Good morning, ladies and gentlemen. My name is Peter Griffiths. I'm the Chair of Metro Performance Glass, and I'll be chairing today's meeting. On behalf of the board and the management and the staff of Metro Glass, I welcome you here to the 2023 Annual Shareholders Meeting. We're hosting this meeting through a hybrid format. Shareholders are joining us here in the room in Auckland, but we have also a number of others participating through the virtual meeting platform. For those of you in the room, just a couple of housekeeping points. If there is some sort of emergency, there will be a siren. There'll also be a voice announcement with some instructions. If we need to evacuate the building, There are two stair exits, both to our right, one in the far side and one just behind the screen here, and they take us down to the ground floor, 30 floors below. The bathrooms are also in that area. For our attendees online, you can vote and ask questions at this meeting, and if you haven't done so in advance, you can vote during the meeting, and you can also ask questions online. I'll prompt you with further instructions as we go through the meeting. If you do have questions right now and you're online, it'd be a good idea if you could type them in and send them into us, that will allow our collator an opportunity to collect them together, and we'll try and answer questions of a common type at all at once. If there are questions that we cannot get to or require a more complicated answer, we'll come back to you on your email, and we'll also post the answers on our website. For those of you in the room, of course, there'll be opportunities to ask questions at the end of the addresses, and at each resolution, we'll also take further questions. I'd now like to introduce my colleagues at the top table here. On my right, we have Graham Stuart and Julia Mayne, on my left, we have Jenn Bestwick. Our other Director, Mark Eglinton, is a very late apology. He was particularly poorly yesterday, at our board meeting, he's now exceedingly unwell at home, sends his apologies and regrets for not being here today. The other Director that's not present in the room is Rhys Jones, who resigned last week. I'd just like to acknowledge Rhys's contribution and performance to the company, his expertise and business acumen will be missed. I'd also like to introduce our CEO, Simon Mander, who you'll be hearing from shortly. There are a number of other AGG, sorry, MPG staff in the room. They've all got a name tag on them. Please take opportunities to talk to them over a cup of tea. We also have Troy from our auditors and Toby from our legal advisors, and we also have representatives from Jarden, who are our advisors, also in the room. Now to the agenda for today. We have a couple of short addresses, and then we have three resolutions to consider. I will make a few remarks, and then I'll hand over to Simon to talk to you more about the year in review and the trading of the company since that time. I'm sure there's quite a bit of interest in the room about events that happened after the balance date, and we look in to address those during the, during the meeting. My fellow directors and I hold a number of proxies, discretionary proxies. We intend to vote all of these in favor of the resolutions in the notice of meeting. To date, we've received 83.9 million votes of the shares on issue, and in light of the proxy votes, it appears that resolution two, which is the election of Mr. Graham Stuart, will not be successful. Graham is here today. If there are questions for him, he's happy to take them, but in the light of the outcome, he's unlikely to address the meeting. Okay. The financial statements for the year, 31st March 2023, together with the auditor's report, were set out in our annual report. It's on our website. We have a number of hard copies in the room for people if they want them. The notice of meeting was properly called. We definitely have a quorum, so I declare the meeting open. Turning to the year in review, financial year 2023. This was another challenging year for Metro. The hangover of COVID stayed with us. International supply chains continued to be severely disrupted, and freight costs remained high, and raw material costs went up. We increased the level of stock we held to cope with these challenges so that we could ensure the service to our customers, remain at a high level, and as a result, our working capital increased, and that leads to higher debt. During the year, we introduced a number of initiatives to free up cash, to improve price and reduce cost. Consequently, in the latter part of the year, margins started to improve as price increases were embedded in the market, and the highest costs of international freight started to ease. Our business cost out program resulted in annualized savings of between NZD 8 million and NZD 9 million, and our cost reduction program will continue as demand softens. Throughout the second half of the year, construction activity in New Zealand started to soften, and this has continued through into this year. As at the end of the first quarter, just to give you some idea of the degree of change, the number of square meters that MPG processed in New Zealand was some 24% lower than it was for the quarter the previous year. It's clear now that we're in a prolonged period of reduced activity. The board and management team consider, continue to consider a range of scenarios, and we have further initiatives to reduce cost should demand soften further. As in previous years, our capital program was focused on increasing the capacity and capability for processing higher quality and higher performing Low-E glass in New Zealand and increasing the double glazing capacity in Australia. This program is largely complete and has enabled the company to service the changing demand that the new building code in both countries has now brought to the market. MPG's been able to satisfy that demand very well. Sorry, I've just managed to pick up the wrong page. Just give me a moment. I have to manage. I do apologize for this. I've managed to pick up most of Simon's presentation by mistake. 40, 30. This is managed in privacy. Here we go. It's two stuck together. As I was saying, MPG and AGG have managed to respond to the changes in the building codes in both countries very well. AGG, shall we say, finally, or currently, has now achieved a significant improvement in profitability. This is supported by high levels of operational stability and customer satisfaction. The board remains focused on achieving the best value for all shareholders and ensuring that the company is successful and an enduring glass processor. We're open-minded to all options that may come to us. It remains the board's intention to reduce debt. As we've consistently communicated in the past, we're focused on reducing debt to 1.5x Net Debt to EBIT. Previously, we've made good progress on this. However, the impact of the pandemic has negatively affected our earnings and margins, and the current period of softer market activity creates a further challenge for us. It still remains the board's intention that once debt is significantly reduced, that we resume dividend payments in line with the company's stated capital management framework. It is, however, the board's current view that cash flow from operations alone, particularly in a downturn, will not reduce debt rapidly enough, and alternatives need to be considered. In February, we announced the start of a sale process for AGG, and we are progressing with the AGG transaction in accordance with those announcements. There is real interest in the asset, and a transaction would result in a very positive outcome for the group. Of course, a deal is not done until the deal is actually done, and therefore, we have developed some alternative strategies that will allow us optionality if a deal