On 1 July 2025 MPG announced that the capital raising process has led to a proposal to raise equity and
reduce its bank borrowings by means of:
§
a $8.9 million pro rata renounceable rights offer to eligible, existing MPG shareholders (the Rights Offer);
and
§
a top-up placement of MPG ordinary shares (the Top Up Placement) to Amari Metals Australia Pty
Limited (Amari). Amari is not currently a shareholder in MPG.
MPG has also entered into a conditional agreement with Westpac New Zealand Limited (Westpac) for a new
three year facility (the Banking Refinancing).
The Rights Offer, Top Up Placement and Bank Refinancing are interdependent and collectively referred to as
the Proposed Recapitalisation.
2. Key terms of the Proposed Recapitalisation
Under the Rights Offer MPG’s existing shareholders will be entitled to:
§
subscribe for 1.6 new fully paid ordinary MPG share for every one existing share held at a price of three
cents per Share (the Issue Price); and
§
subscribe for additional MPG shares under an Oversubscription Facility.
The Oversubscription Facility will allow an MPG shareholder to subscribe for any new MPG shares not taken
up by other MPG shareholders electing not to participate in the Rights Offer.
As part of the Rights Offer a selection of wholesale investors (the Wholesale Investors) have committed to
partially underwrite the Rights Offer and acquire at the Issue Price up to $5.06 million worth of Shares at
three cents per share.
As part of the Proposed Recapitalisation MPG has also entered into a binding agreement with Amari under
which Amari agrees to subscribe for enough MPG shares such that Amari holds 51% of all MPG shares on
issue post the Proposed Recapitalisation. Collectively, the total amount of equity raised by the Rights Offer
and Top Up Placement will be between $16.1 million and $23.9 million.

________________________________________________________________________________________________________________________________________________________
1
MPG has received covenant relief from MPG’s existing Banking Syndicate.

The Bank Refinancing is conditional on the implementation of the Proposed Recapitalisation and the parties
entering into a Refinancing Term Sheet. Its key terms include a total commitment of $48 million and flexible
covenants for the next 18 months. As part of the Proposed Recapitalisation MPG’s existing banking syndicate
(the Banking Syndicate) has agreed to forgive $10 million of borrowings (the Debt Forgiveness) and an
extension of the current facilities to 30 September 2025 to allow MPG time to complete the capital raising.
3. Key Conclusions
§
MPG is undercapitalised. The Proposed Recapitalisation seeks to address MPG’s capital structure and
stabilise the business. If implemented the Proposed Recapitalisation will substantially reduce debt and
improve MPG’s ability to conduct its business effectively. The uncertainty regarding MPG’s ability to
continue as a going concern will abate, making MPG more stable for customers and employees.
§
The Proposed Recapitalisation will improve the financial position of MPG. The binding commitments
from Amari and the Wholesale Investors mean that if MPG proceeds with the Proposed Recapitalisation,
the Company will raise at least $16.1 million. If this amount is raised MPG’s borrowings will reduce to a
level such that the Company can operate under the financial covenants proposed under the Bank
Refinancing, assuming MPG can achieve its anticipated increase in EBITDA. Under the terms of the Bank
Refinancing as more capital is raised, the banking facility will decrease, and MPG will have additional
headroom to operate within its financial covenants.
§
If the Proposed Recapitalisation is not implemented, MPG will continue to be undercapitalised.
The Banking Syndicate may elect to extend the existing facilities beyond 30 September 2025. However,
there is no assurance that this will occur and, if it does, it is highly likely to be conditional on MPG
undertaking another capital raising process.
MPG shareholders need to be aware that continuing to pursue capital raising solutions will come at a
cost, not only in terms of the meaningful distraction for senior management, but also as time passes
the confidence in MPG as an investment proposition is likely to be further compromised, which creates
uncertainty with existing customers, suppliers and employees.
There is no guarantee that MPG would be able to raise equity on better terms than the Proposed
Recapitalisation and at some point, there is the possibility of a receiver being appointed if no other
capital raising solutions can be secured. Under a potential receivership scenario there would be limited
prospect of any capital being returned to shareholders.
§
Amari will be issued with new MPG shares such that it will own 51% of the Company post the
Proposed Recapitalisation. Owning 51% of all MPG’s shares on issue enables Amari to have effective
control over the day-to-day operations of MPG, appoint new directors to the Board of MPG and control
the outcome of any ordinary resolution put to shareholders. The interests of Amari and minority
shareholders should generally be aligned. MPG directors are also required to act in the best interests
of all stakeholders and there are various provisions of the Companies Act, NZX Listing Rules and
Takeovers Code that afford minority shareholders further protection.

§
The Issue Price is below MPG’s current share price and does not include any premium for control. In
Grant Samuel’s opinion the full underlying value of MPG shares is in the range of 5.0 to 9.3 cents. This
equity value range assumes that MPG has raised what Grant Samuel believes is the capital needed to
remove the uncertainty over its ability to continue as a going concern. Shares in a listed company
normally trade at a discount to the underlying value of the whole company. The discount is typically in
the range 20-35%. The extent of the discount (if any) depends on the specific circumstances of each
company. The Issue Price represents a discount to Grant Samuel’s valuation which represents the full
underlying value and includes a premium for control. The following graph provides a comparison of
Grant Samuel’s valuation range with the:
• Issue Price;
• the closing share price as at 30 June 2025; and
• the theoretical ex-rights closing share price on 30 June 2025 (TERP) - based on the mid-point.
COMPARISON OF GRANT SAMUEL’S VALUATION RANGE WITH THE ISSUE PIRCE, LAST CLOSE PRICE AND TERP

While it is commonplace for companies to raise capital by way of a renounceable rights issue at a
discount to the current share price, the issuance is not usually accompanied by a placement that results
in a single shareholder obtaining 51% ownership. MPG shareholders may accept that outcome if voting
against the ordinary resolutions to approve the Proposed Recapitalisation could result in a more
unfavourable outcome that would materially impact shareholder value. This includes:
• eliminating the risks associated with intervention by the Banking Syndicate. In Grant Samuel’s
opinion, MPG shareholders are unlikely to receive any value for their MPG shares if the Company
is placed into receivership; and/or
• the potential benefits of the Proposed Recapitalisation are considered to outweigh the cost of
issuing shares at a discount to MPG’s current share price, including the potential future
appreciation in MPG’s share price as the uncertainty over its ability to continue as a going concern
abates.

5.0
9.3
3.0
4.7
5.1
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
10.0
Grant Samuel Valuation
Lo w
Grant Samuel Valuation
High
Issue PriceTERP
(m id point)
Share price
as at 30 June 2025
Cents per Share
Valuationassumes capital is raised to operate as a
going concern and includes a premium for control

§
MPG has already successfully restructured its New Zealand operations, and both its New Zealand and
Australian businesses are well positioned for growth when the market recovers.
• MPG is a leading producer of performance glass in both Australia and New Zealand. In New
Zealand it is the largest industry participant with approximately 30% market share. In Australia,
which is more fragmented, AGG’s market share is 17% making it the second largest industry
participant in the three states it operates in. MPG is well positioned in both New Zealand and
Australia due to its brand, scale and reputation for service.
• In New Zealand, MPG has restructured its operations to reduce costs, increase production
efficiency, and deliver high levels of customer service. Overall, MPG’s management believes that
the majority of the hard work has been completed in right-sizing the business for the current
market structure and that MPG is well-placed to benefit from the increase in construction activity
that is expected to occur as economic conditions improve.
• Building code changes were introduced in key states of Australia over the past 12 months that
require greater use of, and higher standards for double glazed units (DGUs) in new builds. These
changes are expected to underpin a material increase in demand compared to historical levels
and give management confidence that AGG can achieve its forecast FY26 EBITDA.
§
Existing MPG Shareholders will be diluted due to the substantial share issue to Amari. Existing
shareholders can attempt to minimise the level of dilution by subscribing for additional new MPG shares
under the Oversubscription Facility in addition to the 1.6 new shares for every one share held
entitlement. The Rights are also renounceable, which means the holder can sell the Rights to another
investor.
2
Consequently, there are many permutations for percentage ownership that existing
shareholders may end up with as a result of the Proposed Recapitalisation. The following table
summarises the possible outcomes of the Proposed Recapitalisation at different percentages of
participation levels based on the Rights Offer take up.
CHANGE OF OWNERSHIP AND CONTROL (MILLIONS)
% OF NEW SHARES OFFERED UNDER THE RIGHTS OFFER THAT ARE
SUBSCRIBED FOR BY EXISTING MPG SHAREHOLDERS
0% 43.1% 100%
Existing shares on issue before the Proposed Recapitalisation 185.4 185.4 185.4
Total New shares issued under the Rights Offer 296.6 296.6 296.6
New shares issued to Amari under the Top Up Placement 240.5 501.7 501.7
Total shares issued 537.1 798.3 798.3
Total shares on issue after the Proposed Recapitalisation 722.5 983.7 983.7
Capital raised from shares issued at 3 cents per share ($m) $16.1
$23.9
$23.9
Other shareholders’ shareholding after the Proposed Recapitalisation % 25.7%
31.8%
49.0%
Wholesale Investors shareholding after the Proposed Recapitalisation % 23.3%
17.2%
-
Amari shareholding after the Proposed Recapitalisation % 51.0%
51.0%
51.0%
§
MPG’s share liquidity is likely to improve, despite a decrease in free float. Share trading over the last
two years has reflected very low levels of liquidity due in part to MPG’s poor financial performance and
uncertainty over its ability to continue as a going concern. The Proposed Recapitalisation will reduce
MPG’s indebtedness, which in combination with an improvement in MPG’s financial performance, may
result in higher levels of trading in MPG shares despite the lower free float.

