Special Meeting of Shareholders 2025 Presentation

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Special Meeting of Shareholders
26 August 2025
Metro Performance Glass

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•Welcome and thank you for attending
•Fire exits – use marked exits and follow instructions of venue staff
•Toilets – down the foyer hallway adjacent to side of room
•Online access – shareholders and proxies may ask questions and
submit votes through the MUFG online platform
•Questions – opportunity to ask at end of Chair’s address. We will
answer all questions as best we can
•Media – we welcome media and all questions, but please respect
shareholder priority
•Business of meeting – to vote on resolutions. Quorum achieved
and meeting now open
Introduction & Important Information

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1Welcome and Introductions
2Chair’s Address
3Shareholder Questions
4Formal Business & Resolutions
Agenda

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Welcome and Introductions

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Chair’s Address

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•Poor financial performance over a number of years
•Too much debt
Background
Metro net debt and market value of equity over time (NZ$m)
48.0
52.3
60.1
53.0
60.6
69.5
55.6
31.7
19.3
10.6
Mar-21Mar-22Mar-23Mar-24Mar-25
Net DebtMarket Value of Equity

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•15 months ago - Board restructured with mostly new Directors /
Chair
•Two key objectives:
-Improve NZ business via people and culture focus
-Halt AGG sale and recapitalise via equity raise
•Board re-focus: Identify real problems, make hard decisions, move
with urgency
•Simon Bennett appointed as effective managing director (soon to
be formalised)
•Other management changes
Actions Taken

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•Greatly improved NZ business
•Group profitability lagging due to inherent turnaround time and
construction downturn
Actions Taken (cont’d)
Improved service – DIFOT improvement
50%
60%
70%
80%
90%
100%
Mar 24May 24Jul 24Sept 24Nov 24Jan 25Mar 25May 25
AKLCHCNZ
DGU per hour
3.0
4.0
5.0
6.0
7.0
8.0
Apr-24May-24Jun-24Jul-24Aug-24Sept-24Oct-24Nov-24Dec-24Jan-25Feb-25Mar-25
Tot Qty / hrTot M2 / hrLinear (Tot Qty / hr)Linear (Tot M2 / hr)

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•Reducing debt essential – equity raising the most achievable
option
•Board pursued many options over 12 months
•None secured that met recapitalisation needs until now
•Sustainable recapitalisation means:
-Debt repayment
-Confidence with staff & customers
-Capacity for future growth
•Since late 2023, Metro has approached a long list of investors,
including Amari
Capital Strategy

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•Proposal includes:
- $9 million pro-rata renounceable rights offer with
oversubscription facility
-Amari invest $10.5 - $15.0 million for a 51% stake (through
rights issue and separate top up placement)
-$4.5m commitment from other investors (including Simon
Bennett and Pramod Khatri)
-$10m debt forgiveness and new debt facility
•Inseparable components – all required for recapitalisation
•Board strongly recommends shareholder approval
Recapitalisation Proposal

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•Recapitalisation will raise between $15 and 24 million
Recapitalisation Proposal (cont’d)
Amount Raised:$15 million$24 million
FY26FY27FY26FY27
Net debt36.724.027.514.2
EBITDA15.421.415.421.4
Net Debt /
EBITDA
2.4x1.1x1.8x0.7x
Metro’s forecast net debt and leverage:

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Key considerations
Dilution
•Large equity raise dilutes existing shareholdings, but
oversubscription facility can offset
Value
•Independent valuation of $0.05 - $0.09 per share (post capital
raise)
-Execution of plans should increase share price over time
Amari control
•Amari’s 51% stake represents effective control, but low risk to
shareholders:
-Amari is a long term investor with objectives aligned with
other shareholders
-Governance practice and NZX rules and legislation prohibit
favouring one shareholder over another
No control
premium
•Amari pays the same $0.03 as other investors
•Premium was not achievable or warranted

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•Competing proposal from Crescent Capital (Viridian’s owner):
-Remains conditional, uncertain and not executable in short
term
•If recapitalisation fails:
-Metro must seek further bank extensions past 30 September
expiry (uncertain)
-Metro would remain over-indebted and in need of capital
-Any future capital raise likely on worse terms
Alternative Options & Risks

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•Grant Samuel’s independent report concludes:
-Material uncertainty for Metro as a going concern without the
recapitalisation
-Recapitalisation improves financial position and ability to
operate efficiently
-Dilution and Amari control must be weighed against the
benefits
-No viable alternatives provide the required capital
•Overall, positives outweigh the negatives
•Board strongly recommends voting in favour
Independent Adviser’s Assessment
& Board Recommendation

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Shareholder Questions

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Formal Business & Resolutions

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•Voting will be conducted by way of a poll
•The results of the vote will be announced via the NZX
•If you voted ahead of the meeting or appointed a proxy, you do not
need to do anything
Voting

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Proxy Votes
ForAgainstDiscretionary
Total valid
votes cast
Abstain
Votes%Votes%Votes%
Resolution 1 –
Amari
Participation
77,629,39891.22%4,590,1855.39%2,883,6083.39%
85,103,191
(45.91%)
368,926
Resolution 2 –
Issue of Shares
78,090,55692.86%3,117,1303.71%2,883,6083.43%
84,091,294
(45.36%)
1,380,823
Resolution 3 –
Director
Participation
77,379,73292.14%3,715,0274.42%2,883,6083.43%
83,978,367
(45.30%)
1,493,750

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•To consider and, if thought fit, to pass the following ordinary
resolution:
Ordinary Resolution 1 – Amari’s Participation
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
•Please vote by selecting “FOR”, “AGAINST” or “ABSTAIN” for Resolution 1 on your
voting card

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•To consider and, if thought fit, to pass the following ordinary
resolution:
Ordinary Resolution 2 – Issue of Shares
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
•Please vote by selecting “FOR”, “AGAINST” or “ABSTAIN” for Resolution 2 on your
voting card

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•To consider and, if thought fit, to pass the following ordinary
resolution:
Ordinary Resolution 3 – Director’s Participation
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
•Please vote by selecting “FOR”, “AGAINST” or “ABSTAIN” for Resolution 3 on your
voting card

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Thank You