Metro Renounceable Rights Offer

RENOUNCEABLE
RIGHTS OFFER
MONDAY 11 AUGUST 2025
Go to https://metroglass.capitalraise.co.nz
for more information and to apply.
This is an important document. You should
read the whole document before deciding what
action to take with your Rights. If you have any
doubts as to what you should do, please consult
your broker, financial, investment or other
professional adviser.
This Offer Document may not be distributed
outside New Zealand.
NOT FOR DISTRIBUTION OR RELEASE IN THE
UNITED STATES.

IMPORTANT
INFORMATION
Important Information3
Part 1: Key Details7
Part 2: Key Dates11
Part 3: Actions to be taken by Eligible Shareholders14
Part 4: Terms of the Rights Offer17
Part 5: Glossary27
Part 6: Directory30
CONTENTS
General information
This Offer Document has been prepared by Metro Performance
Glass Limited (Metro) in connection with a 1.6 for 1 pro rata
renounceable rights offer of New Shares (the Rights Offer).
The Offer is made to Eligible Shareholders in New Zealand only
pursuant to the exclusion in clause 19 of schedule 1 of the
New Zealand Financial Markets Conduct Act 2013 (the FMCA).
This Offer Document is not a product disclosure statement or
prospectus for the purposes of the FMCA or any other law, has
not been lodged with the FMA, and does not contain all of the
information that an investor would find in a product disclosure
statement or prospectus or which may be required to make an
informed decision about the Rights Offer or Metro.
Proposed Recapitalisation
The Rights Offer is part of the Proposed Recapitalisation
of Metro which is described in the Notice of Special
Shareholders’ Meeting. The Proposed Recapitalisation
comprises the Rights Offer and Top-Up Placement to
Amari Metals Australia Pty Ltd (Amari).
The Proposed Recapitalisation is conditional on Shareholder
Approval, which is being sought at a Special Shareholders’
Meeting to be held at 3.00pm NZST on 26 August 2025
(Special Shareholders’ Meeting).
More information on Shareholder Approval is required is set
out in the Notice of Special Shareholders’ Meeting, which was
released on 11 August 2025.
Further important information
A presentation titled “Metro Performance Glass Equity
Raise Investor Presentation” providing further important
information in relation to Metro and the Proposed
Recapitalisation (including the Rights Offer) has been
published by Metro on 11 August 2025 (the Investor
Presentation). A copy of the Investor Presentation and other
important information released on 11 August 2025, as well as
other publicly available information referred to in this Offer
Document, are available at www.nzx.com and www.asx.com.au
under the ticker codes “MPG” and “MPP”, respectively.
The Investor Presentation includes details of the rationale for
the Proposed Recapitalisation (including the Rights Offer.). It
also provides a trading update and explains in more detail the
expected impact of the Proposed Recapitalisation, including a
non-exhaustive summary of certain key risks associated with
Metro and the Proposed Recapitalisation.
You should read the Investor Presentation in full, as it contains
important information to assist you in making an investment
decision in respect of the Rights Offer. In particular, you should
read and consider Section 5 of the Investor Presentation
(“Key Risks”) before making an investment decision.
2Renounceable Rights Offer

Additional information available under Metro’s
continuous disclosure obligations
Metro is subject to continuous disclosure obligations under
the NZX Listing Rules which require it to notify certain
material information to NZX. The ASX Listing Rules also require
that Metro immediately provides to ASX all the information
which it provides to NZX that is, or is to be, made public.
Market releases by Metro are available at www.nzx.com
and www.asx.com.au under the ticker code “MPG” and
“MPP”, respectively.
Metro recommends that you read its market releases lodged
with the NZX and ASX, including its market announcements
(together with the materials attached to those
announcements) regarding:
• the Proposed Recapitalisation released on 11 August 2025
(including the Investor Presentation accompanying
the announcement);
• the Notice of Special Shareholders’ Meeting released on
11 August 2025; and
• Metro’s most recent annual report and annual results
presentation for the year ended 31 March 2025 released
on 27 May 2025.
Metro may, during the period of the Rights Offer, make
additional releases to NZX and ASX. Shareholders should
monitor Metro’s market announcements during the period
of the Rights Offer. To the maximum extent permitted by law,
no release by Metro to NZX or ASX will permit an applicant to
withdraw any previously submitted Application without Metro’s
prior written consent.
Market risk
The market price for the Shares may change materially
between the date the Rights Offer opens, the date you apply
for New Shares under the Rights Offer, and the date on which
the Shares are allotted to you. Accordingly:
• the price paid for New Shares under the Rights Offer may be
higher or lower than the price at which Shares are trading
on the NZX Main Board or ASX at the time New Shares are
issued under the Rights Offer;
• the market price of Shares following allotment may be
higher or lower than the Offer Price; and
• it is possible that up to or after the Allotment Date, you may
be able to buy Shares at a lower price than the Offer Price.
Any changes in the market price of Shares will not affect the
Offer Price.
If you have any doubts as to what you should do, please consult
your broker, financial, investment or other professional adviser.
Withdrawal and date changes
Subject to compliance with all applicable laws, Metro reserves
the right at its absolute discretion to:
• withdraw all or any part of the Rights Offer and the issue of
New Shares under the Rights Offer; and/or
• alter any dates set out in this Offer Document.
Metro will withdraw the Rights Offer if Shareholder Approval
is not obtained.
Forward looking statements
This Offer Document, the Notice of Meeting and Investor
Presentation contain certain forward-looking statements such
as indications of, and guidance on, future earnings and financial
position and performance. Forward-looking statements can
generally be identified by use of words such as ‘approximate’,
‘project’, ‘foresee’, ‘plan’, ‘target’, ‘seek’, ‘expect’, ‘aim’, ‘intend’,
‘anticipate’, ‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’, ‘objective’,
‘assume’, ‘guidance’, ‘outlook’ or similar expressions. Forward-
looking statements includes statements regarding the
timetable, conduct and outcome of the Rights Offer and the
use of proceeds thereof, statements about the plans, targets,
objectives and strategies of Metro, statements about the
future performance of, and outlook for, Metro’s business and
statements regarding growth or strategy. Any indications of, or
guidance or outlook on, future earnings or financial position or
performance and future distributions are also forward-looking
statements. All such forward-looking statements involve known
and unknown risks, significant uncertainties, judgements,
assumptions, contingencies, and other factors, many of which
are outside the control of Metro, which may cause the actual
results or performance of Metro to be materially different
from any future results or performance expressed or implied
by such forward-looking statements. Such forward-looking
statements speak only as of the date of this Offer Document.
Except as required by law or regulation (including the NZX
Listing Rules and the ASX Listing Rules), Metro undertakes no
obligation to provide any additional information or update these
forward-looking statements for events or circumstances that
occur subsequent to the date of this Offer Document or to
update or keep current any of the information contained herein.
Any estimates, projections or outlook statements as to events
that may occur in the future (including projections of revenue,
expense, net income and performance) are based upon the
best judgement of Metro from the information available as of
the date of this Offer Document. A number of factors could
cause actual results or performance to vary materially from
the estimates, projections or outlook statements. Investors
should consider the forward-looking statements in this Offer
Document in light of those risks and disclosures.
Investors are strongly cautioned not to place undue reliance
on any forward-looking statements.
Offering restrictions
This Offer Document is intended for use only in connection
with the Rights Offer to Eligible Shareholders.
This Offer Document does not constitute an offer,
advertisement or invitation in any place in which, or to any
person to whom, it would not be lawful to make such an offer,
advertisement or invitation.
This Offer Document may not be sent or given to any person
outside New Zealand in circumstances in which the Rights
Offer or distribution of this Offer Document would be
unlawful. The distribution of this Offer Document (including
an electronic copy) outside New Zealand may be restricted by
law. In particular, this Offer Document may not be distributed
to any person, and the Rights and the New Shares may not be
offered or sold, in any country outside New Zealand except to
the extent permitted in this Offer Document or as Metro may
otherwise determine in compliance with applicable laws.
3Renounceable Rights Offer