isn't concluded or completed on the terms we expect. Based on the options we have available, and with the assistance of our advisors, we continue to believe that the rejection of the non-binding indicative offer received on the 18th of July at that price was the right course of action and in the best interest of company and shareholders. I guess, to conclude, I would like to take the opportunity on behalf of the board to thank the Metro Glass employees for continuing to work hard in difficult times. Their resilience has been admirable. Our customers and suppliers recognize them for their commitment to the company. Now, thank you all. I apologize for losing my place there for a moment. Thank you all for listening. I'll now hand over to Simon, who will talk more on the FY23 performance. At the end of that, we will take some questions. Simon? Thanks, Peter. Good morning, everyone, and thank you all for joining us both here in Auckland and online. My name is Simon Mander, and I'm the CEO of Metro Performance Glass. I'd like to start by recognizing our people right across the Metro Glass Group. Their resilience has ensured that we've continued to deliver our market-leading products and services to our customers. Our teams have managed the ongoing supply chain disruption well, and as shipping became more reliable and predictable, it has allowed us to begin reducing safety stock levels and in turn, working capital. We've also seen marked improvements in gross margin as price increases embed, our sales mix shifts to higher value Low E, and freight costs ease. During the year, all our segments were impacted by disruptions to supply chains, and corresponding project delays impacted our efficiency. In spite of this, all segments remained resilient and performed well. Metro Glass remains a leading glass processor and installer in New Zealand. Australian Glass Group delivered on their turnaround plan, with stable operational performance delivering a significantly improved EBIT result. AGG is well positioned for continued growth alongside the increasing adoption of double glazing, as changes to the National Construction Code further accelerate uptake. I'm also proud of the progress we've made in our environmental, social, and governance commitments. Our safety performance continues to improve, and this remains a key focus for the leadership team. Our total recordable injury rate, or TRIFR, more than halved to 2.5 in FY 2023 from 5.5 in the prior year. This year, we sought to understand our carbon emission profile and have recently achieved external assurance from Toitū Envirocare for our FY 2022 base year. It's a good starting point for the company to develop our longer-term carbon reduction program. I'll now provide you with a brief summary of the group's financial performance in the financial year ended March 31, 2023. Group EBIT of NZD 11.8 million was an increase of 100% on our prior comparable period, driven by a full trading period without a lockdown and significant price increases in both New Zealand and Australia. Net debt increased to NZD 60.1 million, driven primarily by higher volume of inventory, which is also at higher unit cost. Our leverage ratio reduced to 3.2x on March 31, 2023, from 3.8x on March 31, 2022. AGG had a much improved result after a number of very difficult years. Revenue lifted 32%, primarily through improved pricing and stable operations, and we delivered an EBIT result of NZD 6.4 million. I'll now touch on how we're traveling year to date. For Q1, group revenue is similar to the prior year, despite the amount of glass processed and meters squared being materially lower than the same period last year. Revenue in New Zealand is 9% lower, but improved pricing and mix is helping offset the volume reductions from the softer New Zealand market. Gross profit percentage has improved 7% on prior comparable period in New Zealand. AGG continues its momentum seen through FY 23 into Q1 2024, with glass processed, revenue, gross profit, and EBIT all above the same period last year. Net debt has reduced from NZD 16 million at the 31st of March 2023 to approximately NZD 55 million at the 30th of June 2023. It's primarily driven by reductions to working capital. Our CapEx is currently at the same level as this time last year, and we expect our full year CapEx to be similar to last year at approximately NZD 7 million, and this includes the AGG full year CapEx plan. I'd like now to take a moment to outline the supportive regulatory changes occurring in New Zealand. In 2022, MBIE introduced changes to the minimum thermal performance requirements for compliance with the Building Code H1 Energy Efficiency. This is the first major change to the code since the introduction of double glazing in 2007. New Zealand has moved from three climate zones to six, reflecting the differing local climates across the country, with each zone being set new thermal performance requirements for insulation and glass windows being one of them. The new building code requirements see an increase in thermal efficiency across all zones in three phases. From November 2022, all zones moved from an R of 0.26 to an R of 0.37. From May 2023, this split into three increased R-value requirements, with the coldest areas requiring an R of 0.5, and a final step in November this year, which brings zones one and two in line with three and four at a thermal performance of R 0.46. In effect, these changes double the thermal performance of windows. The use of standard aluminum frames in most applications will not be compliant once the full extent of changes are introduced from November this year. Almost universally, these changes will require all glass to be a high-performing Low-E. We've been talking about these changes for some time and the positive impact that we believe these will have on our business. In the last few months, as these new code requirements came into force, our mix of Low-E and residential double glazing has moved from around 24% in Q1 last year to 40% in Q1 this year. Over the next 12 months, we expect this to reach 90%+. Importantly, not only are we seeing a shift from non-Low-E glass to Low-E glass, but customers are also seeking to move from within the Low-E range towards the high-performing Low-Es. Metro glass has a long history of supplying high-performing soft-coat Low-E products, and we believe we have a leading Low-E product offering. Glass performance, excluding mechanical and structural properties, can be summarized across three performance attributes, as shown in the chart. The changes in the building code requirements means that thermal performance is somewhat of a product hygiene factor, and that all glass suppliers must now meet this minimum thermal efficiency requirement. For example, some of our double glazing range will no longer be appropriate, like Classic or the clear float double glazing. Low E Plus will also phase out, and Low E Max will have limited residential application. However, we firmly believe we will see a significant shift in the attention of the other glass performance attributes by the designers and specifiers, namely Visual Light Transmission, or how much natural light comes into your house, and solar gain, how much heat from the sun comes into your house. If you just recall that double glazing typically retains the warmth within the house, and the problem with solar heat gain is the heat coming into the house gets trapped. This is of particular interest in warmer climate zones, where houses can overheat in summer. Earlier this year, we brought to market our SunX Grey offering, and as you can see from the graphic, it provides strong performance across all the attributes I've just talked about, and we're excited to bring this to the market. Metro Glass is well-positioned with our world-class processing facilities, and we've been making targeted investments in anticipation