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Notice of Annual Shareholders Meeting and Proxy Form

AGM11 September 2025MPGReal Estate

NZX.MPG, ASX.MPP 12 September 2025
METRO PERFORMANCE GLASS




2025 Notice of Annual Meeting and Proxy Form


Metro Performance Glass Limited has provided a copy of its 2025 Notice of Annual Shareholders’

Meeting which will be held at MUFG Pension & Market Services, Level 30, PwC Tower, 15 Customs

Street West, Auckland, on Monday 29 September 2025 commencing at 3:00pm (NZDT).

The attached Notice of Meeting and Proxy Form are being mailed to shareholders today. An electronic

copy of these documents will also be available on the company’s website:

http://www.metroglass.co.nz/investor-centre/market-announcements/



For further information please contact:

Simon Bennett: 021 036 8387


Authorised for release Metro Performance Glass Board

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BUSINESS AND AGENDA OF THE MEETING
A. CHAIR’S WELCOME

B. MANAGING DIRECTOR’S PRESENTATION

C. SHAREHOLDER DISCUSSION

Consideration of any questions submitted prior to the Meeting (to the extent these questions have not been

covered in the Chair or Managing Director’s addresses) or raised at the Meeting.

D.RESOLUTIONS

The business of the meeting is to consider and, if thought appropriate, pass the following ordinary resolutions

(which require a simple majority of the votes of those shareholders entitled to vote and voting):

1. That the Board be authorised to fix the fees and expenses of PwC as Auditor for the ensuing year.

2. That Julia Mayne be re-elected as a Director of the Company.

3. That Stephen Robertson be elected as a Director of the Company.

Further information relating to these resolutions is set out in the Explanatory Notes accompanying this

Notice of Meeting. Please read and consider the resolutions together with the notes.

On behalf of the Board

SHAWN BECK

CHAIR

12 SEPTEMBER 2025

DEAR SHAREHOLDER

We invite you to join us for the Annual Meeting of Shareholders (the Meeting) of Metro Performance Glass

Limited

1

(the Company), to be held at:

LOCATION:

MUFG Pension & Market Services, Level 30, PwC Tower, 15 Customs Street West, Auckland

DATE AND TIME:

Monday 29 September 2025 at 3:00pm (NZDT)

1 Metro Performance Glass Limited ARBN 600 486 646 and NZCN 5267882, a company incorporated in New Zealand under the Companies Act 1993 (NZ).

NOTICE OF 2025

ANNUAL MEETING

The meeting will be a hybrid meeting to ensure that the meeting is accessible and that shareholders who are

not able to attend in person can still participate.

Online attendance to the meeting is through www.virtualmeeting.co.nz/mpg25. To participate online you will need

your shareholder number for verification purposes – your shareholder number can be found on your Voting form.

QUAY STREET
DOWNTOWN

FERRY

TERMINAL

CUSTOMS ST WEST

CUSTOMS ST WEST

FANSHAWE ST

LOWER ALBERT ST

LOWER HOBSON ST

ALBERT ST

TYLER ST

GALWAY ST

COMMERCE ST

CUSTOMS ST EAST

PwC TOWER

DOWNTOWN

CAR PARK

LOCATION AND PARKING

The Meeting will be held at MUFG Pension & Market Services, Level 30, PwC Tower, 15 Customs Street

West, Auckland. The closest car park is Downtown car park next door.

RESOLUTIONS

Resolutions 1, 2 and 3 are to be considered as separate ordinary

resolutions. To be passed, those resolutions require the approval of

a simple majority of the votes of those shareholders entitled to

vote and voting.

RESOLUTION 1: AUDITOR FEES AND EXPENSES

PwC are currently the Company’s auditors and will be automatically

reappointed under the Companies Act 1993. Under the Companies

Act, auditor fees and expenses must be fixed in the manner

determined at the Meeting. Shareholder approval is therefore

sought to authorise the Board to fix the fees and expenses of

PwC as auditor.