Neither this Offer Document nor the Acceptance Form may
be released or distributed in the United States. This Offer
Document and the Acceptance Form do not constitute an offer
to sell, or the solicitation of an offer to buy, any securities in
the United States or in any jurisdiction in which such an offer
would be illegal. The Rights and the New Shares have not been,
and will not be, registered under the U.S. Securities Act or the
securities laws of any state or other jurisdiction of the United
States, and may not be offered or sold, directly or indirectly, in
the United States, except in transactions exempt from, or not
subject to, the registration requirements of the U.S. Securities
Act and the applicable securities laws of any state or other
jurisdiction of the United States.
Further details on the offering restrictions that apply are set
out in
Part 4: Terms of the Rights Offer.
Investors should note that while Rights will be tradeable on
the NZX Main Board, the assignment, transfer and exercise
of Rights trading on the NZX Main Board will be restricted
to persons meeting certain eligibility criteria, as set out in
Part 4: Terms of the Rights Offer. It is the responsibility of
purchasers of Rights (and any broker, nominee or custodian
acting on their behalf) to inform themselves of the eligibility
criteria for exercise. In particular, persons in the United States
and persons acting for the account or benefit of persons in
the United States (to the extent such persons are acting for
the account or benefit of persons in the United States) will
not be eligible to purchase or trade Rights or to take up New
Shares for the Rights they acquire. If holders of Rights at the
end of the trading period do not meet the eligibility criteria,
they will not be able to exercise the Rights. In the event that
holders are not able to exercise their Rights, they may receive
no value for them.
If you come into possession of this Offer Document, you should
observe any such restrictions. Any failure to comply with such
restrictions may contravene applicable securities law. Metro
disclaims all liability in respect of any such contravention by
any other person.
Decision to participate in the Rights Offer
The information in this Offer Document does not constitute
a recommendation to acquire or invest in New Shares and is
not financial product advice to you or any other person. This
Offer Document has been prepared without taking into account
your investment objectives, financial or taxation situation or
particular needs or circumstances.
Before deciding whether to invest in New Shares, you must
make your own assessment of the risks associated with an
investment in Metro (including the summary of key risks in
Section 5 of the Investor Presentation (“Key Risks”)), and
consider whether such an investment is suitable for you having
regard to publicly available information (including the Investor
Presentation and Metro’s other market releases lodged with
the NZX and ASX), your personal circumstances and following
consultation with a financial or other professional adviser.
Please read this Offer Document carefully and in full before
making that decision.
No guarantee
No person named in this Offer Document guarantees the New
Shares to be issued pursuant to the Rights Offer or warrants
the future performance of Metro or any return on any
investment made pursuant to this Offer Document.
Privacy
Any personal information you provide in your Application will be
held by Metro and/or the Registrar at the addresses set out
in the Directory.
Metro and/or the Registrar may store your personal
information in electronic format, including in online storage
on a server or servers which may be located in New Zealand
or overseas. The information will be used for the purposes of
administering your investment in Metro.
This information will only be disclosed to third parties with
your consent or if otherwise required or permitted by law.
Under the New Zealand Privacy Act 2020, you have the
right to access and to request correction of any personal
information held about you.
Enquiries
Any questions about the Proposed Recapitalisation or the
Rights Offer (including regarding the matters set out in this
Offer Document, the Investor Presentation or the Notice of
Special Shareholders’ Meeting) can be directed to an NZX
Firm, or your financial or other professional adviser. If you
are an Eligible Shareholder and have any questions about the
number of New Shares shown on the Acceptance Form or
in the “Acceptance” section of the Offer Website, or how to
complete the Acceptance Form or the electronic acceptance
form on the Offer Website, please contact the Registrar whose
contact details are set out in Part 6: Directory.
Times, currency and laws
Unless otherwise stated, all references in this Offer Document
to times and dates are to times and dates in New Zealand,
all references to currency are to New Zealand dollars, and
all references to applicable statutes and regulations are
references to New Zealand statutes and regulations.
Defined terms
Capitalised terms used in this Offer Document have the
meanings given in Part 5: Glossary.
4Renounceable Rights O er

PART 1:
KEY DETAILS
IssuerMetro Performance Glass Limited
The Rights Offer A pro-rata renounceable rights offer of 1.6 New Shares for every 1 Existing Share held on the
Record Date (the Rights Offer).
New Shares:
• which pertain to Rights not taken up by Eligible Shareholders; or
• which are attributable to the rights of Ineligible Shareholders,
will be available for Eligible Shareholders who take up their Rights in full to apply for under the
Oversubscription Facility.
See below for further detail on the Oversubscription Facility.
Opening Date for the
Rights Offer
1 September 2025.
RightsEligible Shareholders have a right to subscribe for 1.6 New Shares for every 1 Existing Share held as
at 7.00pm (NZST) on the Record Date at the Offer Price.
The number of Rights to which an Eligible Shareholder is entitled to be issued will, in the case of
fractions, be rounded down to the nearest whole number.
Eligible Shareholders may take up all or some or none of their Rights. 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 27 August 2025 and 5 September 2025, if there is a buyer for those Rights.
Eligible Shareholders do not pay for the Rights themselves. Eligible Shareholders will pay only for the
New Shares issued to them if they choose to take up all or some of their Rights.
The Rights Offer is a pro rata offer. If you take up all of your Rights, your percentage holding in
Metro will not reduce as a result of the Rights Offer.
If you do not take up all of your Rights, or are an Ineligible Shareholder, your percentage holding in
Metro will reduce following completion of the Rights Offer.
The Top-up Placement will occur on completion of the Rights Offer and will cause Amari to reach a
51% shareholding in Metro. Most Shareholders’ percentage holding in Metro will reduce as a result,
even if they took up all of their Rights. The extent of dilution for each Shareholder will depend on
their and other Shareholders’ participation in the Rights Offer.
Further information regarding the dilutionary impact of the Rights Offer and Top-up Placement,
including worked examples, is set out in Section 5(b) of the Notice of Special Shareholders’ Meeting
under the subheading “Dilutionary Impact”.
Your Rights may have value. If you do nothing, your Rights will lapse and you will not be able to
subscribe for any New Shares and will not realise any value for your Rights.
Exercising Rights purchased
on the NZX
Rights purchased on the NZX may only be exercised by purchasers that meet eligibility requirements.
In particular, Rights may not be exercised by purchasers that are in the United States or who are
acting for the account or benefit of persons in the United States (to the extent such persons
are acting for the account or benefit of persons in the United States). Potential purchasers of
Rights should familiarise themselves with the requirements for exercise, which are set out in this
Offer Document.
Offer Price $0.03 per New Share.
5Renounceable Rights O er