of the increased requirements for processing high-performance soft-coat Low-E glasses. In the year, we installed a new furnace at Highbrook, as shown in this picture here, and upgraded and relocated a furnace to Christchurch, and along with a series of other modifications to our processing lines, creating immediate benefits to efficiency, quality, and debottleneck these two main plants. In Australia, we commissioned a second double glazing line in Victoria to service the growing demand in that region. A significant amount of the glass processes and equipment, which became surplus when we closed Mount Maunganui, is being relocated and will be utilized across the AGG business. In May 2023, we conducted the ninth of our six monthly customer surveys. These surveys provide us with feedback and guide our initiatives to address specific issues and general service levels, enabling us to develop ways to generate further value for our customers. Our ratings in New Zealand, while they remain strong, declined in the May survey. We were encouraged by the high survey response rate, which climbed to 72%. Often, these surveys are reflective of the current situation when the survey is conducted. That's one of the reasons we do it every six months. In around May, we did have some supply disruptions in our plants, which impacted some customers. We've addressed many of those challenges already. We continue to work with our customers to understand their feedback and work with them to develop solutions to improve service levels. In Australia, AGG achieved their highest-ever rating as customers continued to compliment our people, our communication, and customer service, and overall responsiveness to their needs. Just for an outlook for the remainder of the FY 2024. In New Zealand, the 12-month rolling residential consents have continued to decline, and while above industry, an estimated industry capacity, uncertainty remains on the number of dwellings that will ultimately be constructed in the year and beyond. Activity levels in key markets are expected to remain stable at the softer levels for at least the next four months, and economic headwinds may accelerate a further activity decline at the end of 2023 and into 2024. Metro Performance Glass continues to refine plans to continue the improvement of New Zealand business profitability. The cost out program will deliver operational and financial benefits through FY 2024, with the reduced disruption to the international supply chain, combined with the increase in demand for Low-E products, the level of financial performance in the first half of FY 2024 is expected to be better than the prior comparable period. In Australia, the number of detached dwelling commencements continues to decline in all states. However, the increase in use of double glazing in residential buildings is likely to partially offset the declines in overall residential construction activity. As we previously announced, for the 12 months to the 31st of March 2024, management forecasts are for AGG to achieve revenue, EBITDA, and EBIT of approximately AUD 79 million, AUD 11.5 million, and AUD 7.5 million, respectively. The group level net debt is expected to be at the lower end of the range of AUD 53 million-AUD 55 million. Now first thing this morning, it was actually below AUD 52 million.... earnings before interest and tax, or EBIT, is expected to be better than the prior comparable period of FY 2023. Just before I hand back to Peter, I'd like to take the opportunity to thank all our shareholders, customers, suppliers and staff, and the board for their support over what has been a challenging year for all. Thank you. Thanks, Peter. Okay, thanks for that, Simon. This is the first opportunity for questions from the floor or questions online. Let's just start in the room. Is there anyone with any questions for Simon or myself or anyone else? I'll come to you, Philip. Sorry, the gentleman behind you got asked first. There we go. If your Australian business is now making a profit, why would you even consider selling it when you only bought the thing when you first listed? Isn't it time to hang on to these things while they're starting to show improvements that would help to decrease your debt? It's a good point. You know, the, the purchase of Australia has been, should I use the word, ballast on the Metro Glass balance sheet for a number of years. And a number of critiques suggested that we'd made a mistake by going into Australia, and we should we're making a loss, and we should cut our losses and leave. The board felt that actually we'd get a better result if we could turn it around and generate profit, and that's what, that's what we've done. The issue at the moment is that our balance sheet has a large amount of debt on it, largely, as I mentioned, because of the COVID overhang and the resulting costs increases in working capital. We're faced with a hard choice. What, what are our opportunities around capital management? To reduce it through cash from operations, which is your point, keep hold of everything and generate the cash and pay down the debt, and we're doing that. It's not going to be quick enough. Our debt commitments are out to October next year, 2024. In the normal course of events, you start to talk to your bankers about renewing your debt agreements in the coming months. We know the expectations from that group of people that our ratios, which a couple of them were mentioned earlier, will need to be significantly lower than they have been comfortable with in the past. We can't get there just from trading. We're faced with the tough choices of finding capital elsewhere, and there are really only two ways: capital raise or selling assets. Now, the board's thought very carefully about this and has decided that the best option for us is an AGG sale. As I indicated in my speech, you know, we're hopeful of a very good outcome from that sale process. The indicative bids we've received have been encouraging. We have parties in due diligence. That is due to conclude very shortly. We were kinda hoping that it would have tied up with this meeting, but they're gonna be a few days apart. Should we have a bid that the board finds acceptable and will materially change the debt position of the company, we will bring that to shareholders for them to make the decision on. If that doesn't happen, we'll have to take up one of the other options. It's a bit of a long... I'm not sure. That's where we are, where we are. Understand that. Uh- I just thought if there was. You weren't satisfied with the debt, then do you push on or do you still have to make one of two choices, the banks aren't gonna look after you, or you do have to capital raise? Well, our banks have been absolutely supportive of us. You know, we're on good terms with them, but we also know that, you know, in an economic downturn, they look for more conservative debt terms and ratios than they have done in the past, and that's our expectation. While we imagine we will be able to conclude terms with our debt providers, they will be on different terms from the ones we have now. We do think we will need to find some additional capital. Of the options we got in front of us, the sale looks to be the best. If it turns out not to be that way, we'll have to look at other options. Philip, I think you were next. Hello. Philip Talyancich. I'm a proxy holder. I guess just starting off, you're obviously at something of a crossroads, so worthwhile exploring a few things in a little more detail and color. Just interested in your criteria that the board has in mind by which they would assess any sale of AGG versus those other options available, and if you could provide any additional color to that, provided as to what might be considered, and especially in light of, in the event of sale of AGG is not possible. Okay. Clearly, we're at a critical point