EXPLANATORY NOTES

RESOLUTION 2: RE-ELECTION OF JULIA MAYNE
NZX Listing Rule 2.7.1 requires that the Company’s Directors

must not hold office without re-election past the third Annual

Shareholder Meeting following their appointment or three years,

whichever is longer. Julia Mayne was elected at the Company’s

2022 Annual Shareholder Meeting and will retire from office at

this year’s Annual Shareholder Meeting. Being eligible, Julia

Mayne offers herself for re-election.

In order for a Director to be independent, the Board must

determine that he or she is not an executive of the Company and

has no disqualifying relationship. The Board has determined that

Julia Mayne is an Independent Director.

The Board unanimously supports the re-election of Julia Mayne.

RESOLUTION 3: ELECTION OF STEPHEN ROBERTSON

On 1 July 2025 the Company announced that the Board

would appoint Stephen Robertson as a non-independent

Director upon the completion of the transaction under which

Amari Metals Australia Pty Limited subscribes for a placement of

at least $6 million.

Completion of that transaction is currently scheduled for

19 September 2025. Accordingly, the Board expects to appoint

Stephen as a Director of the Company before the Meeting on

29 September 2025. In accordance with NZX listing rule 2.7.1 he

may hold office only until the Meeting, at which time he must

retire, but is eligible for election. Being eligible, Stephen

Robertson has offered himself for election by shareholders.

The Board has determined that, if elected, Stephen Robertson

would be a non-independent Director as defined by the NZX

Listing Rules because of his association with Amari Metals who

will become the majority shareholder on completion of the

transaction.

Should the transaction with Amari Metals not complete as

expected, Stephen Robertson will not be appointed as a Director

by the Board and, accordingly, this resolution will be withdrawn

for the business of the Meeting.

The Board expects the Amari Metals transaction to complete on

19 September 2025 and, accordingly, unanimously supports the

election of Stephen Robertson.

JULIA MAYNE

INDEPENDENT, NON-EXECUTIVE DIRECTOR,

CHAIR OF THE AUDIT AND RISK COMMITTEE

Appointed: 1 September 2021

Julia has more than 30 years experience in financial and

operational improvement roles, focused in particular on the

Australasian building materials sector. Julia is currently the

Group Executive Client Relations at Scottish Pacific Business

Finance. Prior to this, Julia completed several consulting,

programme management and acting CEO roles focused on

business improvement. From 2001 to 2015, Julia held senior

financial leadership positions across the Fletcher Building Group.

Julia is a qualified CPA, has a CPA MBA from Deaken University, a

Bachelor of Commerce (Hons) from the University of NSW and a

Bachelor of Commerce from the University of Wollongong.

STEPHEN ROBERTSON

Stephen has had over 40 years of experience working in

Industrial Products businesses across Australasia. He has been

the Managing Director of Amari Metals Australia and its related

companies in New Zealand for over 10 years. This includes seven

businesses in Australia and three in New Zealand, including

McKechnie Aluminium Solutions, all involved in the supply of

specialty metal products. Prior to this Stephen held a senior

management position within Crane Group prior to its takeover by

Fletcher Building. Stephen is also a director of the Australian

Stainless Steel Development Association.

METROGLASS.CO.NZ
PROCEDURAL NOTES

Voting entitlements for the Meeting will be determined as

at 5:00pm (NZST) on Friday 26 September 2025. Registered

shareholders at that time will be the only persons entitled to

vote at the Meeting and only the shares registered in those

shareholders’ names at that time may be voted at the Meeting.

Each resolution will be voted on by way of a poll, in accordance

with NZX Listing Rule 6.1.1. Results of the voting will be available

after the conclusion of the Meeting and will be notified on the

New Zealand and Australian securities exchanges.

HOW TO CAST YOUR VOTE

The 2025 Annual Meeting Admission Card, Proxy or Postal Voting

Form (the Voting Form) included with this Notice of Meeting

allows you, or your proxy, to vote either for or against, or abstain

from, each of the resolutions. You may cast your vote in one of

two ways:

1. Attend the annual meeting in person or online and vote.

You can attend the meeting in person or via the online

platform to exercise your vote.

