superglass holdings plc 
annual report and accounts 2011
investing in 
a sustainable 
future superglass holdings plc is the 
leading independent insulation 
solutions provider to the uk 
and irish markets
based in stirling we make a full range of 
thermal and acoustic mineral wool products 
for the construction industry which are 
essential components required to meet the 
government’s increasing requirements for 
improved energy efficiency in buildings
you can view or download 
this report online
ar11superglasscouk
oad 
uk
a message from alex mcleod
“  superglass is recovering from the exceptionally 
challenging market and operational conditions 
to date the energy suppliers have not delivered the 
expected run rate through cert and have been slow 
to ramp up activity in 2011 as a result of this and the 
downturn in the construction industry demand for 
insulation has been significantly below anticipated 
levels throughout 2011
  the management team has however taken positive 
action to confront these challenges and as a result 
has seen a recovery in market share and a significant 
increase in volumes since the end of the half year 
add to this the future is more positive the deadline 
for achieving cert targets is twelve months away 
and green deal consultation was announced in 
november energy providers have the opportunity 
to meet cert targets but must double activity to 
achieve them superglass stands ready with the 
necessary capacity to help them deliver 
  superglass has successfully broadened its routes 
to market and its customer base and has also 
delivered significant efficiency improvements” 01
wwwsuperglasscouk superglass holdings plc  annual report and accounts 2011
overview 
overview
highlights
financial highlights
k  successful equity issue and capital restructuring completed 
on 2 december 2011 to fund the group’s planned capital 
expenditure programme and to provide working capital
 k £80 million net of expenses raised from investors
 k  core borrowings reduced to £51 million through the conversion 
of £1215 million of bank debt into convertible shares
 k  up to £20 million rsa grant received from scottish enterprise
k results in line with recent market expectations
k revenue £324 million 2010 £314 million
k  loss before tax amortisation of intangibles and exceptional items 
£06 million 2010 pbtae £37 million
k  adjusted eps of 15 pence 2010 70 pence
k  balance sheet strengthened – subsequent to the year end
 k pro forma consolidated net assets at 31 august 2011 £190 million
  pbtae – profit before tax adjusted for the effect of amortisation of intangibles and 
exceptional items similarly eps is also adjusted for the amortisation of intangibles 
and exceptional items
operational highlights
k   sales volumes up 13 on prior year through broader routes to 
market and an increased customer base 
k   efficiency improvements made to the manufacturing plant ahead 
of next year’s substantial capital expenditure programme
overview
01 highlights
02 a strategic direction for the future
04 chairman’s statement
business review 
05 chief executive’s review
10 financial review
12 operational risks and uncertainties
14 corporate social responsibility
corporate governance
16 directors and advisers
18 directors’ report
21 directors’ remuneration report
24 corporate governance
28 statement of directors’ responsibilities
financial statements
29 independent auditors’ report
31 consolidated income statement
31 consolidated statement of comprehensive 
income and expense
32 consolidated balance sheet
33 consolidated cash flow statement
34 consolidated statement of changes in equity
35 notes forming part of the 
financial statements
52 uk gaap parent company 
balance sheet
53 notes to the uk gaap parent company 
financial statements
other information
56 letter to shareholders
58 notice of annual general meeting
ibc five year record 02
superglass holdings plc  annual report and accounts 2011 wwwsuperglasscouk
overview
a strategic direction for the future
management has taken positive action to 
confront the operational constraints on our 
business and the current market challenges
the company’s assessment of the wider 
market suggests that there is a significant 
and continuing aggregate shortfall in 
certrelated installations 
volatility in certrelated volumes has 
had a major influence on the company’s 
performance since our last statement 
superglass has continued to win market 
share in other channels but we continue to 
experience significant energy related input 
cost pressures which is proving difficult to 
pass on to customers in such challenging 
market conditions 
throughout the year management 
took all appropriate actions to manage 
controllable costs even at this much 
reduced level of profitability superglass 
continued to be strongly cash generative 
at the operating level sales volumes 
finished ahead of forecast in cured 
products compensating for continued 
underperformance in cert related 
blowing wool product lines as a result 
output in noncertdependent product 
