AI assistant
METRO PERFORMANCE GLASS LIMITED — Proxy Solicitation & Information Statement 2025
Aug 10, 2025
65366_rns_2025-08-10_42aaa410-fb55-4760-b5a3-56cec5107f9b.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
==> picture [14 x 19] intentionally omitted <==
==> picture [23 x 17] intentionally omitted <==
LODGE YOUR PROXY
Online:
vote.cm.mpms.mufg.com/MPG
Scan & email: [email protected]
Deliver: Mail: MUFG Pension & Use the enclosed reply paid Market Services envelope or address to: Level 30, PwC Tower MUFG Pension & 15 Customs Street West Market Services Auckland 1010 PO Box 91976 Auckland 1142
Scan this QR code with your smartphone and vote online
==> picture [38 x 38] intentionally omitted <==
General Enquiries +64 9 375 5998 | [email protected]
PROXY FORM/ADMISSION CARD FOR METRO PERFORMANCE GLASS LIMITED 2025 SPECIAL MEETING
The Special Shareholders’ Meeting of Metro Performance Glass Limited (the Metro ) 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 Meeting portal at www. virtualmeeting.co.nz/mpgsm25, on Tuesday, 26 August 2025, commencing at 3.00pm (NZST). If you attend online, you will require your Holder number for verification purposes.
If you propose to attend the Special Shareholders’ Meeting, please bring this form to assist with your registration. If you propose NOT to attend the Special 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 Sunday, 24 August 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, on Sunday, 24 August 2025 will not be valid for the Special Shareholders’ Meeting.
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.
VOTING RESTRICTIONS
Any “Associated Person” of Simon Bennett or Pramod Khatri (as that term is defined in the NZX Listing Rules) is not entitled to vote on Resolution 3. Votes need not be disregarded on Resolution 3 if the vote is cast by a person who is not entitled to vote as proxy for a person who is entitled to vote in accordance with the directions on the proxy form.
ATTENDING THE MEETING
POSTAL VOTE
As a shareholder entitled to vote at the Special 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 entitled to attend and vote at the Special 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. 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.
If you propose to attend the Special 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 Special Shareholders’ Meeting online via www.virtualmeeting.co.nz/mpgsm25, 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 appointor | of(Full name)of(Full name) | |
|---|---|---|
| (Full address) | ||
| (Full address) |
as my/our proxy to vote for my/our behalf at the Special 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/mpgsm25, on Tuesday, 26 August 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:
==> picture [501 x 218] intentionally omitted <==
----- Start of picture text ----- To consider and, if thought fit pass, the following resolutions: Please indicate with aORDINARY RESOLUTIONS: FOR AGAINST ABSTAIN PROXYDISCRETION1. That, subject to Ordinary Resolutions 2 and 3 being passed, the issuance ofup to 501,655,800 Shares to Amari Metals Australia Pty Ltd for $0.03 perShare pursuant to the Proposed Recapitalisation where such issue will causeAmari to become the holder and controller of more than 20% of the votingrights in Metro, as described in the Notice of Meeting dated 11 August 2025,be approved under Rule 7(d) of the Takeovers Code.2. That, subject to Ordinary Resolutions 1 and 3 being passed, the issuance of upto 798,260,738 Shares to subscribers under the Proposed Recapitalisation for$0.03 per Share, as described in the Notice of Meeting dated 11 August 2025,be approved for all purposes, including under NZX Listing Rule 4.2.1.3. That, subject to Ordinary Resolutions 1 and 2 being passed, the issuance of upto 33,333,333 Shares to Simon Bennett and 6,666,667 Shares to Pramod Khatriunder the Proposed Recapitalisation for $0.03 per Share, as described in theNotice of Meeting dated 11 August 2025, be approved for all purposes, includingunder NZX Listing Rule 5.2.1.----- End of picture text -----
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Special 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 Sunday, 24 August 2025 . The Board will address and answer questions during the meeting.
Question:
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. |
==> picture [14 x 19] intentionally omitted <==
==> picture [23 x 18] intentionally omitted <==