in a commercial negotiation or commercial process around AGG. I'll speak in sort of broad and general terms rather than specifics. A sale of an asset that is now profitable, there would be a number of things you'd expect a board to think about. The sale price would need to be at a multiple materially better than what the company's currently trading at. That would be one, so that it's accretive to shareholders. We'd be looking for it to significantly change the debt position of the company, and I mean, significantly change to a better extent than a potential capital raise might. Those would be, those would be, I guess, the two, the two major ones, that it, that it provided, materially better cash flow than our next best option, and provided us with a MPG, with a low or no debt situation would relieve us of the burden of interest payments and capital repayments. It would be the very best sort of position to be in at the bottom of a downturn. It would leave us with an organization that is producing glass well. Its customers are satisfied. We would have the latent capability to increase that production when the market turned up, but we would be in a good position to weather however long the downturn is, which is the thing we do not know. I guess off the top of my head, Philip, those are the two, primary ones that the board will consider when it's looking at the offer. Did you have a supplementary to that? I think you probably did. A number. I know the presentation today made reference to volumes in New Zealand being down around 24%, I believe. Yeah. I was wondering if you could provide some color as to what gives the board confidence that the structural degradation that's been observed in the New Zealand business, I guess, which is, continues at the moment, that has, I guess, really started four years ago, can and will be arrested? What evidence you point to in support of that ability to arrest the decline in volume observed in the New Zealand business? I guess yeah, that would be my next question. I think there are a couple of points I would make there. If you, if you go back in time, pre-COVID time, the key challenges around Metro or around glass manufacturing in New Zealand was an overcapacity of processing. There was more capacity than demand as people invested in plants looking to take advantage of the uptick in housing. We had, if you remember, a significant competitor, APG, APL, invest in a significant new plant in Hamilton. That involved quite a large change in customer suppliers or suppliers to customers. MPG traditionally provided glass to a lot of APL fabricators. They went with APG. We have replaced those customers with other customers from elsewhere, and you've got a net change in the market. We are now at. We then have the COVID period, which kind of threw a blur over everybody. We now have a relatively stable set of customers. People are still coming to us, and less people are leaving us. The change for APL, APG, is largely complete in New Zealand. The current downturn, that sort of addresses the historic point a little, I think. The current downturn in sales has occurred a little earlier than we thought it would. The market has softened a little earlier than we thought, but the numbers have been pretty much stable now for a number of months. I'm just looking for Simon to nod, nod, nod. We've had the drop, and we're now in some sort of stasis period. Now, we, we don't know what that represents. Is it a plateau with another drop coming? That's what our plan expects, that at some time in the future, there'll be a further drop as housing activity declines. Right now, we are sizing the business so that our costs match our demand. If our demand falls further, we will be able to resize the cost of the business again at a lower level. We think we've coped with the market change. We think our market share is stable, as, as any of those things can be, and that we are addressing the market efficiently and cost effectively. As indicated by our slides, even though our volumes are going down, our gross profits are going up, and our costs are coming down. We still think we will be cash positive and profitable. That's sort of answering your question, I think. One, one more, and then perhaps we'll ask. It does. No. It does gloss over the idea of EBIT going from over NZD 30 million in New Zealand down to where it is today. Yeah. Well, I guess then forced to wrap it up, so we'll make it a long one. Given the sale, given any sale of AGG would reduce the geographic concentration, well, increase the geographic concentration, operational leverage, volatility, reduce the ultimate bankability and market relevance, you know, thoughts on how the board thinks a residual New Zealand business would trade. Then in a wider sense, you know, the board has intimated in public statements it has a view and value, but never disclosed the basis nor assumptions on which those opinions have been formed, nor specifically what that view may be. If you could provide some color on the framework, on the assumptions underlying the board's view on value, and in the context of that framework, how the board thinks about the value of the residual metro business. I know you made comment that you would hope a sale of AGG would have a substantive impact on debt. That doesn't necessarily equate to a very valuable outcome based on where the company has indicated AGG is earning. I would note any comparisons to present share price is a share price that has been impacted by market announcements regarding an offer for the company. Okay. There's quite a lot in that. You did force my hand a little bit. Okay. Understood. The, the key point, a, a New Zealand business without Australia, yes, it is a, a New Zealand business exposed to the New Zealand business cycle, building cycle. It is a significant player in that market we hold. We are the largest glass player. We expect to continue to do that. The, the market in New Zealand needs to, I should we say, consolidate and rationalize. There are a number of steps that seem logical to market observers that have yet to happen, and we think New Zealand, MPG being there, has a relevant place to play in those. We, we will be at smaller scale. We will not be the smallest company on the NZX by quite some way. As, as I've mentioned, our cash management, capital management program is to use our surplus cash to return some of that to shareholders by way of dividend. Now, you don't need an awfully large dividend to work out what sort of share price you might achieve in the future on the smaller business. I'm not gonna kind of speculate in that space. I've been coached not to. That, that, that would be part of my response to your earlier question, and I've kind of lost the middle somewhere. Do you wanna have another go at that or...? I do. I'm sorry, one other... I mean, the reducing debt, the sale of AGG, that's one of the goals. You know, that's, we're trying to have a profitable company that generates returns for its shareholders. Yes, it will be New Zealand focused. Yes, it will be exposed to the New Zealand cycle, but we think we can take advantage of that. As I said, we will, with, with little or no debt, we'll be able to survive in the downturn, and we'll have the opportunity to grow in the, in the inevitable upturn, whenever that is, and participate in whatever market changes may occur in the future. Sorry. It, it does rather gloss over the fact there is no functional liquidity in the company today. Now, these numbers are a little bit dated, but in the year to 20 July, a snick under 14 million shares traded, that's 7.5% of the company. That's an average of 53,000 shares per trading day. Yeah. I mean, the question is, hypothetical views of what it may be worth are quite different from actually delivering functional value in the hand to shareholders who wish to achieve that. Can you provide some