________________________________________________________________________________________________________________________________________________________
2
The Rights can be traded via the NZX platform

§
The probability of alternative options is low. Since early 2023 MPG has spent a considerable amount
of time and resources exploring a range of capital raising initiatives to address its high debt levels. The
Proposed Recapitalisation is the outcome of negotiations with a range of potential investors and the
Banking Syndicate. At the date of this report there were no viable alternatives that would provide MPG
with the minimum capital required under the Bank Refinancing.
§
The approval of the Proposed Recapitalisation is primarily conditional on MPG shareholders’
endorsement of the ordinary resolution(s), and the outcome is binary:
• The voting thresholds to approve the ordinary resolutions are achieved. If the voting thresholds
to approve the ordinary resolutions are achieved, all other conditions are satisfied or (if capable
of waiver) waived, the Rights Offer process will commence and the Proposed Recapitalisation will
be implemented. If the Proposed Recapitalisation is implemented MPG’s shares will remain listed
on the NZSX.
• The voting thresholds to approve the ordinary resolutions are not achieved. If the voting
thresholds to approve the ordinary resolutions are not achieved, the Rights Offer process will not
commence and the status quo will remain. In those circumstances MPG will remain under
increased pressure from the Banking Syndicate.
3. Other Matters
This is a summary of Grant Samuel’s opinion. The full report from which this summary has been extracted is
attached and should be read in conjunction with this summary. A detailed assessment of the merits of the
Proposed Recapitalisation is outlined in section 5 of this report. Grant Samuel’s opinion is to be considered
as a whole. Selecting portions of the analyses or factors considered by it, without considering all the factors
and analyses together, could create a misleading view of the process underlying the opinion. The preparation
of an opinion is a complex process and is not necessarily susceptible to partial analysis or summary.
Grant Samuel has not been engaged to provide a recommendation to shareholders in relation to the
Proposed Recapitalisation. In any event, the decision whether to vote for or against the Proposed
Recapitalisation is a matter for individual shareholders, based on their own views as to value, their
expectations about future market conditions and their particular circumstances including risk profile,
liquidity preference, investment strategy, portfolio structure and tax position. Shareholders who are in
doubt as to the action they should take in relation to the Proposed Recapitalisation should consult their own
professional adviser.
Similarly, it is a matter for individual shareholders as to whether to buy, hold or sell securities in MPG. These
are investment decisions upon which Grant Samuel does not offer an opinion and are independent of a
decision on whether to vote for the Proposed Recapitalisation. Shareholders should consult their own
professional adviser in this regard.
GRANT SAMUEL & ASSOCIATES LIMITED
8 August 2025

1

TABLE OF CONTENTS
1 Te r m s o f t h e P r o p o s e d R e c a p i t a l i s a t i o n ______________________________________________________ 3
1.1 Background and Transaction Terms ____________________________________________________ 3
1.2 Terms of the Proposed Recapitalisation ________________________________________________ 4
1.3 Timing of the Proposed Recapitalisation ________________________________________________ 5
2 Scope of the Report ______________________________________________________________________ 6
2.1 Purpose of the Report ______________________________________________________________ 6
2.2 Basis of the Evaluation ______________________________________________________________ 8
2.3 Approach to Valuation ______________________________________________________________ 8
2.4 Profile of Amari ____________________________________________________________________ 9
3 Industry Overview ______________________________________________________________________ 10
3.1 Overview of the Industry Structure ___________________________________________________ 10
3.2 Overview of Key Market Participants __________________________________________________ 11
3.3 Overview of Key Industry Dynamics ___________________________________________________ 13
4 Profile of MPG _________________________________________________________________________ 16
4.1 Overview ________________________________________________________________________ 16
4.2 New Zealand Overview _____________________________________________________________ 16
4.3 AGG Overview ____________________________________________________________________ 20
4.4 MPG Financial Performance _________________________________________________________ 22
4.5 MPG Forecast Financial Performance _________________________________________________ 24
4.6 MPG Financial Position _____________________________________________________________ 26
4.7 MPG Cash Flow ___________________________________________________________________ 28
4.8 MPG Capital Structure and Ownership ________________________________________________ 29
4.9 MPG Share Price Performance _______________________________________________________ 29
5 Merits of the Proposed Recapitalisation ____________________________________________________ 32
5.1 Rationale for the Proposed Recapitalisation ____________________________________________ 32
5.2 Ownership and Control _____________________________________________________________ 35
5.3 Evaluation of the Issue Price ________________________________________________________ 38
5.4 Assessment of participating in the Rights Offer __________________________________________ 40
5.5 Liquidity ________________________________________________________________________ 42
5.6 The likelihood of an alternative offers or transactions ____________________________________ 42
5.7 Possible outcomes of the Ordinary Resolutions _________________________________________ 43
6 Appraisal of the potential issuance of shares to MPG directors __________________________________ 44
7 Valuation of MPG _______________________________________________________________________ 46
7.1 Preferred Methodology ____________________________________________________________ 46
7.2 Summary ________________________________________________________________________ 47
7.3 Earnings Multiple Analysis __________________________________________________________ 49
8 Investment Decision ____________________________________________________________________ 46

2

GLOSSARY
TERM DEFINITION
5R
5R Solutions Limited
AGG Australian Glass Group
Amari Amari Metals Australia Pty
Banking Syndicate The existing Banking Syndicate
Contractors Commercial construction firms
Crescent Crescent Capital Partners
DCF Discounted cash flow
Debt Forgiveness The forgiveness of $10.0 million of borrowings
DGUs Double Glazing Units
DIFOT Delivery In Full On Time
EBIT Earnings before interest and tax
EBITDA Earnings before interest, tax, depreciation and amortisation
Fabricators Glass window and door fabricators
FY[XX] The financial year ended 31 March 20[XX]
FY[XX] The financial year ending 31 March 20[XX]
Grant Samuel Grant Samuel & Associates Limited
IGUs Insulating glass units
Issue Price
The price of the Right is three cents per share
Merchants Glass merchants
MPG or the Company Metro Performance Glass Limited
NBIO Non binding indicative offer
NCC National Construction Code
NSW New South Wales
NZX Listing Rules Means the listing rules of the NZX Main Board and Debt Market operated by NZX
Oceania Oceania Glass
Oversubscription Facility
The ability for MPG shareholders to subscribe for additional Rights capped at the greater of:
• new Shares equal to the greater of 100% of their Rights entitlement;
• $25,000 of new MPG shares at three cents per share.
Proposed Recapitalisation
The Rights Offer, Top Up Placement and Bank Refinancing
R&M Repairs and maintenance
SGUs Single glazed units
Shortfall Shares Shares not taken up by existing MPG shareholders
The Bank Refinancing A new three-year banking facility
The Rights Offer
A $8.9 million pro rata renounceable rights offer to eligible, existing MPG shareholders. The Rights
issue is at a ratio of 1.6 new shares for every 1 existing share.
Top Up Placement
A top-up placement of MPG ordinary shares to Amari that enables Amari to achieve a 51%
shareholding in MPG
Total Commitment A total commitment $48.0 million
Whiting Richard Whiting Colburn
Wholesale Investors
Wholesale investors that have committed to partially underwrite of the Right Offer and acquire at
the Issue Price up to $5.06 million of Shortfall Shares
Wholesale Investors Underwrite
The commitment to partially underwrite of the Right Offer up to $5.06 million of Shortfall Shares