Oversubscription FacilityEligible Shareholders who take up their Rights in full have the opportunity to apply for Additional
New Shares through the Oversubscription Facility, up to a maximum amount of Additional New
Shares equal to the greater of:
• 100% of their Rights entitlement; or
• $25,000.
Any Additional New Shares applied for under the Oversubscription Facility will be issued at the
Offer Price.
Committed Participation Metro has received binding commitments from certain wholesale investors to subscribe for New
Shares not taken up by Shareholders under the Rights Offer (Shortfall Shares) at the Offer Price,
up to $5.06 million in aggregate (Binding Commitments).
The wholesale investors include Metro’s Executive Director Simon Bennett and Independent
Director Pramod Khatri, who have given Binding Commitments to subscribe for up to $1 million and
$200,000 of Shortfall Shares respectively.
Agreement with Amari Metro has reached an agreement with Amari, under which Amari has agreed to subscribe for 51%
of the total Metro Shares on issue. That will be effected by Amari:
• underwriting Shortfall Shares not taken up by Shareholders under the Offer or through the
Binding Commitments; and
• after allocations under the Rights Offer have been completed, Amari subscribing for further new
Shares at $0.03 so that Amari reaches a 51% shareholding in Metro, under the Top-up Placement.
Shareholder Approval The Rights Offer requires, and is conditional on, approval by Shareholders by way of ordinary
resolution under:
• Rule 7(d) of the Takeovers Code, as Amari’s participation in the Rights Offer and Top-up
Placement will cause Amari to hold more than 20% of the voting rights in Metro;
• NZX Listing Rule 4.2.1, which generally requires share issues to be approved by ordinary
resolution unless an exception in NZX Listing Rule 4.1.2 applies; and
• NZX Listing Rule 5.2.1, as it is a “Material Transaction” involving the participation of two
“Related Parties”, Metro directors Simon Bennett and Pramod Khatri, who have given Binding
Commitments to subscribe for up to $1 million and $200,000 of Shortfall Shares respectively.
If Shareholder Approval is not obtained:
• Metro will withdraw the Rights Offer, and no New Shares will be issued under it;
• any application monies received prior to the date of the Special Shareholders’ Meeting will be
refunded (without interest) within five Business Days of the Special Shareholders’ Meeting; and
• the Top-up Placement will not occur.
More information on why Shareholder Approval is required is set out in the Notice of Special
Shareholders’ Meeting released on 11 August 2025.
Director ParticipationJulia Mayne holds 25,000 Shares in Metro and has confirmed she intends to take up all of her Rights
under the Rights Offer.
See above for Binding Commitments given by Simon Bennett and Pramod Khatri.
Existing Shares
currently on issue
185,378,086 Existing Shares.
Approximate number of
New Shares being offered
296,604,938 New Shares under the Rights Offer.
In addition, Metro intends to issue further new Shares to Amari after completion of the allocations
under the Rights Offer, under the Top-up Placement, so that Amari reaches a 51% shareholding in
Metro. Further information regarding the Top-up Placement can be found in the in the Notice of
Special Shareholders’ Meeting.
6Renounceable Rights Offer

Rights Offer size The amount to be raised under the Rights Offer is $8.9 million.
New SharesThe same class as (and ranking equally with) Existing Shares.
Eligible ShareholdersA Shareholder who, as at 7.00pm (NZST) on the Record Date:
(a) is located in/has a registered address in New Zealand; and
(b) 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.
When to applyThe Rights Offer opens on 1 September 2025.
Applications may be made from 1 September 2025 and must be received by 5.00pm (NZST) on the
Closing Date (12 September 2025, unless extended).
How to apply
Applications must be made (together with payment) either using the online application form at
https://metroglass.capitalraise.co.nz or by returning the Acceptance Form and following the
payment instructions set out on that form.
If you are a Custodian, please see paragraph 15.1 of
Part 4: Terms of the Rights Offer. If you hold
your Shares through a Custodian, please provide your Custodian with your instructions so that they
may apply on your behalf in accordance with paragraph 15.1 of
Part 4: Terms of the Rights Offer.
If a postal application is made, please send this in time for it to be received by the Registrar on
behalf of Metro before 5.00pm (NZST) on the Closing Date.
If, before the Closing Date, Metro receives both an Acceptance Form and a renunciation in respect
of the same Rights, Metro will give priority to the renunciation and the Acceptance Form will not be
accepted in respect of those Rights.
UnderwritingThe Rights Offer is not underwritten by a professional underwriter. However, Metro has received
the Binding Commitments from certain wholesale investors and has reached agreement with Amari
that it will subscribe for any Shortfall Shares not taken up under the Binding Commitments.
7Renounceable Rights Offer

PART 2:
KEY DATES
1
DateDateEventEventDetailDetail
11 August 2025Announcement of the Proposed
Recapitalisation and the Special
Shareholders’ Meeting
5.00pm (NZST)
24 August 2025
Deadline to return voting/proxy form for
Special Shareholders’ Meeting
3.00pm (NZST)
26 August 2025
Special Shareholders’ Meeting held
If Shareholder Approval is obtained:
27 August 2025Rights trading opensRights trading commences on the NZX Main Board.
7.00pm (NZST)
28 August 2025
Record DateThe date for determining entitlements of Eligible
Shareholders.
29 August 2025Despatch for the Rights OfferOffer Document and Acceptance Forms despatched to
Eligible Shareholders.
1 September 2025Opening Date for the Rights OfferRights Offer opens.
5 September 2025Rights trading closesRights trading ceases on the NZX Main Board at the
close of trading.
12 September 2025Closing Date for the Rights OfferRights Offer closes. Applications (with payment) must be
received by 5.00pm (NZST).
16 September 2025Announcement of the results of the
Rights Offer
Announcement of the results of the Rights Offer on
NZX and ASX.
19 September 2025Settlement on NZXExpected date for allotment of New Shares under the
Rights Offer and Shares allotted to Amari under the
Top-up Placement on both the NZX Main Board and ASX.
Allotment and Quotation Date New Shares issued under the Rights Offer and Shares
allotted to Amari under the Top-up Placement are
expected to commence trading on the NZX Main Board
and ASX.
Despatch DateMailing of security transaction statements to
participating Eligible Shareholders.
By 26 September 2025Latest Refund Date (if required) Refunds from scaling (if required) of any extra
application monies received for Additional New Shares
in the Oversubscription Facility will be processed within
five Business Days of the Allotment Date.
Shareholders are encouraged to apply via the online application process or submit their personalised Acceptance Forms as soon as
possible after the Opening Date. No cooling-off rights apply to applications submitted under the Rights Offer.
1. These dates are subject to change and are indicative only. Metro reserves the right to alter the timetable, subject to applicable laws and the NZX Listing Rules
and the ASX Listing Rules. Metro reserves the right to withdraw the Rights Offer at any time prior to the issue of the New Shares at its absolute discretion.
8Renounceable Rights O er