color around how you're thinking around delivering that functional value? Well, I, I guess I refer to my original answer, that, you know, our, our performance in terms of generating a return to shareholders will generate more interest in the stock. That's really, I think, where I will leave it. You're, you're of the view that it, the stock will be genuinely of interest to a wide and diverse shareholder base post the sale of AGG. Is that the board's position? Well, I mean, in the short, I'd say yes. You know, our, our shareholder base is, is currently what it is. I imagine that will, that will change over time. The opportunity for a liquidity moment, which I think is what, or, or a greater liquidity, is, is not something the board can bring about other than by doing the things it's doing now, I think. I guess just to wrap up... Mm-hmm. Have the larger shareholders on the register provided any feedback to the board regarding their support of the AGG sale? Yes, they have, and I think they've gone public in the media with that, and I think that's pretty widely known. Nonetheless, you know, we're, we're assuming that, you know, compelling math will make its case if we come to the market and it's not accepted, we will have to move to our other options. Okay. I'll let someone have a turn. Okay. I just know reducing the debt on the stated earnings is not compelling in of itself. Right. You've made that point a number of times, I think, and so, there's a couple at the back there, and then we'll come to you, ma'am. Thank you. Martin Kellett, shareholder for many, many moons now. I am bothered by what I'm hearing with regard to the Australian sales. It seems you are suggesting on that point, that shareholders may get some crumbs by way of a dividend because of the reduction of debt, plus also the provision of business. I'm not so much concerned about that, but I have been around long enough to know that when there was a housing boom occurring in New Zealand, this company was still losing money hand over fist. Just because it picked up did not mean that this company became profitable. It's consistently lost money, consistently built up debt. I can't understand how you can claim if we hold this through, the golden weather is still to come. You put all the lipstick you like on it, this company is still a pig, and it's not working out for me. I cannot understand how you can see that this company has a long-term future if we hold our breath and wait until this economic recession drops off, building starts again, and quite frankly, I, I can't follow your logic. Thank you. Okay. Not sure there was a question in there, but thank you for your, your opinion. Perhaps we can catch up after, on the cup of tea and we'll talk some more. Sir, you're in the back there. Ethan Bradfield. Is it working? There we go. Ethan Bradfield, analyst. I've just got one question. In terms of capital allocation, which is the main job of management, right? Is a special dividend really the best use of that capital? I don't think we've said the word special dividend. You, you alluded to a dividend if there was a sale of the Australian division, right? Okay. Did I get that wrong? Clarify my... Those decisions have not been made. What my reference around dividend was really towards the operations of the business. Even in this downturn, we will be cash positive. We will be able to potentially, well, we'll be able to consider paying dividends. I wasn't wanting to imply there was any special dividends continuing on the sale of AGG. I suppose... maybe I misspoke. Yeah. I suppose my comment is more, is any kind of dividend paid out really the best use of your capital when, you know, the finances of the company are in the state they're in, especially with debt hanging over your head? I think we'd only be considering dividend when debt was at, at extremely low levels. Extremely low levels. Madam, there was a question behind you, yeah, ma'am, and you. Coralie van Camp, shareholder. I have two points of- Sure. To talk on. I cannot understand how the New Zealand revenue can be NZD 186.7 million, and your earnings, your profit before tax was only NZD 6.4 million. Were you selling everything at cost? How can you have that revenue and no profit? First question. I'll, I'll potentially have a go at that. I think the reason being that, cost of raw materials have gone up, cost of international freight has gone up, so the, the margin between the sale price and the cost of it declined, and it took us some time to get price increases into the market to restore margins. For the period of the accounts. You were selling at cost? Not, not at cost, but closer to cost than we had been historically. Right. Yeah. I mean, it's never our intention to sell at cost. The other thing I want to talk about is when I bought my Metro shares, they were NZD 1.76. Mm-hmm. Every AGM I've come to, since then, has been gloomy news, way before COVID. You had a lot of breakages. There were all kinds of reasons why you weren't surviving.... In about 2003, I went to Owens Freight AGM, the writing was on the wall there that they were a cherry waiting to be picked for a takeover. Sitting behind me were the two Mainfreight guys, just waiting, they spoke after I did, it wasn't terribly long before they made a pitch for the company, they had it. I lost a little bit of money, they had to take my shares compulsorily. I then went and bought Mainfreight shares, what a wonderful investment that is. I feel that when you sell the Australian company, you're simply making it more valuable for Mr. Masfen and his cohorts to come in and take it over. Now, you're saying NZD 0.18 a share is undervalued. What would you consider a good value? The thing is, again, they'd have to take them compulsorily just out of a principle, but I just think you're ripe for a takeover. We've received an offer, what was it? two weeks ago. Yes, we, we recognize that. I'm not going to say what number I think is a fair, is a, is an appropriate price. I mean, clearly, that's a, a, a point of a commercial negotiation, but But the thing is that, we received all the shareholders, that Mainfreight wanted to, buy out. All received notices in the mail, so I, I'm expecting one. Yeah. Okay. Well. Your advice before we receive it is what? At the moment, there are no, there is no offer before the company to consider. The board hasn't got any advice to give you, but should. The normal practice is, should an offer to buy the shares be made via a scheme of arrangement, that typically goes through the board's consideration, a number of other steps, and then there is a shareholder vote. You would, you would be notified of that and have an opportunity to vote for or against it, depending on the value you saw in that share. Uh. That would be the normal course of things. We're not in that process at the moment. Okay. Thank you. Okay. Okay, down the back. I think you were first. Would you care to comment on the appropriateness of the value of goodwill on the balance sheet? The way this company was set up when it was listed, it, it, it was set up with a very, very high level of goodwill and a low value of assets, and that, that is somewhat, should we say, out of the norm in the long run. It is an unusual way of a company being structured. We have been changing that value of goodwill, as you do during your audit and good management practices. You have a look at the level of it and say: Is it appropriate, and does it represent the value of the company? I think in the year just past, we adjusted it by NZD 10 million. We think it is appropriate at the moment, but we always review it. Given the outlook, are you, is the board looking at it again? We look at that. I'm looking to the auditors twice a year? Once a year. Yeah. We do it twice a year as a matter of course. Yes, I mean, the short answer. Continues disclosure. Yeah, it, you're right. That's, and