Notice of Annual Shareholders Meeting and Proxy Form
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.
Question:
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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