PART 3: ACTIONS TO BE TAKEN
BY ELIGIBLE SHAREHOLDERS
A. Available actions in respect of your Rights
If you are an Eligible Shareholder, you may take the
following actions:
• take up all or some of your Rights; or
• take up all of your Rights and apply for Additional New
Shares under the Oversubscription Facility and/or by
purchasing additional Rights on the NZX Main Board; or
• sell all or some of your Rights on the NZX Main Board,
if there is a buyer for those Rights; or
• take up some of your Rights, and sell all or some of
the remaining balance on the NZX Main Board, if there
is a buyer for those Rights; or
• do nothing with all or some of your Rights.
The Rights Offer is a pro rata offer to Eligible Shareholders.
If you take up all of your Rights, your percentage holding in
Metro will not reduce as a result of the Rights Offer. If you
are an Eligible Shareholder and you do not take up any of your
Rights or an Ineligible Shareholder, your shareholding in Metro
will be diluted as a result of the Rights Offer.
The Top-up Placement will occur on completion of the Rights
Offer and will cause Amari to reach a 51% shareholding in
Metro. Most Shareholders’ percentage holding in Metro will
reduce as a result, even if they took up all of their Rights.
Further information regarding the dilutionary impact of the
Rights Offer and Top-up Placement, including worked examples,
is set out in Section 5(b) of the Notice of Special Shareholders’
Meeting under the subheading “Dilutionary Impact”.
Take up all or some of your Rights
If you are an Eligible Shareholder and wish to take up all or some
of your Rights, you can:
• apply online in accordance with the instructions for online
applications below and follow the payment instructions
online; or
• apply by returning the Acceptance Form and following the
payment instructions set out on that form.
If you are a Custodian (or you hold your Shares through a
Custodian), please see paragraph 15.1 of
Part 4: Terms of
the Rights Offer.
Take up all and apply for more
Eligible Shareholders who take up their Rights in full and wish
to apply for Additional New Shares may apply for Additional New
Shares through the Oversubscription Facility. Additional New
Shares will be issued at the Offer Price.
If you are eligible, you can participate in the Oversubscription
Facility by applying for the dollar amount of Additional New
Shares you wish to subscribe for where provided for in the
online application process or on the Acceptance Form.
Additional New Shares will be allocated in accordance with
the process described in paragraph 14 of
Part 4: Terms of the
Rights Offer.
You might not be allocated all or any of the Additional New
Shares you apply for. You will not be allocated more Additional
New Shares than the number you applied and paid for.
Purchase additional Rights, or sell your Rights
The Rights are renounceable. This means Eligible Shareholders
who do not wish to take up all or some of their Rights may be
able to sell those Rights they have not taken up, if there is a
buyer for those Rights.
If you wish to sell all or some of your Rights, this can be
effected on the NZX Main Board by instructing an NZX Firm
to sell all or some of your Rights. You will need to provide
your Authorisation Code (FIN) and your Common Shareholder
Number (CSN) to the NZX Firm who you are instructing to sell
your Rights. You may be required to pay brokerage in respect
of that sale.
You may purchase additional Rights through an NZX Firm or any
other channel approved by NZX. Trading of Rights will commence
on the NZX Main Board under the code MPGRG on 27 August
2025 and will end at the close of trading on 5 September 2025.
You may be able to sell your Rights (if there is a buyer), or
purchase additional Rights, on the NZX Main Board between
these dates.
Do nothing
If you do nothing, your Rights will lapse. You will not be able to
subscribe for any New Shares and your holdings will be diluted
by the issue of New Shares under both the Rights Offer and
Top-up Placement.
If you choose not to take up any of your Rights, any New Shares
attributable to your Unexercised Rights will be available for
subscription as part of the Oversubscription Facility. You will
not receive value for any Unexercised Rights that result in
New Shares being issued to another person pursuant to the
Oversubscription Facility.
9Renounceable Rights O er

B. Applying for New Shares
Applications may be made by Eligible Shareholders online at
https://metroglass.capitalraise.co.nz from 1 September 2025
without the need to complete a physical Acceptance Form.
To apply online, you will be required to enter your CSN/Holder
number which you hold your Shares under.
Alternatively, Eligible Shareholders may also deliver a
completed Acceptance Form (either by email, mail or delivery)
to the Registrar together with payment. Applications
must be received by 5.00pm (NZST) on the Closing Date
(12 September 2025, unless extended).
If you are a Custodian (or you hold your Shares through a
Custodian), please see paragraph 15.1 of
Part 4: Terms of
the Rights Offer.
Payment
You must pay for your New Shares by way of direct debit.
If you are a Custodian (or you hold your Shares through
a Custodian), please see paragraph 15.1 of Part
4: Terms
of the Rights Offer
.
Cheques will not be accepted. Payment must be made for the
dollar amount of any New Shares taken up under your Rights
and (if you are taking up your Rights in full) the dollar amount
of Additional New Shares that you are applying for under the
Oversubscription Facility (if any).
If any scaling is applied to the application for Additional
New Shares in the Oversubscription Facility, a refund of
any extra application monies will be processed within five
Business Days of the Allotment Date. Refunds will not be
paid for any difference arising solely due to rounding or
where the aggregate amount of the refund payable to
you is less than $5.00.
More detail on payment options is included in the
Acceptance Form.
C. Further information
Enquiries about the Rights Offer can be directed to the
Metro Investor Information Line on 0800 546 567 (toll free
within New Zealand) or +64 9 375 5998 from 8.30am to 5.00pm
(NZST) Monday to Friday (excluding public holidays), or a broker
or financial, investment or other professional adviser.
If you have any questions about the number of New Shares
shown in the “Acceptance” section of the Offer Website
or on your Acceptance Form, or how to complete an online
application or your Acceptance Form, please contact the
Registrar. Contact details for the Registrar are set out in
Part 6: Directory.
10Renounceable Rights Offer