if we made a change, we'd have to, we'd tell the market. Yeah. Thank you. David Grieve, shareholder. Three questions. Significant items, a NZD 10 million write-down. Is that the goodwill you're talking about? Yes, yes. That's a very large figure to suddenly come out below the profit line. The second item, under expenses, the last item under expenses is NZD 16 million. Okay, I can't tell you what that is. I'd like some explanation about NZD 16 million, where you analyze down to under NZD 2 million. Right. The third thing: With the big development in this country of retirement villages, how many contracts has our company got with the leading retirement villages, where we're the major supplier? Perhaps we could answer the last question first. Scott, can you... While Scott's having a look at what, I don't have that number in my head, but Simon, do you want to make a comment on the retirement business? I can't tell you that off the top of my head. We do supply in proportion to our share to those retirement villages. We do deal with major retirement villages, and we do have supply contracts with some of them. Only some of them? Yep, there's a lot of retirement villages around the country. They're big consumers of glass. Yep, we do supply some of the large ones. Most, most of those, type of contracts are, are a, a tender and a, you know, competitive contracting process. That's how, that's how business is done, though. Yeah. Yep, that's right. You know, we, we, we win, we win some, we don't win all of them. We are active in that market. We talked about the housing market softening. Our commercial book is still quite steady. Which, which is where your point was. Have you been able to pick up the 16? Yeah, I mean, every year you have a review of the key costs. Perhaps you want to just stand up, Scott, and just. Every year, you know, we're reviewing the cost of exposing there. It's just a number, it's just a number of small items. There's nothing significant hidden in that number. Can you give an example of what sorts of things make it up? I think perhaps, maybe I can take the question and provide the detail, but the detail for upwards... You need to have a look? Yeah. Okay. All right. We'll come back to you with some more detail on it. It's significant, but NZD 16 million. It adds up to 16, yeah. You know even it's expensive. Yes. Yes, I do. Yeah. Sorry, Raf. Raphael Yan, shareholder. Mr. Chairman, just in terms of, I guess, in the instances of combining or acquiring a business, you know, sometimes one plus one can equal three. Conversely, I guess, when you're divesting some of your best performing businesses, you know, two minus one can get close to zero or near. Yeah. My question is: Given the sale of AGG will increase the, you know, the geographic concentration, the operational leverage, earnings volatility, reduced bankability, access to capital, market relevance, and liquidity, in that context, in terms of the carry of a dividend, I mean, can you give us some basis to that? I guess that also sort of comes to the underlying question. You know, at some sort of a basis for parameters of residual value of the New Zealand business. I mean, if you're going to pull out, you're going to, you know, you can be in a position to pay dividends. I, I, I, really, you know, I, I can't really put the math together, personally. Yeah. If it comes up, we'll bring it to the table. Yeah. Yeah. Yeah. There was a lot in that statement. You know, if we, if we get an offer that we think is appropriate, that it achieves the aspirations of the company, including significant reduction in debt, we will bring that to shareholders. The conversation will have a. This is what we propose you vote for. You know, if you do vote for this, this is what we think the business will look like going forward. If you don't, this is what we'll have to do, and this is what we think it will look like going forward. We will come to the market with that. I understand you. I, I hear the point you made. The New Zealand business will be post a sale. A New Zealand-only business, as it was when it was floated. It's in a better position than it was when it was floated. It has better equipment, better people, better customer satisfaction. It has a stable customer base. It will be able to operate profitably and cash, generate cash during the down cycle, it will be in a position to take part in whatever comes in terms of market reorganization and increased growth. You know, I've, I've, I've sort of gone over that a couple of times now, and I think that would be my answer at this point, Raphael. Thank you for your question. There were some more questions to just... Oh, yeah, we haven't talked about anybody online yet, we'll go online. We'll go to you after... No, no. Give him his, give him the mic. Then we'll go on. Sorry about that. Jesse Evans, Stranahan. I'm a shareholder in the company. I've got quite a lot of questions. I think I'll have to restrict them. I've been sitting back waiting for others to ask questions to see if how many they would dispense with. I guess my main concern comes down to when we're looking at the balance sheet, the actual total assets, so much of that's intangible assets. I mean, we're. You've got that relating to the initial public offering dating back to 2014. That's a very long time ago. It looks bad enough when you write off NZD 10 million. When you look at how much is left in there, I have trouble understanding that there can be so much left in there still. Then we've got the other, item, right-of-use assets, which I think that, again, is entirely intangible. I mean, take the total of that, and there's about NZD 100 million out of total assets of NZD 254. That's a big concern because there's enough there, writing it off at NZD 10 million. It seems that a straight line method is a favored approach to writing this off. Perhaps we've reached the point where a straight line method needs to be reviewed because it's just simply not good enough. It needs to be accelerated. If you accelerate that, this company is in real trouble. I'll attempt to answer that. I've got, fortunately, I've got the auditor who can answer the second part of your question. My understanding that when the company was listed, it was, the way the transaction was structured was most of the asset value was intangible. There was very limited physical assets. Most of the physical assets that are now on the balance sheet are ones that have been added by spending capital after the listing. I think we're stuck with the balance sheet we got given back at the listing. Well, I think it's good enough to say we're stuck with it. I don't think we are. Well, well, I think we are, because you can't just decide to change your mind. There's a, there's a series of accounting tests that the authorities require you to do around intangible assets, if you wish to make changes to them or should they need changes to be made. It's not a case of, oh, I think we'll depreciate it over 10 years, like a fixed asset. It, it has to stay there until the, the tests show you that it no longer represents the value that it originally indicated. I'm, I'm not an accountant or an auditor, but Troy, have I misstated the... Perhaps you could say something about how you change, yeah, non-fixed assets, and, and why it, it, it isn't just a case of us saying, "Oh, we think we'll get rid of it. Again, in terms of questions about accounting standards, it's probably best to take that question after the meeting. Happy to go into it. Mm-hmm. Won't go into it for, for the whole audience, unless there's a, you know, specific matter. Yeah. Well, I guess the thing is, we can't just at our whim, decide to change intangible assets. There's a difference between fixed assets. Yeah. and intangible assets. Yeah. Intangible assets. I would like to you answer the question. Yeah. Okay. Sorry, there's been a