3

1 Terms of the Proposed Recapitalisation
1.1 Background
Metro Performance Glass Limited (MPG or the Company) is a major glass manufacturer and processor in
New Zealand and Australia. The Company was listed on the New Zealand Stock Exchange (NZX) and
Australian Securities Exchange (ASX) in 2014 with a market capitalisation of NZ$314 million, or NZ$1.70 per
share. After the listing MPG proceeded to make several small bolt-on acquisitions in New Zealand and then
expanded into Australia with the acquisition of Australian Glass Group (AGG) for NZ$47.5 million in late 2016.
A combination of these acquisitions, operational improvements and increased activity in the housing and
commercial construction markets resulted in MPG achieving year-on-year revenue and EBITDA growth from
2014 to 2017.
Unfortunately, AGG’s performance declined following its acquisition and MPG reported trading losses
(including the impairment of intangible assets) for AGG in FY19 to FY20. In response, MPG’s management
initiated a turnaround plan, which resulted in better trading results in FY21 and FY22 and a return to
profitability in FY23.
Coinciding with the decline in AGG’s performance in 2018, Profile Group Limited (Profile Group) - the owner
of Architectural Profiles Limited (APL) - announced that it was establishing a double-glazing manufacturing
business called Architectural Glass Products Limited (AGP). AGP built a new glass manufacturing facility in
Waikato and in doing so Profile Group became a vertically integrated glass and window manufacturing
operation when the new facility became operational in 2020.
Prior to the formation of AGP, APL’s fabricators were collectively MPG’s largest source of revenue. The loss
of large numbers of APL’s fabricators business and increased competition from AGP led to a material decline
in MPG’s market share in New Zealand from over 50% in 2019 to approximately 30% today. MPG reported
earnings before interest, tax and abnormal items (EBIT) of $23.2 million in FY20. The structural change in the
New Zealand glass industry in combination with challenging market conditions in Australia and New Zealand
has led to MPG reporting progressively lower earnings each year since FY20, culminating in an EBIT loss
before abnormal items of $0.6 million in FY25. MPG’s share price has deteriorated from $0.85 per share in
November 2018 to a low of $0.04 per share over the last 12 months.
MPG’s acquisition of AGG was substantially funded by new debt and MPG’s net bank borrowings increased
to NZ$94.5 million by mid 2017. While MPG was able to reduce its bank borrowings following the acquisition
of AGG its net debt level was high relative to its declining earnings
3
.
MPG undertook several initiatives to address its progressively declining financial performance and position,
including:
§
undertaking various strategic reviews to simplify the business model, focus on production efficiency and
improve customer service;
§
implementing cost-out initiatives including the closure of glass production facilities;
§
initiating a sale process for AGG in February 2023 in order to reduce debt. The sale process for AGG
was extensive and led to detailed discussions with a preferred party who made a revised offer for the
business in May 2024. At that point, MPG’s board decided to retain AGG and progress a capital raise to
reduce debt; and
§
refreshing the Board of Directors and senior management.
The continued deterioration in its financial performance since FY20 has required regular covenant relief from
MPG’s existing Banking Syndicate (the Banking Syndicate). In FY25 revenue and profitability declined despite
MPG achieving operational improvements and maintaining its market share. The decline was largely due to
________________________________________________________________________________________________________________________________________________________
3
MPG reported net debt of $66.7 million as at 31 March 2020.

4

the continuing cyclical downturn in construction activity and low levels of activity in the housing and
commercial construction markets. However, the trading loss in FY25 resulted in MPG’s net debt increasing
to $60 million in 2025.
Over the last 12 months MPG’s Board has focussed on raising capital to reduce debt and has engaged with
several potential investors in an attempt to raise capital and it has also been in takeover discussions with
Viridian (which is subject to Commerce Commission approval).
On 1 July 2025 MPG announced that the capital raising process has led to a proposal to raise at least $15
million of equity and reduce its bank borrowings by means of:
§
a $8.9 million pro rata renounceable rights offer to eligible, existing MPG shareholders (the Rights Offer);
and
§
a top-up placement of MPG ordinary shares (the Top Up Placement) to Amari Metals Australia Pty
Limited (Amari). Amari is not currently a shareholder in MPG.
MPG has also entered into a conditional agreement with Westpac New Zealand Limited (Westpac) for a new
three-year facility (the Bank Refinancing). Key terms of the Bank Refinancing include:
§
a minimal capital raise of $15.0 million;
§
the same pricing as its current facility;
§
flexible covenants for the first 18 months to give time for MPG to increase its earnings; and
§
a total facility commitment $48.0 million (the Total Commitment).
The Rights Offer, Top Up Placement and Bank Refinancing are interdependent and are collectively referred
to as the Proposed Recapitalisation.
1.2 Terms of the Proposed Recapitalisation
Under the Rights Offer MPG’s existing shareholders will be entitled to:
§
subscribe for 1.6 new fully paid ordinary MPG share for every one existing share held at a price of three
cents per Share (the Issue Price); and
§
subscribe for additional MPG shares under an Oversubscription Facility.
The Oversubscription Facility will allow an MPG shareholder to subscribe for any new MPG shares not taken
up by other MPG shareholders electing not to participate in the Rights Offer.
If MPG shareholders do not subscribe for all the shares offered to them there will be a shortfall of shares
taken up under the Rights Offer (the Shortfall Shares).
As part of the Rights Offer a selection of wholesale investors (the Wholesale Investors) have committed to
partially underwrite the Rights Offer and acquire up $5.06 million of Shortfall Shares at the Issue Price (the
Wholesale Investors Underwrite). The Wholesale Investors include:
§
Simon Bennett, MPG’s Executive Director, who has committed to invest up to $1 million; and
§
Pramod Khatri, a Director of MPG, who has committed to invest up to $0.2 million.
As part of the Rights Offer MPG has also entered into a binding agreement with Amari under which Amari
agrees to:
§
subscribe for any remaining Shortfall Shares not taken up under the Wholesale Investors Underwrite;
and

5

§
after completion of the Rights Offer, subscribe for new shares under the Top Up Placement at a price
of three cents per share such that Amari holds 51% of all MPG shares on issue post the Proposed
Recapitalisation.
Collectively, the total amount of equity raised by MPG under the Rights Offer and Top Up Placement will be
between $16.1 million and $23.9 million under all scenarios. Amari will own 51% of all the MPG ordinary
shares on issue post the Proposed Recapitalisation. The amount of capital raised by MPG and the amount
invested by Amari is dependent on the level of participation by MPG shareholders in the Rights Offer. One of
three possible outcomes will occur if the Proposed Recapitalisation takes place:
§
if MPG shareholders do not subscribe for any shares under the Rights Offer, the Company will raise a
total of $16.1 million;
§
if MPG shareholders subscribe for less than approximately $3.8 million of new MPG shares under the
Rights Offer, the Company will raise an amount between $16.1 million and $23.9 million; or
§
if either MPG shareholders or a combination of MPG shareholders and the Wholesale Investors take up
all the shares offered under the Rights Offer, the Company will raise $23.9 million.
As part of the Proposed Recapitalisation MPG’s existing banking syndicate (the Banking Syndicate) has
agreed to forgive $10 million of borrowings (the Debt Forgiveness) and an extension of the current facilities
to 30 September 2025 to allow MPG the time needed to complete the capital raising.
1.3 Timing of the Proposed Recapitalisation
The timetable of the Proposed Recapitalisation is summarised below:
PROPOSED RECAPITALISATION TIMELINE
DATES
Offer document / notice of meeting release date 11 August
Shareholder meeting and vote 26 August
Rights trading 1 September to 5 September
Offer closes 12 September
Shortfall applications / underwriting commitments announced 16 September
Settlement of the Proposed Recapitalisation 16 September
MPG
To proceed, the Proposed Recapitalisation requires the prior approval of MPG’s shareholders. There will be
three ordinary resolutions to be voted on and all resolutions must be passed in order for any of them to be
effective:
§
Resolution 1 - approval under the Takeovers Code for Amari to acquire greater than 20% of the Shares.
§
Resolution 2 - approval under NZX Listing Rule 4.2.1 for the issue of new MPG shares, which is greater
than 15% of MPG’s shares on issue (i.e. the 15% placement capacity); and
§
Resolution 3 - approval under NZX Listing Rule 5.2.1 for the issue of new MPG shares to Simon Bennett
and Pramod Khatri as a related party of MPG under the Wholesale Investors Underwrite.
The Shareholder Meeting to consider the Proposed Recapitalisation is scheduled for 26 August 2025.
The Proposed Recapitalisation is also conditional upon MPG and Westpac entering into the Refinancing
Terms Sheet in the form agreed in writing by Amari (acting reasonably).