PART 4:
TERMS OF THE RIGHTS OFFER
1. The Offer
1.1 The Rights Offer is an offer of New Shares to Eligible
Shareholders under a pro rata renounceable rights
offer, including the ability to apply for Additional New
Shares under an Oversubscription Facility, up to the
specified maximum amount. Under the Rights Offer,
Eligible Shareholders have a renounceable right to
subscribe for 1.6 New Shares for every 1 Existing
Share held at 7.00pm (NZST) on the Record Date at
the Offer Price. The number of Rights to which an
Eligible Shareholder is entitled to be issued will, in the
case of fractions, be rounded down to the nearest
whole number.
1.2 The Rights will be quoted on the NZX Main Board.
Eligible Shareholders may take up all or some or none
of their Rights. Eligible Shareholders may also sell
all or some of their Rights on the NZX Main Board
between 27 August 2025 and 5 September 2025, if
there is a buyer for those Rights. Rights will not be
quoted on ASX and cannot be traded on ASX. Further
details are set out under “Rights trading” below.
1.3 Eligible Shareholders who take up their Rights in full
may also apply for Additional New Shares under the
Oversubscription Facility. Further details are set out
under “Oversubscription Facility” below.
1.4 On completion of the Rights Offer, Metro will issue
further new Shares to Amari so that it reaches a 51%
shareholding in Metro, under the Top-up Placement.
1.5 The percentage shareholding of an Eligible
Shareholder who does not exercise, or sells, their
Rights, and Ineligible Shareholder will be diluted as
a result of the Rights Offer. In addition, the Top-up
Placement will occur on completion of the Rights
Offer and will involve new Shares being issued to
Amari to ensure it reaches at 51% shareholding in
Metro. Most Shareholders’ percentage holding in
Metro will reduce as a result, and following completion,
of the Top-up Placement, even if they took up their
Rights in full.
1.6 Further information regarding the dilutionary impact
of the Rights Offer and Top-up Placement, including
worked examples, is set out in Section 5(b) of the
Notice of Special Shareholders’ Meeting under the
subheading “Dilutionary Impact”.
2. Shareholder Approval
2.1 The Offer conditional on Shareholder Approval.
More information on why Shareholder Approval
is required is set out in the Notice of Special
Shareholders’ Meeting.
3. Rights Offer size
3.1 The approximate number of New Shares being offered
under the Rights Offer is 296,604,938 New Shares.
3.2 Metro expects to raise a total of between $15 million
and $23.9 million through the Proposed Recapitalisation,
$8.9 million of which (before costs) will be raised
through the Rights Offer.
3.3 Given the commitments made to Metro’s bank
syndicate, the Rights Offer and Top-up Placement
must raise at least $15 million. Even if no Shareholders
take up their Rights, that minimum amount should
be raised through: (i) the commitments to subscribe
for Shortfall Shares in the Binding Commitments;
and (ii) the agreement with Amari to subscribe for
any remaining Shortfall Shares and further Shares
under the Top-up Placement. Accordingly, there is no
minimum amount that must be raised for the Rights
Offer to proceed.
4. Offer Price
4.1 The Offer Price is $0.03 per New Share and must be
paid in full on Application.
4.2 Payment of the Offer Price must be made in
accordance with the online application process or
in accordance with the instructions set out in the
Acceptance Form.
4.3 Application monies received will be held in a trust
account with the Registrar until the corresponding
New Shares are allotted or the application monies are
refunded. Interest earned on the application monies
will be for the benefit, and remain the property, of
Metro and will be retained by Metro whether or not
the issue of New Shares takes place.
4.4 Any refund of application monies will be made without
interest and within five Business Days following the
Allotment Date or the date that the decision not to
proceed with the Rights Offer is made (as the case
may be). Refunds will not be paid for any difference
arising solely due to rounding or where the aggregate
amount of the refund payable to the relevant
Shareholder is less than $5.00
5. Decision to participate
5.1 The information in this Offer Document does not
constitute a recommendation to invest in New
Shares and is not financial product advice. This
Offer Document has been prepared without taking
into account the investment objectives, financial
or taxation situation or particular needs or
circumstances of any applicant.
11Renounceable Rights O er

5.2 Before deciding whether to invest in New Shares,
you must make your own assessment of the risks
associated with an investment in Metro (including
the summary of key risks in Section 5 of the Investor
Presentation (“Key Risks”)), and consider whether
such an investment is suitable for you having
regard to publicly available information (including
the market releases lodged by Metro with the NZX
and ASX, including the Investor Presentation, the
Notice of Special Shareholders’ Meeting and the
publicly available information referred to in the
Important Information in this Offer Document), your
personal circumstances and following consultation
with a financial or other professional adviser. You
can also access information, including the Investor
Presentation and announcements regarding the
Rights Offer at www.nzx.co.nz and www.asx.com.au.
6. Withdrawal and late Applications
6.1 Subject to compliance with all applicable laws,
Metro reserves the right to withdraw the Proposed
Recapitalisation at any time at its absolute discretion.
6.2 Without limiting paragraph 6.1 of
Part 4:Terms of
the Rights Offer, if Shareholder Approval is not
obtained, Metro will withdraw the Rights Offer, no
New Shares will be issued under it and all application
monies received prior to the date of the Special
Shareholders’ Meeting will be refunded (without
interest) within five Business Days of the Special
Shareholders’ Meeting. Refunds will not be paid where
the aggregate amount of the refund payable to the
relevant Shareholder is less than $5.00.
6.3 Metro may accept late Applications and application
monies, either generally or in particular cases, but has
no obligation to do so. Metro may accept or reject
(at its discretion) any Application which it considers
to have been completed incorrectly or correct any
errors or omissions on any Application.
6.4 If any Application is not accepted, all applicable
application monies will be refunded without interest
to the relevant Shareholder. Refunds will not be paid
where the aggregate amount of the refund payable to
the relevant Shareholder is less than $5.00.
6.5 Once submitted, and subject to all applicable law, an
Application may not be withdrawn without Metro’s
prior written consent.
7. Purpose of the Rights Offer
7.1 Metro intends that the proceeds raised from the
Rights Offer will be applied to repay a portion of
Metro’s existing debt, as set out in further detail in
the Notice of Special Shareholders’ Meeting and the
Investor Presentation.
8. Effect of the Rights Offer
8.1 Amari will hold 51% of the Shares in Metro following
the completion of the Rights Offer and Top-up
Placement, which will have a material impact on the
control of Metro. Following completion, 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).
9. Director Participation
9.1 Julia Mayne holds 25,000 Shares and has
confirmed she will take up all of her Rights
under the Rights Offer.
9.2 Metro’s Executive Director Simon Bennett and
Independent Director Pramod Khatri have given
Binding Commitments to subscribe for up to $1 million
and $200,000 of Shortfall Shares respectively.
10. New Shares
10.1 New Shares issued under the Rights Offer will rank
equally with, and have the same voting rights, dividend
rights and other entitlements as, Existing Shares in
Metro quoted on the NZX Main Board and ASX.
10.2 Metro has currently suspended dividends. The
payment of dividends is dependent on Metro’s
financial performance (including medium-term
financial outlook for earnings, gearing targets and
capital expenditure levels) and the authorisation of
the Board, having considered all relevant factors.
10.3 Applicants for New Shares will be bound by Metro’s
constitution and the terms of the Rights Offer set
out in this Offer Document.
11. Quotation
11.1 It is a term of the Rights Offer that Metro will take
any necessary steps to ensure that the New Shares
are, immediately after issue, quoted on the NZX Main
Board and ASX.
11.2 The New Shares will be quoted on the NZX Main Board,
and an application will be made by Metro for the New
Shares to be issued under the Rights Offer to be
quoted on ASX. The NZX Main Board is a registered
market operated by NZX (which is a licensed market
operator regulated by the FMCA). However, neither
NZX nor ASX accepts any responsibility for any
statement in this Offer Document. The fact that
ASX may approve the New Shares for quotation is
not to be taken in any way as an indication of the
merits of Metro.
11.3 You cannot trade in any New Shares issued to you
pursuant to the Rights Offer, either as principal or
agent, until quotation of the New Shares on the NZX
Main Board and the ASX (as relevant) in accordance
with the Listing Rules and ASX Listing Rules. Metro
expects that the New Shares will commence
trading on the NZX Main Board and the ASX on the
Allotment Date.
12. Rights trading
12.1 An application has been made for permission to
quote the Rights on the NZX Main Board and all NZX
requirements have been duly complied with. However,
NZX accepts no responsibility for any statement in
this Offer Document.
12Renounceable Rights O er

