METRO PERFORMANCE GLASS LIMITED — Proxy Solicitation & Information Statement 2015

Aug 6, 2015

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LODGE YOUR PROXY/POSTAL VOTE:

Online: vote.linkmarketservices.com/MPG

Scan & Email: meetings@linkmarketservices.com (Please use “MPG Proxy Form” as the subject for easy identification). By Fax: + 64 9 375 5990

Mail: By hand: Use the enclosed reply paid Link Market Services Limited envelope or address to: Level 7, Zurich House Link Market Services 21 Queen Street, Auckland, PO Box 91976, Auckland 1142, New Zealand. New Zealand.

SCAN THIS QR CODE WITH YOUR SMARTPHONE AND VOTE ONLINE

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General Enquiries

+64 9 375 5998 or email: enquiries@linkmarketservices.com.

METRO PERFORMANCE GLASS LIMITED ANNUAL MEETING

2015 Admission Card, Proxy or Postal Voting Form

The Metro Performance Glass Limited Annual Meeting will be held on Wednesday, 26 August 2015 at 10.30am (NZST) at the Waipuna Conference Suites, 60 Highbrook Dr, East Tamaki, Auckland, New Zealand. For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than 10.30am, Monday 24 August 2015 (NZST).

NOTES

Attending the Meeting

1. If you propose to ATTEND the Annual Meeting please bring this Proxy Form to the meeting to assist with your registration. All shareholders must register with Link Market Services prior to entering the meeting room.

Postal Vote

1. If you will not attend the Annual Meeting, you may vote by postal vote. Your postal vote may be completed online, mailed, delivered, faxed or scanned and emailed in accordance with the instructions above. Link Market Services Limited has been authorised by the Board to receive and count postal votes at the meeting. If you submit a postal vote without indicating on any resolution how you wish to vote, you will be deemed to have abstained from voting on that resolution.

2. If you submit a postal vote section and also appoint a proxy, your postal vote will take priority over your proxy appointment.

Proxy Appointment

1. If you are a shareholder entitled to attend and vote at the Annual Meeting you are entitled to appoint a proxy or, in the case of a corporate shareholder, a representative to attend and vote instead of you. This Proxy Form may be completed online, mailed, delivered, faxed or scanned and emailed in accordance with the instructions above.

2. A proxy can be any person of your choice and does not have to be a shareholder of Metro Performance Glass. If you wish you can appoint the Chairperson of the Meeting as your proxy. The Chairperson will vote in accordance with your instructions, or, failing your instruction, in accordance with the terms set out in note 4 of this Proxy Form.

3. If you tick the box “discretion” on any resolution, you are directing your proxy or representative to decide how to vote on that resolution on your behalf. If you tick the “abstain” box on any resolution, you are directing your proxy or representative not to vote on that resolution. If you submit a Proxy Form without a direction as to how to vote on any resolution, or if you tick more than one box in relation to any resolution, the vote on that resolution will be treated as “discretion” and your proxy will exercise his/her discretion as to whether to vote and, if so, how. The Chairperson intends to vote discretionary proxies in favour of Resolutions 1 to 4.

4. If you return this form without appointing a proxy your Proxy Form will be invalid.

5. This Proxy Form must be signed by you or your attorney, duly authorised in writing. In the case of a joint shareholding, this proxy must be signed by each of the joint shareholders (or their duly authorised attorney). In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting under the express or implied authority of the corporate shareholder, or an attorney duly authorised by the corporate shareholder.

6. If the proxy is signed under a power of attorney, a certificate of non-revocation must be completed and a copy of the power of attorney provided to Link Market Services Limited, unless it is has already been noted by the Company or Link Market Services Limited.

General

1. This Postal/ Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a Solicitor, Justice of the Peace or Notary Public must be lodged with Link Market Services Limited by no later than 10.30am, Monday 24 August 2015 (NZST), (being 48 hours prior to the meeting) in accordance with the instructions above.

Go online to vote.linkmarketservices.com/MPG to appoint your proxy, or turn over to complete the form

SECTION 1: VOTE BY POSTAL VOTE OR APPOINT A PROXY

POSTAL VOTE

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

OR APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder(s) of Metro Performance Glass Limited :

Hereby appoint Or failing that person

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as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Metro Performance Glass Limited to be held at 10:30am on Wednesday 26 August 2015 (NZST), or at any adjournment of that meeting. If you wish, you may appoint the Chairperson of the Meeting as your proxy by entering “Chairperson of the Meeting” in the box above.

SECTION 2: VOTING INSTRUCTIONS

This form is to be used to vote as follows on the following resolutions:

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TICK () IN BOX TO RECORD YOUR VOTE
ORDINARY RESOLUTIONS FOR AGAINST ABSTAIN DISCRETION
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1.	That PwC be appointed as the Auditor of the Company.
2.	That the Board be authorised to fix the fees and expenses of PwC as Auditor for the ensuing year.
3.	That Sir John Goulter be elected as a Director of Metro Performance Glass Limited.
4.	That Mr Michael Alscher be elected as a Director of Metro Performance Glass Limited

Unless otherwise instructed above, a proxy may vote as he/she thinks fit or abstain from voting on any resolutions to amend any of the resolutions, on any resolution so amended, and on any resolution proposed at the meeting (or any adjournment thereof). The proxy is appointed only in respect of the above meeting or any adjournment thereof.

SECTION 3: QUESTIONS

Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend the Annual Meeting but would like to ask a question you can submit a question online by going to vote.linkmarketservices.com/MPG and completing the online validation process OR complete the question section below and return to Link Market Services in the reply paid envelope enclosed. Questions will need to be submitted by Monday 24 August 2015.

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Question:
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SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed

Shareholder 1 Shareholder 2 Shareholder 3 or director or duly authorised officer or attorney Contact name ____ Contact Telephone __ Date ____

Email

_________________ If you received the Notice of Meeting & Voting Form by mail and wish to receive your future investor communications by email please provide your email address above.