METRO PERFORMANCE GLASS LIMITED — AGM Information 2021

Jul 1, 2021

==> picture [14 x 19] intentionally omitted <==

==> picture [23 x 18] intentionally omitted <==

NOTICE OF 2021 ANNUAL MEETING

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:

Ellerslie Events Centre, Pakuranga Hunt Room, 80 Ascot Avenue, Remuera, Auckland

DATE AND TIME:

Friday 6 August 2021 at 10:00am (NZST)

This year Metro Performance Glass is holding 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/mpg21. To participate online you will need your shareholder number for verification purposes – your shareholder number can be found on your Voting form.

BUSINESS AND AGENDA OF THE MEETING

A. CHAIR’S WELCOME AND STRATEGIC OVERVIEW

B. CHIEF EXECUTIVE OFFICER’S REPORT ON FINANCIAL AND BUSINESS PERFORMANCE

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 Chief Executive Officer’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 Peter Griffiths be elected as a Director of the Company.

3. That Rhys Jones 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

==> picture [148 x 43] intentionally omitted <==

ANDREW PATERSON

COMPANY SECRETARY

2 JULY 2021

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

==> picture [487 x 715] intentionally omitted <==

----- Start of picture text -----

EXPLANATORY NOTES
LOCATION AND PARKING
The Meeting will be held in the Pakuranga Hunt Room at Ellerslie Events Centre, 80 Ascot Avenue,
Auckland. The Pakuranga Hunt Room is located on level two of the Ellerslie Stand. Public parking is
available free of charge at the location shown in yellow on the map below.
Additional information on
getting to the venue and
parking is available at the
website links below:
GATE 3 (MAIN FINISH LINE GETTING TO THE VENUE:
ENTRANCE)
www.eventcentre.ellerslie.
ASCOT co.nz/getting-to-ellerslie-
STAND event-centre
FREE ON-SITE PARKING:
PARADE PEDESTRIAN www.eventcentre.ellerslie.
RING ELLERSLIE UNDERPASS
EVENT CENTRE STAND co.nz/parking
GUEST PARKING
GATE 5 GATE 6
(PEDESTRIAN ADMIN
ONLY) OFFICE
STABLES
GATE 7
(CLOSED)
Pakuranga Hunt Room,
Level Two, Ellerslie Stand
RESOLUTIONS RESOLUTIONS 2 AND 3: ELECTION OF DIRECTORS
Resolutions 1, 2 and 3 are to be considered as separate ordinary Pursuant to NZX Listing Rule 2.7.1, a Director must not hold office
resolutions. To be passed, those resolutions require the approval without re-election past the third annual meeting following the
of a simple majority of the votes of those shareholders entitled Director’s appointment, or three years, whichever is longer.
to vote and voting. Rhys Jones accordingly retires by rotation and offers himself
for re-election at this year’s meeting.
RESOLUTION 1: AUDITOR FEES AND EXPENSES
While only one Director is required to retire and stand for
PwC are currently the Company’s auditors and will be automatically
re-election at this year’s meeting (per Listing Rule 2.7.1),
reappointed under the Companies Act 1993. Under the Companies
the board prefers to have a relatively consistent portion of
Act, auditor fees and expenses must be fixed in the manner
the Directors stand for re-election each year. Accordingly,
determined at the Meeting. Shareholder approval is therefore
Peter Griffiths has voluntarily retired and offers himself for
sought to authorise the Board to fix the fees and expenses of
re-election at this year’s Meeting.
PwC as auditor.
In the Board’s opinion, both Rhys Jones and Peter Griffiths are
Independent Directors of the Company as defined in the NZX
Listing Rules. The Board unanimously supports the election of
both directors.
RACE TRACK
NEWMARKET LAWN
CHAMPAGNE LAWN
BIRDCAGE
MITCHELSON ST
----- End of picture text -----

Pursuant to NZX Listing Rule 2.7.1, a Director must not hold office without re-election past the third annual meeting following the Director’s appointment, or three years, whichever is longer.

==> picture [87 x 87] intentionally omitted <==

PETER GRIFFITHS

INDEPENDENT, NONEXECUTIVE CHAIR MEMBER OF THE AUDIT AND RISK COMMITTEE

Appointed: September 2016 Last elected: August 2019

After a career in the energy industry Peter has become a professional director. His last executive position was as Managing Director of BP Oil New Zealand, retiring in 2009. He has previously served on a number of boards including Z Energy, Marsden Maritime Holdings, The New Zealand Refining Company, and New Zealand Oil and Gas. He is also Chair of the New Zealand Business and Parliament Trust and has private interests in general aviation. Peter holds a Bachelor of Science (Honours) degree from Victoria University of Wellington.

==> picture [88 x 87] intentionally omitted <==

RHYS JONES

INDEPENDENT, NONEXECUTIVE DIRECTOR

MEMBER OF THE PEOPLE AND CULTURE COMMITTEE

Appointed: April 2018 Last elected: August 2018

Rhys has had a 30-year career working in the Australasian building material and packaging industries. He is currently the Executive Director and Chairman of the Executive Board of Vulcan Steel Limited, a large privately owned trans-Tasman steel distributor with over 30 business units across Australasia. He is also a director of Carbine Aginvest Corporation Limited (formally Tru Test Corporation Limited) and Ridley Corporation Limited. Prior to joining Vulcan Steel in 2006, Rhys held senior roles in particular with Carter Holt Harvey Ltd and Fletcher Challenge, including as Chief Operating Officer of the Pulp, Paper, and Packaging business of Carter Holt Harvey. He holds a Master of Business Studies degree from Massey University and a Bachelor of Science from Victoria University of Wellington.

HOW TO CAST YOUR VOTE

The 2021 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 Link Market Services Limited no later than 10am (NZST) on Wednesday 4 August 2021.

Shareholders can elect to lodge their proxy appointment or postal vote online at vote.linkmarketservices.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.linkmarketservices.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.

WEBCAST

PROCEDURAL NOTES

Voting entitlements for the Meeting will be determined as at 5pm (NZST) on Wednesday 4 August 2021. 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.

If you are unable to attend the meeting a full replay of the webcast will be available and can be accessed online at the Metro Performance Glass Investor Centre: https://www.metroglass.co.nz/investor-centre/.

ANNUAL REPORT

The Company’s Annual Report for the year ended 31 March 2021 (and previous periods) is available at https://www.metroglass.co.nz/ investor-centre/annual-interim-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.

==> picture [13 x 17] intentionally omitted <==

==> picture [21 x 16] intentionally omitted <==

METROGLASS.CO.NZ