number of questions. Just the specific question, sir, that you'd like me to address? Yeah. Why can't you- I asked you a question about the invisible assets. It's probably worth contrasting fixed assets and intangible assets, and we're using economic life as value and use for the other. Yep. Going back, you raised a point about two intangible assets on the balance sheet, one goodwill, one right-of-use asset. Let me deal with the right-of-use asset first. That is a representation of the leases, primarily property leases and vehicle leases. If you have a look at the other side of the balance sheet, there is a lease liability, which largely corresponds to that. That right-of-use asset is amortized over the period of the leases. It will disappear, though, be replaced when you enter into a new lease. you know, provided the company is still continuing to use those leases, you wouldn't adjust them apart from continuing to amortize them. In terms of the intangible asset for the goodwill that you mentioned, you did suggest writing that off over a period of time. That was a change made to accounting standards a number of years ago, that that is not something that happens anymore, that that is instead, assessed for impairment at each reporting period. When it is assessed for impairment, that requires a look at the value of the business and does that support the value of the goodwill and other assets? During the course of Metro's history, that has been reviewed, and there have been a number of instances of goodwill being impaired for both the Australian and New Zealand businesses. Yeah, I suppose, that's Peter, it is. We can't do what you suggest as a logical step? Well, I mean, the situation that we've got at present, the economic conditions in the country are very bad. Mm-hmm. That alone, which suggests to me, well, something you decided back in 2014 to write off in a straight line, then, to hell with accounting standards. If they're not realistic, tell them, Accounting Society, change them. That's... We can't do that. That's not within- Yes, you can. No. No, no, we can't, obviously. You suggest to them that they're unrealistic. Oh, look, we suggest lots of things to our auditors. What to the Accounting Society? They don't, they don't do it. International accounting standards are something way beyond this room, so perhaps if you had one more question. Thanks, Troy. We'll, we'd take that, and then we'll go online. I'm just. I know you said you had more than one. No, I'm not satisfied with the answer here. It's, I think I, I'll leave the other ones because they-. Okay. To me, they're minor by comparison. When we're talking about something that is, as I say, totally of leases and goodwill of about NZD 100 odd million- Mm-hmm. Mm-hmm. Compared out with 173, that's a very, very significant item. Yes, it is. Um- That's why it gets reviewed regularly, and if it's not thought to be an appropriate level, it gets changed. You're not reviewing the method of doing it. You're only reviewing- No, we, we don't have any control over the method. We, we have to follow the rules. That's kind of one of the, one of the boundaries we have. Perhaps we can, you pick that up afterwards. Thank you for your time, sir. Madam, again, one last one, and then we'll go online. Mr. Chairman, could it be that the intangible assets were considerably overvalued at the time of the float? I really couldn't say anything about that. Sold apart. I wasn't here at the time. It has been said in the day. It has been. Okay, I'm not going to add anything to that. Which doesn't make your job any easier. Perhaps not. Can we go online, Liam? Is there something that's not in the line of what we've generally been talking about? Yeah, there's a few questions on AGG, but we won't... ... repeat those. I've got a question from Neil Pitkethley. "MPG share price just keeps slipping backwards. What can MPG management do to make the company attractive to investors again? Okay. I, I mean, I think the nature of our conversation earlier today was, was an attempt to tell you about what we are doing to, to generate, a company with a greater net worth than, is currently perceived by the price. I'm not sure we can add much more to that. Is there something with a, something different, if you've got it? Otherwise, we'll reply to them directly. Oh, this one's different. The New Zealand Shareholders' Association favors directors owning shares in the companies on whose board they sit. Mm-hmm. It's policy to ask why not, when a director owns no shares. Jenn Bestwick does not appear to own shares in MPG. Could I please ask why Ms. Bestwick has not yet become a shareholder in the company? That's from Barry Lindsay. To you. Happy to respond to that. There have been a number of occasions when the trading halt hasn't been available, that it wouldn't have been appropriate for me to purchase shares, due to shareholder require, stock market requirements. As soon as the trading halt is open, and the board is in possession of, information that would be deemed to be insider, I will be buying shares. There's your answer. Perhaps one more, or is that, that essentially it? I think we've got one more question at the back here. Sir? Then we'll come to you. Yeah. I just want to ask: If, if there was a sale that succeeds with the Australian business, can you put in the rights to territorial, business after a few years, just so that you can sort of, like, keep, sort of, grow another business? It's a restraint of trade type, we can come back? We could always suggest that to them. I'm not sure they would agree to it, though. I see. But, um- But you- That's not our current... I was being flippant there. Sorry. We have not got a completed sale and purchase agreement, so that issue hasn't been resolved, but I would think it unlikely. Okay. Sorry, there was one more down here. How are we doing for time? Okay. Yes. Hi, Scott Patterson speaking, on behalf of George Patterson. You talk about supply chain issues. New Zealand must be the only country in the world that's still talking about that. There's a lot of- Mm-hmm. I have a lot of contacts overseas involved in this sort of industry, where supply chain issues aren't an issue. My question is more for Simon. Operational efficiencies. I'm involved with a large commercial project at the moment that asked the local companies, the local glass companies, to tender for it. It worked out cheaper to bring the glass in from Germany than source it locally here from Auckland. I think you've got to look at your operational efficiencies going down the track, because there'll be other large commercial projects doing the same. We're talking, we're not talking small amounts of money. We're talking several million NZD just for this project. It's very disappointing, the service and the commitment that we had offered from Metro Glass. Metro, sorry. I think going down the track, operational efficiencies, you've still got a long way to go to compete on those large projects. Yeah. I'd happy to talk directly with you on that. Broadly speaking, you know, we have areas of the market where we see we have competitive advantage. There's certain areas of the market where we stay away from, because we see that from the risk profile that it's not suited to what we do. I don't know the specifics of your exact project, but we're very careful about what sort of work we do. We want to make sure that we, when we select a project, that we do it well, and that we make a good return on it. I'd, you know, happy to talk to you directly. Yeah, there are examples where, you know, people import product, and we prefer that we... It's not, that sort of work is not suitable for us. We also will import product ourselves and supply. You know, it's, it's really very, very, job specific. I'm very happy to talk directly to you on that. Yeah. Perhaps just add, skinning a building, a large building