12.2 Eligible 1.1 Shareholders may be able to sell all or
some of their Rights on the NZX Main Board between
27 Agusut 2025 and 5 September 2025, if there is a
buyer for those Rights.
12.3 Investors who acquire Rights on the NZX Main
Board or otherwise will, by acquiring those Rights,
and applying to take up all or part of those Rights,
be deemed to agree to make and be subject to
the representations, declarations, warranties and
agreements in the Acceptance Form and in paragraph
20 of Part 4 of this Offer Document (“Significance
of sending in an Application / declarations,
representations, warranties and agreements”).
12.4 The right to make an Application for Additional
New Shares under the Oversubscription Facility is
available to Eligible Shareholders who take up their
Rights in full only. Investors who acquire Rights on
the NZX Main Board and are not Eligible Shareholders
on the Record Date are not entitled to make an
Application for Additional New Shares under the
Oversubscription Facility.
12.5 Investors should note that if they purchase Rights in
a transaction on the NZX Main Board or otherwise,
in order to take up or exercise those Rights and
subscribe for New Shares they:
• must be:
−located in or have a registered address in New
Zealand (including, for the avoidance of doubt,
Eligible Shareholders); or
−any other person to whom Metro considers an
offer of Rights or New Shares may be made
without the need for a lodged prospectus or
other formality (other than a formality with
which Metro is willing to comply); and
• must not be in the United States or acting for
the account or benefit of a person in the United
States in respect of the purchase or exercise of
such Rights and the subscription for New Shares.
The Rights may not be purchased, traded, taken up
or exercised by any person in the United States or
by any person acting for the account or benefit of
a person in the United States (to the extent such
persons are acting for the account or benefit of
persons in the United States).
12.6 If an investor does not satisfy the above conditions,
they will not be entitled to take up Rights or
subscribe for New Shares. It is the responsibility of
purchasers of Rights to inform themselves of the
eligibility criteria to exercise the Rights. If holders of
Rights after the end of the Rights trading period do
not meet the eligibility criteria, they will not be able
to exercise the Rights. In the event that holders are
not able to take up their Rights, those Rights will be
sold into the Oversubscription Facility and holders
will receive no value for them.
13. Security transaction statements
13.1 Security transaction statements for New Shares
allotted under the Rights Offer will be issued and
mailed as soon as practicable after the Allotment
Date. Applicants under the Rights Offer should
ascertain their allocation before trading in the
New Shares. Applicants can do so by contacting
the Registrar, whose contact details are set out
in Part 6: Directory.
13.2 Shareholders selling New Shares prior to receiving
a security transaction statement do so at their own
risk. Metro, its affiliates and the Registrar, and each
of their respective directors, officers, employees,
agents or advisers, do not accept any liability or
responsibility should any person attempt to sell or
otherwise deal with New Shares before the security
transaction statement showing the number of
New Shares allotted to the Shareholder is received
by the Shareholder.
14. Oversubscription Facility
14.1 New Shares attributable to Unexercised Rights will be
available for subscription under the Oversubscription
Facility, in which Eligible Shareholders who take
up their Rights in full may apply for Additional
New Shares, up to a maximum amount equal to
the greater of 100% of the Eligible Shareholder’s
Rights entitlement or $25,000.
14.2 Metro reserves the right to determine who
may participate in the Oversubscription Facility
and may decline or scale Applications for New
Shares by any Eligible Shareholder under the
Oversubscription Facility.
Oversubscription Facility application process
14.3 Eligible Shareholders who take up their Rights in full
may apply for Additional New Shares at the Offer
Price pursuant to the Oversubscription Facility:
• as directed via the online acceptance at
https://metroglass.capitalraise.co.nz;
• as directed on the Acceptance Form; or
• in the case of Custodians, as set out in paragraph
15.1 of this
Part 4: Terms of the Rights Offer.
14.4 Metro will disregard applications for Additional New
Shares made by Ineligible Shareholders or Eligible
Shareholders who do not accept their Rights in full.
Allocations and scaling
14.5 Metro will determine allocations and any necessary
scaling of Applications for Additional New Shares
under the Oversubscription Facility.
14.6 There is no assurance that any applicant for Additional
New Shares under the Oversubscription Facility will be
allocated any Additional New Shares or the number of
Additional New Shares for which it has applied.
14.7 No applicant for Additional New Shares will be
allocated more Additional New Shares than the
number they applied and paid for.
14.8 If Applications are scaled, Eligible Shareholders
that apply for Additional New Shares under the
Oversubscription Facility may not receive Additional
New Shares in respect of any or all of their application
monies. It is expected that scaling of Applications for
Additional New Shares will be done having regard to:
• the number of Shares held by applicants for
Additional New Shares as at the Record Date;
13Renounceable Rights O er

• any applicable restrictions under the Takeovers
Code or other applicable laws; and
• such other factors that Metroglass considers may
be relevant.
14.9 Metro’s decision on scaling will be final.
14.10 Any refunds of application monies due to scaling of
Applications or Applications not being accepted under
the Oversubscription Facility will be made within five
Business Days following the Allotment Date (without
interest). Refunds will not be paid for any difference
arising solely due to rounding or where the aggregate
amount of the refund payable to an applicant is less
than $5.00.
15. Custodians
15.1 In order to participate in the Rights Offer on behalf
of one or more beneficial owners, Custodians must
provide the following information by email to the
Registrar and make payment by way of electronic
funds transfer:
(a) the number of Participating Beneficiaries (as
defined below) and their names and addresses;
(b) in respect of each of the Participating
Beneficiaries, the number of Existing Shares
that the Participating Beneficiary holds and the
number and dollar amount of Rights, as well as the
dollar amount of any Additional New Shares in the
Oversubscription Facility, that the Participating
Beneficiary has instructed the Custodian, either
directly or indirectly through a Downstream
Custodian (as defined below), to apply for on
behalf of that Participating Beneficiary;
(c) where the Custodian holds Existing Shares on
behalf of a Participating Beneficiary indirectly,
through one or more Downstream Custodians,
the name and address of each Downstream
Custodian; and
(d) an acknowledgement that the certifications
described in paragraphs 15.2, 20.1 and 20.2 of this
Part 4: Terms of the Rights Offer are deemed to
have been provided to Metro.
15.2 If a Custodian applies in the manner described above
to purchase New Shares on behalf of one or more
beneficial owners, the Custodian will be deemed to
have certified to Metro that:
(a) the Custodian holds Existing Shares on behalf of:
(i) one or more other persons that are
not Custodians (who would be Eligible
Shareholders if they held Existing Shares
directly); and/or
(ii) another Custodian (Downstream Custodian)
that holds beneficial interests in Existing
Shares on behalf of one or more other
persons to which those interests relate, on
the Record Date,
(each a Participating Beneficiary) who have
subsequently instructed the Custodian, and/or
the Downstream Custodian, to participate in the
Rights Offer on their behalf;
(b) the information set out in the email required to
be provided to the Registrar under paragraph 15.1
of this
Part 4: Terms of the Rights Offer is true
and accurate;
(c) a copy of this Offer Document was given to each
Participating Beneficiary; and
(d) the owner on whose behalf the Custodian is
submitting an Application is not making an
Application as an Eligible Shareholder under the
Rights Offer, and no other Custodian is submitting
an Application under the Rights Offer for that
beneficial owner.
15.3 Custodians may not distribute any part of this Offer
Document to any person in the United States or
any other country outside New Zealand, and may
not participate in the Rights Offer on behalf of any
beneficial owner who is located in the United States
or any other country outside New Zealand.
15.4 In particular, Custodians who hold Existing Shares on
behalf of persons in the United States, or who are
acting for the account or benefit of persons in the
United States (to the extent such persons are acting
for the account or benefit of persons in the United
States), are not eligible to participate in the Rights
Offer on behalf of those persons, and may not acquire
Rights or take up New Shares on behalf of, or send
any documents relating to the Rights Offer to, any
person in the United States.
15.5 Metro is not required to determine whether or not
any registered holder is acting as a Custodian, or
the identity or residence of any beneficial owners of
Shares. Where any holder is acting as a Custodian
for a foreign person, that holder, in dealing with its
beneficiary, will need to assess whether indirect
participation by the beneficiary in the Rights Offer
is compatible with applicable foreign laws. Eligible
Shareholders who are Custodians are therefore
advised to seek independent advice as to how to
proceed. For the avoidance of doubt, Custodians are
responsible for determining whether an underlying
beneficial holder of Existing Shares for whom you act
as Custodian is an Eligible Shareholder.
15.6 If you hold your Shares through a Custodian, please
provide your Custodian with your instructions so that
they may apply on your behalf in accordance with the
information above.
16. Overseas Shareholders
16.1 The Rights Offer is open only to Eligible Shareholders.
The Rights Offer is not open to Shareholders in
jurisdictions other than New Zealand as Metro
considers that it is unduly onerous and unreasonable
for Metro to make the Rights Offer into those
jurisdictions having regard to the number of
securities held by Ineligible Shareholders, the
number and value of New Shares that they would be
offered and the costs of complying with the legal
and regulatory requirements which would apply to an
offer of securities to Ineligible Shareholders in those
places. Metro and its affiliates and related bodies
corporate, and each of their directors, partners,
employees, advisers and agents, disclaim any liability
as to eligibility to participate in this Rights Offer, to
the maximum extent permitted by law.
14Renounceable Rights O er