6

2 Scope of the Report
2.1 Purpose of the Report
The Directors of MPG have engaged Grant Samuel & Associates Limited (Grant Samuel) to prepare an
Independent Adviser’s Report (under the Takeovers Code) and an Independent Appraisal Report (under the
NZX Listing Rule 7.8.8) to assist MPG shareholders in appraising the implications of the Proposed
Recapitalisation.
A copy of this report will accompany the Notice of Meeting in relation to the Proposed Recapitalisation to be
sent to all MPG shareholders. In addition to the Grant Samuel report, the Notice of Meeting will contain
other information that the MPG Board considers will assist shareholders in evaluating the Proposed
Recapitalisation.
For the purposes of the notice of meeting to consider the Proposed Recapitalisation Grant Samuel has
incorporated the specific reporting requirements of the Takeovers Code and NZX Listing Rules into a single
report. The basis of assessment is discussed in more detail in Section 2.1.1 and 2.1.2 below.
Grant Samuel is independent of MPG, Amari, Simon Bennett and Pramod Khatri and has had no involvement
with, or interest in, the outcome of the Proposed Recapitalisation.
Grant Samuel issues this Independent Adviser’s Report and Independent Appraisal Report to the non-
associated Directors for the benefit of the non-associated Shareholders to assist them in forming their own
opinion on whether to vote for or against ordinary Resolution 1 and 3.
The report should not be used for any purpose other than as an expression of Grant Samuel’s opinion
regarding the Proposed Recapitalisation. This report should be read in conjunction with the Qualifications,
Declarations and Consents outlined at Appendix D.
2.1.1 Requirements of the Takeovers Code
The Takeovers Code came into effect in 2001, replacing the New Zealand Stock Exchange Listing Rules and
the Companies Amendment Act 1963 requirements governing the conduct of company takeover activity in
New Zealand. The Takeovers Code seeks to ensure that all shareholders are treated equally and on the basis
of proper disclosure are able to make informed decisions on shareholding transactions that may impact on
their own holdings.
MPG is a Code Company for the purposes of the Takeovers Code. Rule 6 of the Takeovers Code, the
fundamental rule, states that a person (along with its associates) who holds or controls:
a) less than 20% of the voting rights in a code company may not become the holder or controller of an
increased percentage of the voting rights in the code company unless, after that event, that person
and that person's associates hold or control in total not more than 20% of the voting rights in the code
company;
b) 20% or more of the voting rights in a code company may not become the holder or controller of an
increased percentage of the voting rights in the code company.
Rule 7 of the Takeovers Code sets out the exceptions to the fundamental rule. Rule 7 states that a person
may become the holder or controller of an increased percentage of the voting rights in a code company under
the following circumstances:
a) by an acquisition under a full offer;
b) by an acquisition under a partial offer;

7

c) by an acquisition by the person of voting securities in the code company or in any other body
corporate from one or more other persons if the acquisition has been approved by an ordinary
resolution of the code company in accordance with the code;
d) by an allotment to the person of voting securities in the code company or in any other body
corporate if the allotment has been approved by an ordinary resolution of the code company in
accordance with the code;
e) if:
(i). the person holds or controls more than 50%, but less than 90%, of the voting rights in the code
company; and
(ii). the resulting percentage held by the person does not exceed by more than 5 the lowest
percentage of the total voting rights in the code company held or controlled by the person in the 12-
month period ending on, and inclusive of, the date of the increase;
f) if the person already holds or controls 90% or more of the voting rights in the code company.
The allotment of shares to Amari would result in Amari owning more than 20% of the issued shares in MPG
and accordingly requires an ordinary resolution of MPG shareholders to proceed on which Amari and
associates may not vote.
The Takeovers Code requires that the notice of meeting provided to MPG shareholders to consider the Share
Issue resolution captured by Rule 7(d) must be accompanied by an Independent Adviser's Report (that
complies with Rule 18) on the merits of the Proposed Recapitalisation, having regard to the interests of the
persons who may vote to approve it.
2.1.2 Requirements of the NZX Listing Rules
MPG Directors Simon Bennett and Pramod Khatri have committed to invest in the capital raising via the
Wholesale Investors Underwrite. They are each defined as a related party of MPG under NZX Listing Rule
5.2.1 and accordingly an NZX Appraisal Report is required under NZX Listing Rule 7.8.8.
Pursuant to Listing Rule 7.10.2 the Appraisal Report is required to:
§
be addressed to the Directors of MPG who are not, and are not associated with, a relevant Associated
Person (which is Simon Bennett and Pramod Khatri);
§
be expressed to be for the benefit of the shareholders of MPG not associated with Simon Bennett and
Pramod Khatri;
§
state whether or not in the opinion of Grant Samuel the consideration and the terms and conditions of
the Share Issue to Simon Bennett and Pramod Khatri are “fair” to MPG’ shareholders (other than those
associated with Simon Bennett and Pramod Khatri);
§
state whether or not in Grant Samuel’s opinion the information to be provided by MPG to its
shareholders is sufficient to enable holders of those shares to understand all the relevant factors, and
make an informed decision in regard to the fairness opinion;
§
state whether Grant Samuel has obtained all information which it believes desirable for the purposes
of preparing the report, including all relevant information which is or should have been known by any
director of MPG and made available to the directors;
§
state any material assumptions on which Grant Samuel’s opinion is based; and
§
state any term of reference which may have materially restricted the scope of the report.

8

2.2 Basis of the Evaluation
The term “merits” as used in Rule 18 of the Takeovers Code has no legal definition in New Zealand either in
the Takeovers Code itself or in any statute dealing with securities or commercial law.
Similarly, the term “fair” as used in Listing Rule 7.8.8 has no legal definition in New Zealand either in the NZX
Listing Rules themselves or in any statute dealing with securities or commercial law, although over time a
commonly accepted meaning has evolved.
NZX Listing Rules 7.10.2 requires that the Appraisal Report evaluates whether the issue price and other terms
of the Share Issue are fair. The terms and conditions of the proposed issue of shares are considered to be fair
if they are not onerous and do not adversely affect MPG’ existing shareholders.
Grant Samuel has considered that an assessment of the merits of the Proposed Recapitalisation is a broader
test than “fair”.
Grant Samuel has evaluated the Proposed Recapitalisation by reviewing the following factors:
§
reviewing the current trading conditions for MPG and the timing and circumstances surrounding the
Proposed Recapitalisation;
§
assessing the potential impact of the Proposed Recapitalisation on MPG’ financial position;
§
assessing the potential impact of the Proposed Recapitalisation on the strategic direction of MPG;
§
assessing the solvency risk and liquidity for MPG if the Proposed Recapitalisation is not approved by the
shareholders;
§
the effect on control of the MPG;
§
evaluating the dilutionary impact on MPG’s share price;
§
evaluating the value of the Top Up Placement and Rights Issue with comparison to the market price of
MPG’ shares;
§
evaluating the estimated value range of MPG and the price of the Proposed Recapitalisation when
compared to that estimated value range;
§
assessing the impact of the Proposed Recapitalisation on the liquidity of MPG’ shares;
§
assessing the impact of the Proposed Recapitalisation on the existing shareholder’s holdings including
the impact of participating in the Rights Issue; and
§
assessing the likelihood of an alternative offer and alternative transactions.
2.3 Approach to Valuation
Grant Samuel has estimated the value range of MPG with reference to its full underlying value. In Grant
Samuel’s opinion the price to be paid under a full takeover should reflect the full underlying value of the
company. The support for this opinion is twofold:
§
the Takeovers Code’s compulsory acquisition provisions apply when the threshold of 90% of voting
rights has been reached. In this instance, the Takeovers Code seeks to avoid issues of premiums or
discounts for minority holdings by providing that a class of shares is to be valued as a whole, with each
share then being valued on a pro rata basis. In other words, a minority shareholder is to receive its
share of the full underlying value. Grant Samuel believes that the appropriate test for fairness under a
full or partial takeover offer where the offeror will gain control is the full underlying value, prorated
across all shares. The rationale for this opinion is that it would be inconsistent for one group of minority
shareholders, those selling under compulsory acquisition, to receive a different price under the same
offer from those who accepted the offer earlier; and