like this, with glass is not a Metro Glass opportunity. You know, very high, high, tall buildings with these very large multi panels are not the sort of thing that we would typically do. We typically work in low-rise or not very many high-rise buildings, and things that we can actually manufacture in, in harmony with our current manufacturing process. Depending on your project, it could well be that it's something that's outside our capability and efficiency. You may find that's our answer. Happy to, as Simon says, he can talk to you more. Was there one more question? If not, Okay, we'll take a final one, and then. I'm John Baine. I'm a shareholder. Peter, last year I spoke to you. I put an analogy between Metro Glass and the All Blacks. The All Blacks weren't doing too well, but they've turned around, and they're doing exceptionally well now. Metro Glass isn't. Mm-hmm. I'm wondering why in, in the meeting today, you've already had proxies enough to appoint more directors. Can you tell me what the directors from the last year have added to the company? The one that's going to go ahead in this year, what they're going to actually do, so we can see that the money you're going to spend on honorariums or whatever, is going to be well spent, and their directors can be. I'm sorry, the shareholders can be satisfied that we're actually going to get something for the money you're spending. Hmm, okay. When I look at the board of Metro Glass, I put myself to one side here. I, I look around, I think we have a good board. An excellent board, given the size of the company. It is diverse. We have people with experience from a wide range of backgrounds. They have financial acumen, wisdom, they are, you know, people who are committed to trying to make the company better. And I think that applies to all of them, particularly so to my colleague, Graham, who has not been successful in being re-elected to the company. I think that's a great shame. You know, he's one of the most respected directors in Auckland. He's got a lot of wisdom, a lot of experience, and, and a lot of insight, and we're gonna lose that today, and, and I think that's a shame. We lost Rhys last week, same thing, an experienced CEO, good judgment, excellent person. You know, our board is being whittled down by, by the, the, the challenges of running this business, I should say. I think you're actually getting value for money. People aren't doing this for the income. They're, they're doing it for other reasons. I think, yeah, while I'm awfully pleased the All Blacks are doing well, and I, and I, I live in hope that Metro Glass will do well as well. We aren't defeated yet, you know? We aren't played off the field yet. I think the board is, is actually a good one for this company. You know, post, the events that we've got going on, we, we'll have to start the search for new directors. Sorry, I didn't quite answer your question then. I have a terrible feeling that you're looking a bit like the women's football team, soccer team. You're, you're about to lose the last part by selling the golden goose. How it will all come to that. Well, if we'd said a win, a draw, and a loss was our target before the game, we would have said that was a fantastic performance for the women's team. That's what actually turned out. We, we seem to be disappointed about the, the way things have turned out. We will only make these decisions if we think they're in the best interest of the company and shareholders as a group. Thank you for your time. I think I'll call questions to a close. There will be opportunity for more, but I think we should move on to the resolutions, and get those handled. The first resolution concerns the fixing of auditors' remuneration and seeks shareholders' approval that directors are authorized to fix the auditors' fee. PwC have been our auditors since the company's listing, some 9 years ago. In accordance with the corporate governance rules, the lead partner in the audit is rotated periodically, and Troy, our current lead auditor, was appointed in 2020. I propose the resolution that the board be authorized to fix the fees and expenses of the auditor for the ensuing year. Are there any questions on that? There being. Oh, I should have said, sorry, we'll take a poll on all the resolutions. If you could, if you've got voting cards with you, if you could mark them. If you're online, could you please vote in accordance with the instructions on your screen? If everybody, there being no questions, any online? No. I propose that we put Resolution 1. You could mark your cards accordingly. Okay. Okay, the next two resolutions concern the election of directors under the listing rules. 2.7.1, directors must not hold office without re-election beyond the 3rd anniversary of their appointment. This year, we had two directors that met that, Graham and Mark, and accordingly, each has retired by rotation and offered themselves for re-election. Resolution 2 concerns the election of Graham Stuart. It's clear from the proxies that we've received to date, I think they're on the screen there now. It's, it's highly likely, Graham, that resolution is going to be defeated. Therefore, Graham has chosen not to speak to the meeting. I think I've made it clear, my views on this, but I'm happy to take any questions from the floor. Sir? I don't know if we're getting that... I don't understand. Sorry, thank you. I don't know why, whether I can answer the question, but I don't understand why there's such a large, vote against Graham. I don't have any information myself to vote that way. I voted for him, by the way. Okay. Well, clearly, shareholders with a large number of votes have, have voted against him. I think you, you'll have to draw your own conclusions as to who they might be and why they might be doing it. Graham will not be returning to the board as a director. It looks like, the main shareholders are trying to weaken the board. I really couldn't comment on that. Certainly. You know, I'm sure it's not helpful to have a sort of a to-and-fro discussion in this room. I'd like to put that resolution. Those of you that haven't voted, please, please mark your cards accordingly or vote online. We'll publish the results as soon as they are collated and available on the NZX, and they'll also be and ASX, and they'll also be on our website. Okay, if you could vote on that, please. Okay, that brings me to Resolution 3, the re-election of Mark Eglinton. As I said, Mark is in a very regretful apology. He is extremely unwell this morning, or he would have been here. He would have addressed the meeting. I asked him if there were any remarks he would like made on his behalf, and he's given me two, and with your forbearance, I'll read those to you. Mark believes he seeks your support to remain on the board. His goals are to work constructively with my fellow board members to establish a pathway to optimize value for shareholders. That was his first point. The second point is to work closely with management to ensure the business is performing as well as it can in the current market conditions. Those are his two points. Unfortunately, he's not here to take questions, and I don't really feel I'm authorized or confident to speak on his behalf. Unless there is a pressing point some wish to make with respect to Mark, I would put the resolution that Mark be re-elected as a director of Metro Performance Glass, and if you could mark your papers accordingly or press your buttons online, we will publish the results shortly, as soon as they're available. Okay, that brings us to the end of the official business. I think we gave questions a reasonably good going over in the earlier session. If there's anyone who has a burning question that won't wait for a cup of tea or coffee out in the foyer, Just looking around to see if there's any final ones. Looking for nothing online. Okay. Well, thank-