16.2 Shareholders in jurisdictions other than New Zealand
will not be issued Rights. It is the responsibility of each
Shareholder to ensure that any participation complies
with all applicable laws and that each beneficial owner
on whose behalf such Shareholder is submitting the
Application or trading Rights is not in any country
other than New Zealand.
16.3 This Offer Document is intended for use only
in connection with the Rights Offer to Eligible
Shareholders, being Shareholders in New Zealand (as
at 7.00pm (NZST) on the Record Date). It does not
constitute an offer or invitation in any place in which,
or to any person to whom, it would not be lawful to
make such an offer or invitation.
16.4 This Offer Document is not to be sent or given to
any person outside New Zealand in circumstances in
which the Rights Offer or distribution of this Offer
Document would be unlawful. In particular, this Offer
Document may not be sent or given to any person
in the United States. The distribution of this Offer
Document (including an electronic copy) outside
New Zealand may be restricted by law. If you come
into possession of this Offer Document, you should
observe any such restrictions. Any failure to comply
with such restrictions may contravene applicable
securities law.
16.5 No person may purchase, offer, sell, distribute
or deliver New Shares, or be in possession of, or
distribute to any other person, any offering material
or any documents in connection with the New Shares,
in any jurisdiction other than in compliance with all
applicable laws and regulations.
17. International Offer Restrictions
17.1 This Offer Document does not constitute an offer of
Rights or New Shares in any jurisdiction in which it
would be unlawful. In particular, this Offer Document
may not be distributed to any person, and the Rights
and New Shares may not be offered or sold, in any
country outside New Zealand.
18. Broker stamping fees
18.1 No investor will pay brokerage on taking up their
Rights or as a subscriber for New Shares under the
Rights Offer.
19. Sale of Shares
19.1 Shares can be traded on the NZX Main Board or
ASX by instructing a NZX Firm or an ASX Broker. The
Authorisation Code (FIN) and Common Shareholder
Number (CSN) (or a HIN or SRN in respect of a sale on
ASX) will be required to be given to the NZX Firm or
an ASX Broker being instructing to effect the trade.
Brokerage may be payable in respect of that trade.
Financial and tax advice should be sought before
effecting any trade of Shares.
20. Significance of sending in an Application / declarations,
representations, warranties and agreements
20.1 By completing an Application, you will be deemed to
have made the following declarations, representations,
warranties and agreements to Metro:
(a) you confirm that you have read and understood
this Offer Document (including the “Important
Information” section), the accompanying
Acceptance Form, the Investor Presentation
(including Section 5 of the Investor Presentation
(“Key Risks”)) and the Notice of Special
Shareholders’ Meeting in their entirety;
(b) you agree to be bound by the terms and
conditions of the Rights Offer set out in this
Offer Document;
(c) you agree that your Application, on the terms
and conditions of the Rights Offer set out in
this Offer Document, will be irrevocable and
unconditional (i.e., it cannot be withdrawn);
(d) you acknowledge the statement of risks
in Section 5 of the Investor Presentation
(“Key Risks”) and that an investment in Metro
is subject to investment risk;
(e) you declare and certify to Metro that you are
an Eligible Shareholder, including that you were
a registered holder of Existing Shares as at
the Record Date and you are a resident of
New Zealand;
(f) you represent and warrant (for the benefit of
Metro and its affiliates) that you are eligible to
participate in the Rights Offer;
(g) you represent and warrant that the law of any
other place does not prohibit you from being
given this Offer Document and the Acceptance
Form, nor does it prohibit you from making
an Application;
(h) you represent and warrant that you are not in
the United States and you are not acting for
the account or benefit of a person in the United
States in connection with the subscription
for Rights or the purchase of New Shares in
the Rights Offer, and you are not otherwise a
person to whom it would be illegal to make an
offer of or issue of Rights or New Shares under
the Rights Offer and under any applicable laws
and regulations;
(i) you confirm that all details and statements in
your Application are complete and accurate;
( j) without limiting Metro’s discretion to accept,
reject or scale back any Application, you authorise
Metro (and its officers or agents) to correct any
error in, or omission from, your Application and to
complete the Application by the insertion of any
missing details;
(k) you agree to be bound by Metro’s constitution;
(l) you acknowledge and agree that Metro has
the right to reduce the number of New Shares
allocated to you if your Rights claim proves to
be overstated, if you fail to provide information
requested by Metro to substantiate your claims,
or if you are not an Eligible Shareholder, in
which case:
(i) you will bear any and all losses caused by
subscribing for New Shares in excess of your
Rights, and any actions you are required to
take in this regard; and
15Renounceable Rights O er

(ii) you are treated as continuing to have
taken up, transferred or not taken up
your remaining Rights;
(m) you acknowledge and agree that if you sell Rights
to which you are not entitled, or you do not hold
sufficient Rights at the time required to deliver
those Rights, you will acquire Rights or Shares to
satisfy these obligations as required by Metro;
(n) you acknowledge that none of Metro, its advisers
or agents has provided you with investment advice
or financial product advice, and that none of them
has an obligation to provide advice concerning
your decision to apply for and purchase New
Shares under the Rights Offer;
(o) you acknowledge the risk that the market price
for the Shares may change materially between the
Opening Date, the date you make an Application
and the Allotment Date. Accordingly, you
acknowledge that:
(i) the price paid for New Shares may be higher
or lower than the price at which Shares are
trading on the NZX Main Board or the ASX at
the time New Shares are issued under the the
Rights Offer;
(ii) the market price of New Shares following
allotment may be higher or lower than the
Offer Price; and
(iii) it is possible that up to or after the Allotment
Date, you may be able to buy Shares at a lower
price than the Offer Price;
(p) you acknowledge and certify that, if you are
acting as a Custodian, each beneficial holder
on whose behalf you are submitting the
Application is an Eligible Shareholder and is not
in the United States, and you have not sent this
Offer Document, the Acceptance Form or any
information relating to the Rights Offer to any
person in the United States; and
(q) you agree to provide (and direct your Custodian
to provide) any requested substantiation of
your eligibility to participate in the Rights Offer
and/or of your holding of Existing Shares on the
Record Date.
20.2 If a Custodian applies to participate in the Rights
Offer on behalf of a beneficial owner:
(a) the certification referred to in paragraphs 20.1(e)
will be taken to be given by the beneficial owner
on whose behalf the Custodian is applying to
participate in the Rights Offer; and
(b) the Custodian certifies each of the other matters
set out in paragraph 20.1.
21. Governing law
This Offer Document, the Rights Offer and any contract
resulting from it are governed by the laws of New Zealand,
and each applicant submits to the exclusive jurisdiction of
the courts of New Zealand.