lines ran at close to full capacity however 
product mix market weakness and cost 
pressures all continue to affect margins
the government’s cert targets remain 
in place and a substantial increase in 
energy suppliers’ activity is now required 
to achieve these targets by december 2012
the management team has taken positive 
action to confront the operational constraints 
on our business and the current market 
challenges with support from equity 
investors clydesdale bank and scottish 
enterprise subsequent to the year end 
we have been able to transform superglass’ 
capital base this has allowed us to 
implement a capital investment programme 
to commence march 2012 but also allows 
us to deliver significant returns on investment 
which will ensure the business becomes 
competitive again the investment will 
substantially enhance the operating efficiency 
of our manufacturing plant which will in turn 
reduce our cost base improve product quality 
and provide an additional production capacity 03
wwwsuperglasscouk superglass holdings plc  annual report and accounts 2011
overview 
our strategy is to position 
superglass to maximise its share 
of the potential benefits from 
structural growth drivers
k  the successfully completed recapitalisation 
of the business
k  improved operational efficiency reduction in 
costs base of up to £36 million and improved 
product quality
k  diversification and strengthening of the group’s 
market position
 k  broadening customer base and
 k  penetrating new market channels
            pro forma 
         unadjusted   consolidated 
         net assets adjustment adjustment net assets at 
         at 31 august issue of new new banking 31 august 
         2011 shares facilities 2011 
         £000 £000 £000 £000
 noncurr ent assets
 property plant and equipment       15426 — — 15426
intangible assets        10021 — — 10021
 curr ent assets
inventories        2284 — — 2284
trade and other receivables       2461 — — 2461
cash and cash equivalents       — 7637 — 7637
total assets        30192 7637 — 37829
current liabilities
 other loans and borrowings       5500 319 5164 17
trade and other payables       11362 — — 11362
current tax        693 — — 693
 noncurr ent liabilities
other loans and borrowings        12086 — 6986 5100
deferred tax        1617 — — 1617
total liabilities        31258 319 12150 18789
net liabilitiesassets       1066 7956 12150 19040
pro forma net assets statement as at 31 august 2011
with support from equity 
investors clydesdale bank 
and scottish enterprise 
we have achieved
k  an equity raise of £80 million net
k  rsa grant award of up to £20 million
k  bank term loan reduced by £121 million 
to £51 million
k  new revolving credit facilities including
 k  2 year repayment holiday and
 k  2 year convenant test holiday
view this section online
ar11superglasscoukoverview
our strategy transforming our capital base 04
superglass holdings plc  annual report and accounts 2011 wwwsuperglasscouk
overview
chairman’s statement
the management team has worked hard to 
transform the capital base of the company
my statement today looks to the 
future over the last year superglass 
has faced unprecedented operational 
and trading challenges these have 
been well documented despite this the 
management team has worked hard not 
only to increase sales to £324 million by 
broadening the group’s customer base 
and routes to market but also to transform 
fundamentally the capital base of the 
company through a successful equity 
issue and capital restructuring
on 2 december 2011 superglass 
confirmed that it had raised £80 million 
net of expenses from investors and agreed 
a capital restructuring in collaboration 
with its bankers clydesdale bank to reduce 
its core borrowings to £51 million through 
the conversion of £1215 million of its bank 
debt into convertible shares on 17 november 
scottish enterprise announced that it had 
approved superglass’ regional selective 
assistance application for a grant of up 
to £20 million the net proceeds of the 
grant and equity issue will be used to fund 
the group’s planned capital expenditure 
programme and to provide additional 
working capital
this capital expenditure programme is 
much needed and will commence in march 
next year with completion scheduled for 
march 2013 in conjunction with external 
consultants we have identified a number of 
areas where we can upgrade our processes 
and equipment to deliver increased capacity 
and operating efficiency gains resulting in 
savings of up to £36 million in annual 
operating costs which will start to impact 
meaningfully in the 201213 financial year 
this investment underpins a clear strategy 
for growth which combines a lower delivered 
product cost with a broader customer base 
and product range to strengthen superglass’ 
competitive position
i would like to take this opportunity to thank 
all our existing and new investors as well 
as clydesdale bank and scottish enterprise 
for their substantial support as we move 