9

§
under the Takeovers Code the acquisition of more than 20% of voting rights in a “code” company can
only be made under an offer to all shareholders unless the shareholders otherwise give approval. As a
result, a controlling shareholding (generally accepted to be no less than 40% of the voting rights) cannot
be transferred without the acquirer making an offer on the same terms and conditions to all
shareholders (unless shareholders consent). Prior to the introduction of the Takeovers Code some
market commentators held the view that where a major shareholder had a controlling shareholding,
any control premium attached only to that shareholding. One of the core foundations of the Takeovers
Code is that all shareholders be treated equally. In this context, any control premium is now available
to all shareholders under a takeover offer (in a scenario where an offeror will gain control), regardless
of the size of their shareholding or the size of the offeror’s shareholding at the time the offer is made.
Accordingly, Grant Samuel is of the opinion that not only because shares acquired under a compulsory
acquisition scenario will receive a price equivalent to full underlying value, but because the control premium
is now available to all shareholders, the share price under either a full or partial takeover offer where the
offeror will gain control should be within or exceed the prorated full underlying valuation range of the
company.
MPG has been valued at fair market value, which is defined as the estimated price that could be realised in
an open market over a reasonable period of time assuming that potential buyers have full information.
Grant Samuel’s opinion is to be considered as a whole. Selecting portions of the analyses or factors
considered by it, without considering all the factors and analyses together, could create a misleading view of
the process underlying the opinion. The preparation of an opinion is a complex process and is not necessarily
susceptible to partial analysis or summary. For the avoidance of doubt, appendices A to D form part of this
report.
2.4 Profile of Amari
Amari is private company which owns and operates a network of specialised metals distribution businesses
across Australia. Amari also has common ownership with three businesses serving similar industries in New
Zealand.
In Australia Amari owns Atlas Steels - Australasia’s largest supplier of stainless and specialty steel products,
which includes stainless steel sheets, coils and plates, stainless steel tubes pipes, fittings and aluminium
sheets and plates. Atlas Steels operates in five states in Australia across eight locations with a focus on
products for the building and infrastructure sectors.
The three New Zealand related businesses are:
§
McKechnie Aluminium (which includes the Omega Window Systems Division) - a provider of extruded
aluminium products to the building industry and an aluminium window and door supplier throughout
New Zealand in the residential and commercial sectors;
§
Wakefield Metals - New Zealand’s leading importer and distributor of various metals including
aluminium, brass, copper, stainless steel, steel, zinc and other speciality products. Major market sectors
include building and construction, white goods, marine, transport, electrical, dairy and wine. Wakefield
Metals uses the Amari global network to source and provide logistics services for manufacturers, and
§
New Zealand Tube Mills - the leading manufacturer of stainless and carbon steel tubes.

10

3 Industry Overview
3.1 Overview of the Industry Structure
MPG operates in the flat glass processing industry in New Zealand and Australia which includes
manufacturing, cutting, grinding, polishing, heat treatment and laminating of glass materials. Processed glass
is sold to downstream manufacturers and retailers of construction products such as windows, doors,
tabletops and kitchens.
The industry structure in New Zealand and Australia is summarised below. MPG’s position in the market is
as a domestic glass processor but it also provides glazing services in New Zealand.
INDUSTRY STRUCTURE

Grant Samuel analysis
The following comments are relevant when reviewing the table above:
§
Float glass (a sheet of glass made by floating molten glass on a bed of molten metal) is no longer
manufactured in New Zealand or Australia. The last float glass manufacturing plant in Australia
operated by Oceania Glass (Oceania) was closed in March 2025 following approximately 50 years of
operation. In New Zealand, the last domestic float glass line was closed in 1991 following 18 years of
operation. There are approximately 450 float glass lines globally with the largest manufacturers being
based in China, Europe and North America.
4

§
Float glass is converted by domestic processors into:
• insulating glass units (IGUs) - a multi-pane glass assembly designed to reduce heat transfer and
improve energy efficiency. IGUs typically consist of two or more panes of glass separated by a
spacer and sealed around the edges. Double Glazing Units (DGUs) is a specific type of IGU that
contains two panes of glass and is the most common form of IGU.
• single glazed units (SGU) - refers to window or glass systems made of just one pane of glass without
any insulating layers.
§
Processed glass is primarily sold by glass processors to:
• glass window and door fabricators (Fabricators), who integrate glass with joinery to sell assembled
products to builders and homeowners. Fabricators are the largest customer segment for DGUs.
• glass merchants (Merchants), who resupply processed glass direct to end users providing SGUs
and glazing and installation services.
________________________________________________________________________________________________________________________________________________________
4
National Glass Association.
Offshore Float
Glass
Manufacturers
Domestic Glass
Processors
Offshore Glass
Processors
Glass Window and
Door Fabricators
Glass Merchants
and Glaziers
Residential
Builders and
Commercial
Construction Firms
Homeowners,
Builders and major
projects

11

• commercial construction firms (Contractors), who purchase glass for building facades and single
glass products. For large projects with long lead times, the Contractor will typically source product
from an overseas glass processor where this is more cost competitive.
The flat glass processing market in New Zealand and Australia is considered a just-in-time manufacturing
market that benefits from investment in automation and efficient systems and processes. Window
manufacturers and glaziers generally expect a three-day turnaround from submitting an order to delivery.
The geographical spread of the market in New Zealand and Australia means that having a strong distribution
network is necessary to meet the short lead time expectations. Currently there are limited processed glass
imports into New Zealand.
Glass is generally installed in the later stages of construction. MPG’s experience is that demand for residential
glass typically lags the issuance of new dwelling building consents by between 6-12 months.
A typical new house has more than 20 windows and may also have a glass splashback, shower screens,
mirrors and a balustrade. The construction industry in New Zealand and Australia does not have broadly
accepted standardised window sizes and specifications.
3.2 Overview of Key Market Participants
The following table provides an overview of the key participants in the glass processing markets in New
Zealand and Australia:
OVERVIEW OF KEY MARKET PARTICIPANTS
COMPANY NEW ZEALAND AUSTRALIA DESCRIPTION
MPG Yes Yes § Refer section 4
Viridian Yes Yes § Largest glass processor in Australasia.
§ Reported revenues of A$220m for the year ended June 2024.
§ Majority owned by private equity firm Crescent Capital Partners
(Cresent).
AGP/APL Yes - § AGP operates a double-glazing manufacturing business in
Cambridge, New Zealand.
§ AGP is part of Profile Group, which provides window and door
systems throughout New Zealand. Profile Group businesses
include First, Altherm and Vantage which have more than 80
fabricators.
FMI Yes Yes § Fairview Metal Industries (FMI) Building Solutions owns two glass
processing plants in Australia (Melbourne and Sydney) and two in
New Zealand (Auckland and Christchurch).
§ FMI operates two Fabricators - Fairview and Next. Fairview and
Next have approximately 50 aligned fabricators.
G James - Yes § One of Australia’s biggest glass, aluminium and window systems
manufacturers.
§ Exports to New Zealand.
Grant Samuel analysis
The following comments are relevant when reviewing the table above:
§
In New Zealand, the emergence of AGP as a major player in the glass processing market has been
disruptive to both MPG and Viridian. Since AGP launched in 2020 MPG’s market share and revenue
have declined. Over this period AGP has also taken market share off smaller competitors. MPG and
AGP now represent approximately 60% of the total market.