2. Proxy appointment or Postal vote.

You can complete the enclosed Voting Form and return

it in accordance with the instruction on the Voting Form,

so that in each case, your vote is received by MUFG

Pension & Market Services no later than 3:00pm (NZST) on

Saturday 27 September 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 Form.

To vote online you will be required to enter your CSN/Holder

Number FIN (New Zealand Register) or Holder Number and

Postcode (Australian Register). To cast a postal vote or appoint

a proxy, select your preferred voting method and follow the

prompts online.

You may appoint the Chair of the Meeting as your proxy if you

wish. If you select a proxy to vote on your behalf (including the

Chair of the Meeting) and you confer on the proxy a discretion

on the Voting Form, you acknowledge that the proxy may exercise

your right to vote at his or her discretion and may vote as he or

she thinks fit or abstain from voting.

SHAREHOLDER QUESTIONS

Shareholders may submit written questions to be considered

at the Meeting. Prior to the meeting, written questions can be

submitted online at vote.cm.mpms.mufg.com/MPG or by

using the Voting Form.

During the meeting, shareholders participating online can

ask questions by clicking on the ‘Ask a question’ box on the

online portal.

The Company reserves the right not to address any questions

that it is not required to address or, in the Board’s opinion

are not reasonable to address in the context of an annual

shareholders meeting.

ANNUAL REPORT

The Company’s Annual Report for the year ended 31 March 2025

(and previous periods) is available at https://metroglass.co.nz/

investor-centre/reports.

REFRESHMENTS

After the formal part of the Meeting has concluded, the

Company invites you to join members of the Board and

Management for light refreshments.

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LODGE YOUR PROXY
Online:

vote.cm.mpms.mufg.com/MPG


Scan & email:

meetings.nz@cm.mpms.mufg.com

Deliver:

MUFG Pension &

Market Services,

Level 30, PwC Tower,

15 Customs Street West,

Auckland 1010



Scan this QR code with your

smartphone and vote online

Mail:

Use the enclosed reply paid

envelope or address to:

MUFG Pension & Market

Services

PO Box 91976

Auckland 1142




General Enquiries

+64 9 375 5998 | enquiries.nz@cm.mpms.mufg.com




PROXY FORM/ADMISSION CARD FOR METRO PERFORMANCE

GLASS LIMITED 2025 ANNUAL MEETING


The Annual Shareholders’ Meeting of Metro Performance Glass Limited

(the Company) will be held at MUFG Pension & Market Services, Level

30, PwC Tower, 15 Customs Street West, Auckland and online via the

MUFG Pension & Market Services Annual Meeting portal at

www.virtualmeeting.co.nz/

mpg25, on Monday, 29 September 2025,

commencing at 3:00pm (NZDT

). If you attend online, you will require

your Holder number for verification purposes.

If you propose to attend the Annual Shareholders’ Meeting, please

bring this form to assist with your registration. If you propose NOT to

attend the Annual Shareholders’ Meeting, physically or online, but wish

to vote by postal vote or appoint a proxy, please complete and return

this form to MUFG Pension & Market Services no later than 3:00pm on

Saturday, 27 September 2025. Alternatively, proxy appointment or postal

voting can be completed online by going to

vote.cm.mpms.mufg.com/MPG or by scanning the QR code above with

your smartphone. Any proxy form or postal vote received after 3:00pm

Saturday 27 September 2025 will not be valid for the Annual

Shareholders’ Meeting.

POSTAL VOTE

As a shareholder entitled to vote at the Annual Shareholders’ Meeting,

you are entitled to vote by postal vote. You can cast your postal vote

online or by one of the other methods listed above. If you return your

postal vote without indicating how you wish to vote, or your indication

on how to vote is unclear, on any resolution, you will be deemed to have

abstained from voting on that resolution. If you complete the postal

vote section and also appoint a proxy, then your postal vote will be

cast and your proxy appointment will not be counted, but your proxy

may still attend the meeting on your behalf. If this form is returned

duly signed by a shareholder with voting instructions completed but

without indicating that it is a postal vote or proxy has been appointed,

it will be deemed to be a postal vote.