16Renounceable Rights O er

PART 5:
GLOSSARY
Acceptance Form The acceptance form enclosed with this Offer Document which Shareholders can use to apply
to take up Rights under the Rights Offer and, if applicable, for Additional New Shares under the
Oversubscription Facility.
Additional New SharesAdditional New Shares attributable to any Unexercised Rights which are applied for by Eligible
Shareholders who take up their Rights in full as part of an Application, pursuant to the
Oversubscription Facility.
Allotment Date19 September 2025, unless extended.
AmariAmari Metals Australia Pty Ltd (ACN 004 496 128).
Application
An application to take up Rights under the Rights Offer and, if applicable, apply for Additional New
Shares under the Oversubscription Facility, made using an online application on https://metroglass.
capitalraise.co.nz or by submitting the Acceptance Form (or, in the case of a Custodian, by
submitting an application in accordance with paragraph 15.1 of Part 4: Terms of the Rights Offer).
ASX ASX Limited or the market it operates (as the context requires).
ASX Listing Rules The official listing rules of ASX as they apply to Metro as a foreign exempt listed issuer, as amended
or waived by ASX from time to time and for so long as Metro is admitted to the official list of
such exchange.
Binding Commitments The binding commitments Metro has received from certain wholesale investors, including Executive
Director Simon Bennett and Independent Director Pramod Khatri, to subscribe, in aggregate, for
Shortfall Shares at the Offer Price up to $5.06 million.
Board The board of directors of Metro.
Business Day A time between 8.30am and 5.30pm in New Zealand on a day on which NZX is open for trading.
Closing Date5.00pm (NZST) on 12 September 2025, being the date that Applications (with payment) must be
received by the Registrar to participate in the Rights Offer.
CustodianAny Eligible Shareholder that:
(a) is a trustee corporation or a nominee company and holds Existing Shares on the Record Date
by reason only of acting for another person in the ordinary course of business of that trustee
corporation or nominee company; or
(b) holds Existing Shares by reason only of being a bare trustee of a trust to which the Existing
Shares are subject.
Eligible Shareholder A Shareholder who, as at 7.00pm (NZST) on the Record Date:
(a) is located in/has a registered address in New Zealand; and
(b) 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.
Existing Share A Share on issue at 7.00pm (NZST) on the Record Date.
FMA The New Zealand Financial Markets Authority.
FMCA The New Zealand Financial Markets Conduct Act 2013.
Ineligible ShareholderA Shareholder other than an Eligible Shareholder.
Investor Presentation The presentation dated 11 August 2025 in relation to Metro and the Proposed Recapitalisation
titled
“Metro Performance Glass Equity Raise Investor Presentation”.
17Renounceable Rights O er

New Share A fully paid ordinary share in Metro offered under the Rights Offer of the same class as (and ranking
equally in all respects with) Existing Shares at the time of allotment of the new Shares under the
Rights Offer.
Notice of Special
Shareholders’ Meeting
The notice of special shareholders’ meeting released on [11] August 2025, a copy of which is available
at www.nzx.com and www.asx.com.au under the ticker codes “MPG” and “MPP”, respectively, together
with its appendices.
NZ$ or $ The lawful currency of New Zealand.
NZX NZX Limited.
NZX Firm An entity designated as an NZX Firm under the Participant Rules of NZX.
NZX Listing Rules The listing rules of the NZX Main Board, as amended from time to time and for so long as Metro is
admitted to the official list of such exchange.
NZX Main Board The main board equity securities market operated by NZX.
Offer Document This document.
Offer Price $0.03 per Share.
Offer Website
The website at https://metroglass.capitalraise.co.nz, where Eligible Shareholders can access further
information about the Rights Offer and where Applications (together with payment) can be made
using the online application process.
Opening Date1 September 2025, being the date that Applications may be made by Eligible Shareholders to
participate in the Rights Offer.
Oversubscription FacilityThe facility that enables an Eligible Shareholder who accepts their Rights in full to also apply for an
additional number of New Shares, up to the greater of 100% of their Rights entitlement or $25,000.
Proposed Recapitalisation The proposed recapitalisation of Metro, including the Rights Offer and Top-up Placement,
as described in the Notice of Special Shareholders’ Meeting.
Record Date 28 August 2025.
Registrar MUFG Pension & Market Services
RightThe renounceable right to subscribe for 1.6 New Shares for every 1 Existing Share held at 7.00pm on
the Record Date at the Offer Price, issued pursuant to the Rights Offer.
Rights OfferThe pro rata 1.6 for 1 renounceable rights offer set out in this Offer Document, including the
Oversubscription Facility.
Share One fully paid ordinary share in Metro.
Shareholder A registered holder of Shares on issue.
Shareholder Approval Approval by Metro shareholders by ordinary resolution of the resolutions set out in the Notice of
Special Shareholders’ Meeting, as required under:
• Rule 7(d) of the Takeovers Code; and
• NZX Listing Rules 4.2.1 and 5.2.1.
Shortfall Shares The shortfall of Shares which have been offered to, but not taken up by, Shareholders under the
Rights Offer.
Special Shareholders’
Meeting
The special meeting of Metro shareholders to be held at 3.00pm (NZST) on 26 August 2025, and
includes any adjournment of that meeting.
Top-up Placement The issue of such number of Shares to Amari at $0.03 per Share as will result in Amari reaching a
51% shareholding in Metro.
Unexercised RightsThose Rights not taken up by 5.00pm (NZST) on the Closing Date, including the Rights attributable
to Ineligible Shareholders.
United States or U.S. The United States of America.
18Renounceable Rights Offer

PART 6:
DIRECTORY
Issuer
Metro Performance Glass Limited
5 Lady Fisher Place
East Tamaki
Auckland 2013
New Zealand
Legal Advisers
Bell Gully
Level 14
Deloitte Centre
1 Queen Street
Auckland 1010
New Zealand
If you have any queries about your Rights, how to complete the
Acceptance Form or how to apply online via the Offer Website,
please contact the Registrar at:
Registrar
MUFG Pension & Market Services
NEW ZEALAND
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
PO Box 91976
Auckland 1142
New Zealand
Telephone: +64 9 375 5998
www.mpms.mufg.com
applications.nz@cm.mpms.mufg.com
19Renounceable Rights O er

METROGLASS.CO.NZ