12

MPG NEW ZEALAND MARKET SHARE (ESTIMATE)

MPG Estimates
§
The majority of MPG’s market share was lost due to AGP providing products to APL fabricators, which
used to be a major customer of MPG.
§
The other main fabricators in New Zealand are FMI and Altus which represent a large proportion of New
Zealand’s window sales (behind APL). Recently, FMI has two glass processing plants in New Zealand
and it recently purchased two glass processing plants in Australia.
§
In Australia AGG primarily provides products to window fabricators and it is the second largest
manufacturer of processed glass with approximately 17% market share in the states that it operates in
- Victoria, NSW and Tasmania. The largest operator in these states is Viridian which has a market share
of approximately 33%. The Australian industry is fragmented with a small number of operators of scale
and a significant number of small-scale IGU manufacturers, most of which are regionally based and
produce primarily for their local markets.
AGG MARKET SHARE IN SOUTH-EAST AUSTRALIA (IGUS MANUFACTURED) (ESTIMATE)

MPG based on its own internal research.
30%
29%
22%
9%
6%
14%
MPG market share 50% + prior
to AGP entry in 2020
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
MPGAGPViridianFMIGlass TeamOther
Market Share (%)
33%
17%
7%
9%
8%
6%
20%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
ViridianAGGSouthern StarGlassworksG JamesJeldwenOther
Market Share (%)

13

3.3 Overview of Key Industry Dynamics
Demand for performance glass is driven by a range of factors including the level of residential and non-
residential building activity as well as changing building and insulation standards.
3.3.1 Building Activity
New Zealand Residential Activity
The following chart shows the number of new homes consented in New Zealand for the years ended May
2016 to 2025. Consents for the year to May 2025 of 33,530 homes was 34% down from the peak in the year
to May 2022 of 51,015 homes.
NUMBER OF NEW DWELLINGS CONSENTED IN NEW ZEALAND OVER THE LAST 10 YEARS (000) (YEAR TO MAY 2025)

Source: Statistics NZ
The proportion of consents that were multi-unit has increased from 28% in the year to May 2016 to 53% in
the year to May 2025, highlighting the trend towards the development of multi-unit homes.
Residential building activity in New Zealand remains subdued with weak economic activity, the impact of
higher interest rates and building costs impacting on activity levels. Market commentators note that a floor
may have been reached in residential construction activity and that a gradual recovery can be expected from
late 2025 helped by declining interest rates and improving market sentiment. Demand for performance glass
generally lags consents by six to twelve months. Based on consent data in 2025 this suggests that demand
for performance glass in New Zealand will remain subdued in FY26.
New Zealand Building and Construction Outlook
The National Construction Pipeline Report 2024 provides a six year forward view of national building and
construction activity to 2029. Highlights from the report include:
§
total construction activity forecast to decrease to $55.1 billion in 2025 down from $60.8 billion in 2023
and $55.6 billion in 2024;
§
non-residential activity is forecast to fall in 2024 to $11.8 billion, following a peak in 2023 of $13.7 billion.
Intentions data suggest there remains a significant pipeline and non-residential activity will return to
$13.3 billion by the end of 2029; and
§
nationally, new dwelling consents will fall to a low of 30,000 in 2025 and is then forecast to increase
through to 2029.
28.4
30.6
32.6
34.7
37.0
43.5
51.0
45.2
34.9
33.5
0
10
20
30
40
50
60
2016201720182019202020212022202320242025
Thousands of Units Consented (000s)
Multi-unit homesStand-alone houses

14

The following chart shows the forecast value of residential and non-residential construction activity in New
Zealand for the years ended December 2022 and 2023, together with the forecast for the years ending
December 2024 to 2029:
HISTTORICAL AND FORECAST VALUE OF RESIDENTIAL AND NON-RESIDENTIAL BUILDING ACTIVITY IN NEW ZEALAND
TO 2029 ($ BILLIONS)

Source: MBIE National Construction Pipeline Report December 2024
Australia Residential Activity
The following chart shows the number of residential dwelling units approved in Australia for the years ended
May 2016 to May 2025. Approvals for the year to May 2025 of approximately 180 units was 24% down from
the peak in the year to May 2016 and 15% down from the recent peak in May 2021.
NUMBER OF DWELLING UNITS APPROVED IN AUSTRALIA (000S)

Source: Australian Bureau of Statistics

34.4
32.9
30.4
28.9
30.9
34.4
33.9
35.4
12.5
13.7
11.8
12.6
12.4
12.8
13.0
13.3
46.9
46.6
42.2
41.5
43.3
47.2
46.9
48.7
0
10
20
30
40
50
60
2022A2023A2024F2025F2026F2027F2028F2029F
Vlaue of NZ Construction Activity (NZ$billions)
ResidentialNon-residential
238
223
231
192
172
212
207
179
164
180
0
50
100
150
200
250
300
2016201720182019202020212022202320242025
Thousands of Dwelling Units Approved
(000s)

15

Australia Building and Construction Outlook
The following chart shows the forecast value of residential and non-residential construction activity in
Australia for the years ended March 2019 to 2025, together with the forecast for the years ending March
2026 and 2027:
HISTORICAL AND FORECAST VALUE OF RESIDENTIAL AND NON-RESIDENTIAL BUILDING ACTIVITY IN AUSTRALIA TO
2027 ($ BILLIONS)
Source: Australian Bureau of Statistics. Building Activity (Residential and Non-residential) Value of work done. Australian Construction
Industry Forum (ACIF) Construction Market Report used for forecasts.
ACIF noted that residential building has turned around with the recovery gathering momentum. Most of this
has been in stand-alone houses which historically have responded quickly to cyclical changes. The forecasts
for residential building indicate a slow recovery phase with 1% growth in 2025, increasing to 3% in 2026 and
2027.
Non-residential building activity is forecast to contract by 5% in 2025 reflecting poor leading indicators
regarding business investment and building approvals. Interest rate reductions and improved business
demand are expected to lift activity in 2026 and 2027.
3.3.2 Changing Insulation Standards
Changing insulation standards are supporting growth in DGUs.
The Australian Government issued changes to its National Construction Code (NCC) which, in certain areas,
now require windows with certain thermal properties, requiring double glazing to meet them. MPG has
observed the following impacts:
§
New South Wales (NSW) - the change in the NCC was implemented in October 2023. Despite declining
building activity, demand for double glazing increased approximately 9-12 months after the NCC
changes came into effect. NSW penetration for double glazing in FY24 was 18%. Following the impact
of the NCC penetration lifted to 28% and this is expected to increase to 44% in FY26, then further to
approximately 60% over the following two years
5
; and
§
Victoria - the change in the building code was implemented in May 2024. This could result in a ~50%
increase in demand based on NSW experience, although further investment in manufacturing capacity
by AGG would be required to fully capture this increased level of demand.
New Zealand changed its building code in 2007 and since then IGU has become the standard for residential
construction in New Zealand.
________________________________________________________________________________________________________________________________________________________
5
Source: MetroGlass Potential Investor Presentation dated May 2025.
104
94
90
94
90
92
94
97
100
53
56
55
56
58
62
60
61
61
157
150
146
149
148
153
155
158
162
0
20
40
60
80
100
120
140
160
180
20192020202120222023202420252026F2027F
ResidentialNon-residential

16

4 Profile of MPG
4.1 Overview
MPG manufactures high-performance glass, primarily selling to window manufacturers for use in new
residential construction and renovations. MPG also provides related services including glazing to the New
Zealand residential and commercial construction markets.
MPG has a network of five manufacturing facilities in New Zealand and Australia and twelve distribution or
retail sites across New Zealand.
In the financial year ending 31 March 2025 (FY25), New Zealand and Australia accounted for approximately
63% and 37% of MPG’s total revenue respectively. The proportion of total revenue generated from Australia
has increased over the five years due to revenue growth and a decline in New Zealand’s revenue. MPG’s
revenue by country from FY21 to FY25 is summarised below:
HISTORICAL REVENUE SEGMENTATION BY REGION (NZ$ MILLIONS)

Source: MPG Annual Reports
4.2 New Zealand Overview
In New Zealand MPG primarily services three customer segments:
§
Residential - providing product sales and installation services to glaziers that service the residential
market in New Zealand;
§
Commercial Glazing - providing product sales and installation services to glazing operations that service
the commercial market in New Zealand; and
§
Retrofit – providing product sales and installation services direct to the end user through MPG’s
branches throughout New Zealand and four large retrofit commercial operators.
MPG is focused on fabrication customers in New Zealand but also sells direct to residential and light
commercial customers through its branch network. MPG also has a low level of customer concentration in
New Zealand with the top 10 customers representing approximately 21% of revenue in FY25.
The allocation of sales between residential and commercial can be difficult as MPG does not always know
the end-use application. In FY25, MPG estimates that sales to the residential sector represented
approximately 82% of its revenue in New Zealand.