APPOINTMENT OF PROXY

Any shareholder of Metro Performance Glass Limited entitled to

attend and vote at the Annual Shareholders’ Meeting may appoint

a proxy to attend and vote in the place of that shareholder. A proxy

need not be a shareholder of Metro Performance Glass. The Chair of

the meeting is willing to act as proxy. If you appoint the Chair of the

meeting as proxy, but do not direct the Chair how to vote on a

resolution, then the Chair of the meeting will vote your shares in favour

of that resolution. To appoint the Chair as your proxy, please write

“Chair of the Meeting” in the space marked “Full Name” on the Postal

Vote/Proxy Form.

Voting of your holding

If you appoint a proxy you must either direct the proxy how to vote

by ticking the “For”, “Against” or “Abstain” box in respect of each

resolution OR by ticking the “Proxy Discretion” box in respect of each

resolution. A shareholder can direct the proxy holder in respect of one

or more resolutions and give the proxy holder discretion in respect of

other resolutions. If you tick the “Proxy Discretion” box for a particular

resolution, or if you do not tick any box for a particular resolution, then

the proxy may vote as he/she thinks fit or abstain from voting.

ATTENDING THE MEETING

If you propose to attend the Annual Shareholders’ Meeting please

bring this Proxy Form intact to the meeting, the barcode is required

for registration at the meeting. If you propose to attend the Annual

Meeting online via www.virtualmeeting.co.nz/mpg25, you will require

your shareholder number for verification purposes.

SIGNING INSTRUCTIONS FOR PROXY FORMS

Individual

Where the holding is in one name, the shareholder must sign this

Proxy Form.

Joint Holding

If you are joint holders of shares, either joint shareholder (or their duly

authorised attorney) may sign this Proxy Form.

Power of Attorney

If this proxy form has been signed under a power of attorney, a copy

of the power of attorney (unless already deposited with MUFG Pension

& Market Services) and a signed certificate of non-revocation of the

power of attorney must be returned to MUFG Pension & Market

Services.


Corporate Shareholder

If the shareholder is a company, this proxy form must be signed on

behalf of the company by a duly authorised person acting under the

company’s express or implied authority.

Go online to vote.cm.mpms.mufg.com/MPG to vote or turn

over

to complete the Postal Vote/Proxy Form

POSTAL VOTE / PROXY FORM

STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF

POSTAL VOTING

I wish to vote by postal vote (please tick the box).

My voting intention is indicated in the resolution section below.

APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We named above, being a shareholder of Metro Performance Glass Limited:


hereby appoint of

(Full name) (Full address)


or of

(Full name) (Full address)

as my/our proxy to vote for my/our behalf at the Annual Meeting of Shareholders of Metro Performance Glass Limited to be held at

MUFG Pension & Market Services, Level 30, PwC Tower, 15 Customs Street West, Auckland and online at

www.virtualmeeting.co.nz/mpg25, on Monday 29 September 2025, commencing at 3:00pm.


STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS

Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on

your behalf during a poll and your votes will not be counted in computing the required majority for that item. Proxy discretion is not

applicable when voting by postal vote.


RESOLUTIONS


To consider and, if thought fit pass, the following resolutions:


Please indicate with a


ORDINARY RESOLUTIONS: FOR AGAINST ABSTAIN PROXY

DISCRETION

1. That the Board be authorised to fix the fees and expenses of PwC

as Auditor for the ensuing year.









2. That Julia Mayne be re-elected as a Director of the Company.









3. That Stephen Robertson be elected as a Director of the Company.










STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Shareholders’ Meeting, physically or virtually, will have the opportunity to ask questions during the

meeting. If you cannot attend but would like to ask a question, you can submit a question online by going to vote.cm.mpms.mufg.com/MPG

and completing the online validation process or complete the question section below and return to MUFG Pension & Market Services.

Questions will need to be submitted by 3:00pm on Saturday 27 September 2025. The Board will address and answer questions during the

meeting.



STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed


Shareholder 1


Shareholder 2


Shareholder 3


or duly authorised officer or attorney


or duly authorised officer or attorney


or duly authorised officer or attorney


Contact Name Contact Daytime Telephone Date


Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor

communications by email please provide your email address below.



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