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METRO PERFORMANCE GLASS LIMITED Proxy Solicitation & Information Statement 2018

Jul 23, 2018

65366_rns_2018-07-23_31581112-4e6a-4bf6-a230-3754825aeabc.pdf

Proxy Solicitation & Information Statement

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LODGE YOUR PROXY/POSTAL VOTE:

Online: vote.linkmarketservices.com/MPG

Scan & email: Fax: [email protected] +64 9 375 5990 (Please use “MPG Proxy Form” as the subject for easy identification).

Mail: By hand: Use the enclosed reply paid Link Market Services envelope or address to: Limited, Level 11, Link Market Services Deloitte Centre PO Box 91976, Auckland 1142, 80 Queen Street, New Zealand. Auckland, New Zealand.

Scan this QR code with your smartphone and vote online

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General Enquiries +64 9 375 5998 | [email protected]

METRO PERFORMANCE GLASS LIMITED ANNUAL MEETING

2018 ADMISSION CARD, PROXY OR POSTAL VOTING FORM

The Metro Performance Glass Limited Annual Meeting will be held on Friday, 24 August 2018 at 10.00am (NZST) at the Ellerslie Events Centre, Pakuranga Hunt Room, 80 Ascot Avenue, Auckland, New Zealand.

For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than 10.00am, Wednesday 22 August 2018 (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.

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 Chair of the Meeting as your proxy.

  1. 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.

  2. The Chair of the meeting and the directors of Metro Performance Glass Limited intend to vote all discretionary proxies, for which they have authority to vote, in favour of the resolutions.

  3. If you return this Proxy Form without appointing a proxy, you will be deemed to have cast your vote by Postal Vote.

  4. 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 at least one of the joint shareholders (or their duly authorised attorney) on behalf of all joint shareholders. If joint shareholders appoint different voting proxies, the proxy appointed by the shareholder named first in the share register will be counted. 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.

  5. 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 10.00am, Wednesday 22 August 2018 (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

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 10:00am on Friday 24 August 2018 (NZST), or at any adjournment of that meeting. If you wish, you may appoint the Chairperson of the Meeting as your proxy by entering “Chair of the Meeting” in the box above.

SECTION 2: VOTING INSTRUCTIONS

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This form is to be used to vote as follows on the following resolutions: TICK ( ✔ ) IN BOX TO RECORD YOUR VOTE
ORDINARY RESOLUTIONS FOR AGAINST ABSTAIN DISCRETION
1. That the Board be authorised to fix the fees and expenses of PwC as
Auditor for the ensuing year.
2. That Gordon Buswell, who retires by rotation and is eligible for
re-election, be elected as a Director of Metro Performance Glass
Limited.
3. That Russell Chenu, who retires by rotation and is eligible for re-
election, be elected as a Director of Metro Performance Glass Limited.
4. That Rhys Jones (appointed by the Board as a Director effective 1
April 2018), who retires and is eligible for election, be elected as a
Director of Metro Performance Glass Limited.
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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 20 August 2018.

Question:

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

Shareholder/Authorised Signatory

Shareholder/Authorised Signatory

Shareholder/Authorised Signatory

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.

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