$180m
$178m
$187m
$160m
$134m
$52m
$58m
$77m
$80m
$80m
0
50
100
150
200
250
300
FY21FY22FY23FY24FY25
Revenue (NZ$m)
New ZealandAGG

17

MPG’s New Zealand revenue by segment from FY21 to FY25 is summarised below:
MPG NEW ZEALAND SEGMENT REVENUE GROWTH (NZ $MILLIONS)

Source: MPG Annual Reports
MPG is the largest glass processor in New Zealand with an approximate 30% market share. MPG’s market
position has been established through:
§
a national distribution network which focuses on customer service and Delivery In Full On Time (DIFOT);
§
a strong logistics capability with more than 215 service vehicles;
§
over 120 glazing (installation) staff to assist with customer service (approximately 600 employees in
total);
§
automation and processing capability to allow MPG to efficiently deliver customised products within
short lead times; and
§
a comprehensive range of value-added glass products.
The historical financial performance of New Zealand for the years ended 31 March 2023 (FY23), 2024 (FY24)
and 2025 (FY25) is summarised below:
MPG NEW ZEALAND- FINANCIAL PERFORMANCE ($ MILLIONS)
YEAR END 31 MARCH 2023 2024 2025
Revenue 186.7 159.6 133.9
Cost of sales (108.0) (89.7) (75.9)
Gross profit 78.8 69.8 58.0
Operating expenses (exc Group costs) (58.6) (55.4) (48.2)
Depreciation and amortisation (13.7) (13.2) (12.7)
Normalised EBIT 6.4 1.3 (2.9)
Change in revenue % 4.9% (14.6%) (16.1%)
Gross profit margin % 42.2% 43.8% 43.3%
Normalised EBIT margin % 3.4% 0.8% (2.2%)
Source: MPG Annual Reports and Grant Samuel analysis

$118m
$116m
$122m
$100m
$85m
$37m
$33m
$37m
$35m
$25m
$25m
$29m
$28m
$25m
$24m
0
20
40
60
80
100
120
140
160
180
200
FY21FY22FY23FY24FY25
Revenue (NZ$m)
Residen tialCom merical Glaz in gRetrofit

18

The following comments are relevant when reviewing the table above:
§
In New Zealand MPG achieved revenue growth in FY23 as the market recovered from the COVID-19
pandemic which over the prior two-year period resulted in:
• manufacturing operations being closed intermittently throughout New Zealand during the various
lockdowns;
• supply chain disruptions, including shipping delays;
• staff shortages and tight border controls;
• a rapid increase in inflation and rising input costs flowing on from the issues highlighted above.
§
Due to the entry of AGP in FY20, the impact of COVID-19 and a challenging economic environment,
MPG’s New Zealand revenue and EBITDA has declined significantly since FY20:
NEW ZEALAND HISTORICAL REVENUE ($ MILLIONS)

NEW ZEALAND HISTORICAL EBIT ($ MILLIONS)
6


Source: MPG Annual Reports and Grant Samuel analysis

________________________________________________________________________________________________________________________________________________________
6
MPG adopted IFRS16 for its financial reporting in FY18. The impact of IFRS16 on FY17 EBIT is minimal and would not have a material impact
on this trend analysis.
214
213
217
203
180
178
187
160
134
0
50
100
150
200
250
FY17FY18FY19FY20FY21FY22FY23FY24FY25
Revenue (NZ$m)
AGPenters
the industry
32
29
31
26
19
7
6
1
-3
-5
0
5
10
15
20
25
30
35
FY17FY18FY19FY20FY21FY22FY23FY24FY25
EBIT (NZ$m)

19

§
In 2024 MPG implemented a revised strategy to address the declining financial performance in New
Zealand. This included a focus on:
• organisational change, including reducing the number of board members;
• cost out initiatives; and
• business simplification and a focus on quality and service.
§
In FY25 MPG’s New Zealand revenue continued to decline due to a significant reduction in residential
construction activity. MPG’s $7.2 million reduction in operating costs was not sufficient to offset the
decline in revenue which led to an EBIT loss of $2.9 million. Despite this loss, the strategic initiatives
did result in the gross margin % remaining at a similar level to FY24, despite pricing pressure from
competitors. DIFOT service levels, which are critical to customer satisfaction also increased significantly
to average 97% (up from 75% in FY24).
NEW ZEALAND – DIFOT IN FY24 AND FY25

Source: MPG Management Reporting
§
The North Island and South Island represented approximately 60% and 40% of MPG’s New Zealand
revenue respectively in FY25. MPG’s revenue decline in FY25 can largely be attributed to the
performance of the North Island operations, with a revenue decline of 27% (approximately $30 million).
The South Island performed well in a subdued construction market with a revenue decline of only 3%.
§
MPG expects the market in New Zealand market to stay flat through FY26. MPG believes its operations
are now efficient and cost effective and are well positioned for growth when the market improves.

63%
72%
63%
69%
71%
76%
77%
68%
64%
62%
59%
61%
63%
60%60%
69%
87%
91%
86%
92%
92%
87%
99%
95%
97%
38%
53%
62%
77%
85%
86%
90%
89%
88%
76%
69%
62%
92%
94%
90%90%
92%
99%99%98%99%
97%
95%
95%
98%
100%
0.0%
20.0%
40.0%
60.0%
80.0%
100.0%
120.0%
Feb 23
Mar 23
Apr 23
May 23
Jun 23
Jul 23
Aug 23
Sep 23
Oct 23
Nov 23
Dec 23
Jan 24
Feb 24
Mar 24
Apr 24
May 24
Jun 24
Jul 24
Aug 24
Sep 24
Oct 24
Nov 24
Dec 24
Jan 25
Feb 25
Mar 25
DIFOT (%)
AucklandChristchurch

20

4.3 AGG Overview
AGG is a one of Australia’s leading suppliers of IGUs with operations in Melbourne, Sydney and Hobart. AGG
was acquired by MPG in 2016 and has operated as a wholly owned independent subsidiary of MPG since it
was acquired in 2016. In early 2018, AGG invested approximately NZ$8.0 million in the establishment of the
processing facility in Tasmania.
AGG services more than 400 customers in Australia - the majority of which are window fabricators.
Australia’s window fabrication industry is made up of a large number of small to medium sized competitors.
Due to the fragmented nature of the industry in Australia AGG has a low level of customer concentration
with the top 10 customers representing approximately 19% of FY25 revenue.
The historical financial performance of AGG from FY23 to FY25 is summarised below:
AGG- FINANCIAL PERFORMANCE ($ MILLIONS)
YEAR END 31 MARCH 2023 2024 2025
Revenue 76.8 79.7 80.1
Cost of sales (50.5) (50.9) (54.8)
Gross profit 26.3 28.8 25.3
Operating expenses (exc Group costs) (14.7) (17.3) (17.8)
Depreciation and amortisation (5.2) (4.7) (4.9)
Normalised EBIT 6.4 6.8 2.6
Change in revenue % 32.2% 3.8% 0.5%
Gross profit margin % 34.2% 36.1% 31.6%
Normalised EBIT margin % 8.3% 8.5% 3.2%
Source: MPG Annual Reports and Grant Samuel analysis
The following comments are relevant when reviewing the table above:
§
AGG’s manufacturing facilities are operating near full capacity (approximately 80 – 85%) based on the
current configuration and warehouse space. AGG does not have a branch network and installation
services.
§
AGG primarily sells its products on a consignment basis and prices its products based on a fixed price
list which is updated periodically to capture inflation related cost increases and increasing wage costs.
§
In FY22 and FY23 revenue growth was primarily driven by the demand for IGUs. Due to regulatory
changes in Australia, the demand for IGUs is expected to continue once the market recovers.
§
In FY25 Australia experienced a significant decline in construction activity and this resulted in a
reduction in gross margin and EBIT for AGG. AGG did not materially adjust its cost structure to match
the change in market conditions which reduced EBIT but has left AGG well positioned to deliver on an
expected increase in demand as the Australian market recovers.
§
Victoria, New South Wales (NSW) and Tasmania represented approximately 62%, 24% and 10% of AGG’s
revenue respectively in FY25. The earlier adoption of insulation standards in NSW drove expected
growth in this market. However, in Victoria and Tasmania a challenging economic environment resulted
in a decline in demand, which offset any benefits from the insulation standards change.
§
The decline in gross margin % in FY25 was primarily due to the closure of Oceania in Victoria (a local
float glass manufacturer and supplier to AGG). As a result of its closure, AGG had to make alternative
short-term arrangements to maintain stock for operations, including the acquisition of stock from
competitors, which reduced AGG’s margin. To replace the clear glass stock acquired from Oceania, AGG

21

is now sourcing directly from overseas and has adapted its warehousing to hold this inventory. The long-
term impact may result in an increase in gross margin %.
§
Under MPG’s ownership AGG’s revenue remained relatively flat from FY18 through FY22. During these
years MPG invested a significant amount of capital to strategically reset the business and drive revenue
growth and profitability. The actions to improve AGG business have included:
• focusing on the manufacturing of IGUs which has included capital investment in new production
lines;
• changing the revenue mix and customer base;
• effectively closing Sydney’s toughened glass production;
• adapting the supply chain to source glass domestically; and
• development of new products including fire-rated glass.
These actions led to AGG being able to negate, to some degree, the impacts of COVID-19 in FY22 and
achieve revenue growth since FY23.
AGG HISTORICAL REVENUE ($ MILLIONS)

AGG HISTORICAL EBIT ($ MILLIONS)
7


Source: MPG Annual Reports and Grant Samuel analysis
________________________________________________________________________________________________________________________________________________________
7
MPG adopted IFRS16 for its financial reporting in FY18. The impact of IFRS16 on FY17 EBIT is minimal and would not have a material impact
on this trend analysis.
55.4
50.4
51.9
52.5
58.1
76.8
79.7
80.1
0.0
10.0
20.0
30.0
40.0
50.0
60.0
70.0
80.0
90.0
FY18FY19FY20FY21FY22FY23FY24FY25
Revenue (NZ$m)
3.2
-4.8
-3.6
-0.7
-0.3
6.4
6.8
2.6
-6 .0
-4 .0
-2 .0
0.0
2.0
4.0
6.0
8.0
FY18FY19FY20FY21FY22FY23FY24FY25
EBIT (NZ$m)

22



§
Over the last two years AGG’s DIFOT % has consistently been above 95%. These high standards were
also maintained during the disruption caused by the closure of Oceania.
4.4 MPG Financial Performance
The historical financial performance of MPG from FY23 to FY25 is summarised below:
MPG – HISTORICAL FINANCIAL PERFORMANCE ($ MILLIONS)
YEAR END 31 MARCH 2023 2024 2025
Revenue 263.5 239.3 213.9
Cost of sales (158.5) (140.6) (130.6)
Gross profit 105.1 98.6 83.3
Distribution and glazing-related expenses (47.3) (45.7) (41.5)
Selling and marketing expenses (12.8) (12.6) (11.7)
Administration expenses (33.9) (33.8) (30.9)
Total Operating costs (94.0) (92.1) (84.1)
Share of 5R and other income and gains 0.7 0.6 0.2
Normalised EBIT 11.8 7.2 (0.6)
Normalisations (see table below) (12.0) (25.4) (4.7)
EBIT (0.2) (18.3) (5.4)
Interest expense (5.7) (6.2) (6.1)
IFRS 16 and other finance expense (5.2) (5.0) (5.3)
Finance income 0.5 0.1 0.1
Loss before income taxation (10.6) (29.4) (16.7)
Income tax benefit/(expense) - 1.9 3.2
Loss for the year (10.5) (27.5) (13.5)
Change in revenue % 11.6% (9.2%) (10.6%)
Gross profit margin % 39.9% 41.2% 38.9%
EBIT margin % 4.5% 3.0% (0.3%)
Average interest expense
8
8.6% 9.8% 9.6%
Source: MPG Annual Reports and Grant Samuel analysis
The following comments are relevant when reviewing the table above:
§
MPG’s declining Normalised EBIT over the last three years is primarily due to the financial performance
of its New Zealand business. The decline of the performance in New Zealand over the last three years
has been partially offset by improvements in AGG’s performance.
§
MPG has a high fixed cost base. Consequently, the decline in revenue in recent years has significantly
impacted its profitability.
§
In FY18 MPG adopted NZ IFRS 16 where operating lease assets and liabilities are recognised on the
balance sheet (both the leased asset and the liability associated with the future lease payment
obligations). EBITDA (Pre NZ IFRS 16) is key metric used by MPG and its Banking Syndicate and is used
to measure financial covenants (see section 4.6 below). The following table summarises bridges
between reported EBIT and EBITDA (Pre NZ IFRS 16):
________________________________________________________________________________________________________________________________________________________
8
Interest expense / opening and closing debt borrowings

23

MPG – EBITDA (PRE NZ IFRS 16) ($ MILLIONS)
YEAR END 31 MARCH 2023 2024 2025
Normalised EBIT 11.8 7.2 (0.6)
Depreciation and amortisation 19.0 17.9 17.5
Lease payments (12.1) (12.8) (12.9)
EBITDA (Pre IFRS 16) 18.6 12.3 4.0
§
MPG’s financial performance has been normalised to remove the impact of extraordinary, one-off
income or expenses to enable comparison of underlying operational performance over time. The
material normalisations are summarised below:
MPG - NORMALISATIONS ($ MILLIONS)
YEAR END 31 MARCH 2023 2024 2025
Impairment of New Zealand intangible assets (10.0) (20.9) -
Restructure of the New Zealand operations (1.9) (3.0) (2.6)
Divestment of 5R - - (1.1)
Australian divestment related costs (0.2) (1.6) (0.5)
Capital raise and takeover related expenses - - (0.6)
Total normalisations (12.0) (25.4) (4.7)
• Due to the recent performance of MPG’s New Zealand operations and its long-term forecasts, MPG
impaired its New Zealand intangible assets in FY23 and FY24.
• MPG incurred significant one-off expenses over the past three financial years associated with its
organisational restructure and cost-out programme, including the closure of the Wellington
manufacturing facility in February 2024, redundancy payments, loss on disposal of inventory and
assets and costs incurred re-commissioning assets to other locations.
• During FY25, MPG divested its 50% shareholding in glass recovery business 5R Solutions Limited
(5R) for $2.5 million, resulting in a loss on disposal of $1.1 million.
• On 23 February 2023 MPG announced plans to explore the divestment of AGG. The expenses
primarily relate to professional services associated with this process.
• In FY25 MPG has incurred expenses associated with its capital raising process and takeover related
expenses (see section 4.8 and 4.9 for a summary of these events).

24

4.5 MPG Forecast Financial Performance
The forecast financial performance of MPG for the years ending 31 March 2026 (FY26) and 31 March 2027
(FY27), including a comparison to FY25 actuals, is summarised below:
MPG - FORECAST FINANCIAL PERFORMANCE ($ MILLIONS)
YEAR END 31 MARCH 2025A 2026F 2027F
Revenue 213.9 226.0 243.5
Cost of sales (130.6) (136.6) (145.2)
Gross profit 83.3 89.4 98.3
Distribution and glazing-related expenses (41.5) (39.5) (41.7)
Selling and marketing expenses (11.7) (12.7) (13.1)
Administration expenses (30.9) (26.6) (27.2)
Operating costs (84.1) (78.7) (81.9)
Other income and gains 0.2 - -
Normalised EBIT (0.6) 10.7 16.3
Depreciation and amortisation 17.5 18.2 18.6
Lease payments (12.9) (13.5) (13.5)
EBITDA (Pre IFRS 16) 4.0 15.4 21.4
Revenue growth % (10.6%) 5.7% 7.7%
Gross profit % 38.9% 39.6% 40.4%
Normalised EBIT % (0.3%) 4.8% 6.7%
MPG Management Forecast, FY25 Actual Results.
The key assumptions supporting the FY26 forecast are summarised below:
§
The FY26 forecast incorporates actual results for the three months ending 30 June 2025 and the forecast
for the remaining nine months as prepared by MPG management and approved by MPG’s Board of
Directors.
§
MPG management has assumed no significant changes in building market activity, pricing or market
share in New Zealand in FY26 reflecting the current subdued trading conditions in New Zealand, with
revenue growth of approximately 3% driven largely by product mix and some new customers. In FY27
New Zealand revenue growth of 5% is forecast based on 2% market growth and prices increasing in line
with inflation. The FY27 forecast reflects an expected increase in construction activity as the industry
moves out of its cyclical low.
§
MPG management has assumed sales in Australia increase primarily as a result of increased penetration
of DGUs in Victoria based on the previous experience in NSW (where the building code changes were
implemented 10 months earlier (see section 3.3.2)). A price increase announced in July is also
incorporated into the forecasts over FY26 and for a full year in FY27. Revenue in Australia is expected
to increase by 10% in FY26 and 11% in FY27.
§
MPG has assumed there is no change to the building code regulations with regards to thermal efficiency
of windows implemented in New Zealand in 2022, New South Wales in 2023 and Victoria in 2024.
§
The increase in gross margin percentage and decrease in operating costs in New Zealand and Australia
reflect the annualised impact of the cost reduction initiatives undertaken in FY25 and further cost
reductions planned for FY26. The cost reductions include a further reduction in employment expenses,
subletting of space and improvement in procurement.
§
Foreign exchange rates are assumed at a spot rate of AUD$0.901, which is what was assumed when
MPG set the budget in February 2025 and is close to the current spot rate as at 15 July 2025.