into the next stage of our development 
and position superglass for the future
tim ross
chairman
6 december 2011
tim ross chairman
“  the much needed capital expenditure 
programme supported by new and existing 
investors together with clydesdale bank and 
scottish enterprise underpins a clear strategy 
for growth which combines a lower delivered 
product cost with a broader customer base 
to improve superglass’ competitive position”
ar11superglasscoukchairman 05
wwwsuperglasscouk superglass holdings plc  annual report and accounts 2011
business review
business review
chief executive’s review
ensuring a secure financial position 
despite market uncertainty
introduction
during the year to 31 august superglass 
faced a combination of exceptionally 
challenging market and operational 
conditions against this backdrop the 
group is today reporting trading in line 
with recent market expectations revenue 
was up 3 to £324 million despite the 
continued shortfall in the carbon emissions 
reduction target scheme cert profitability 
was significantly affected by lower selling 
prices higher energy costs and the impact 
of the repairs and preemptive maintenance 
works to the fabric of our two furnaces 
in the first half of the year reducing our 
production capacity and resulting in a 
loss before tax amortisation of intangibles 
and exceptional items of £06 million 
pbtae 2010 £37 million
the management team has taken positive 
action to confront these challenges and 
as a result has delivered
k
  a comprehensive recapitalisation of 
the balance sheet since the year end
k
  the continued broadening of superglass’ 
routes to market and its customer base 
k
  an increase in volumes during the second 
half of the year
k
  some efficiency improvements 
within the constraints of the current 
operating infrastructure and
k
  a blueprint for a capital expenditure 
programme to deliver significant 
reduction in annual operating costs 
recapitalisation
i am delighted that with support from 
equity investors clydesdale bank and 
scottish enterprise subsequent to the 
year end we have been able to transform 
superglass’ capital base not only enabling 
us to implement a capital investment 
programme which will commence in 
march 2012 but also providing us with 
the working capital we need to stabilise 
and grow our business the investment 
will substantially improve the operating 
efficiency of our manufacturing plant to 
reduce our cost base by more than 15 
to improve product quality and to provide 
an additional 10 of production capacity
highlights of the recapitalisation are 
as follows
k
  equity fundraising of £80 million net 
of expenses
k
  regional selective assistance award 
of up to £20 million
k
  bank term loan reduced by £1215 million 
to £51 million through a conversion 
of debt into convertible shares these 
being exercisable into ordinary shares 
after two years
 
k
  equity conversion terms 12 at 
post share reorganisation trigger 
price of 70 pence and 11 at post 
share reorganisation trigger price 
of 90 pence
k
 new bank facility terms agreed
 
k
  repayment holiday on residual core 
debt of two years thereafter repayable 
in quarterly instalments
 k
  no covenant tests for two years 
rolling twelve month cash flow and 
interest cover covenants tested 
quarterly thereafter and
 
k
  committed revolving credit facility 
until november 2016
summary of chief executive’s review
 k  positive management action to 
confront the financial and operational 
challenges faced throughout the year
 k  development of a detailed capital 
investment programme to deliver 
annual savings of up to £36 million 
restoring the company’s competitive 
market position
 k  expansion of customer base and 
product range despite very difficult 
trading conditions
ar11superglasscoukceo
alex mcleod chief executive 06
superglass holdings plc  annual report and accounts 2011 wwwsuperglasscouk
business review
chief executive’s review
continued
capital expenditure programme 
to achieve lower delivered costs
in march 2011 the group instructed 
the consultancy firm cm projects 
which specialises in projects for the glass 
processing industry to undertake a high 
level benchmarking study of its production 
facilities and processes in its report to 
superglass cm projects highlighted several 
areas of the group’s manufacturing and 
product handling processes which could 
be improved significantly
the actions identified comprise seven 
discrete process areas requiring phased 
upgrades and modifications to existing 
machinery which once fully implemented 
have the potential to deliver aggregate 
annual operating cost savings of up to 
£36 million for an aggregate capital outlay 
including a provision for fees and other 
contingencies of approximately £65 million 
furthermore this expenditure is also likely 
to result in improved product quality 
increased production capacity and increased 
product compression leading to reduced 
transport costs
the board has now approved a detailed 
implementation plan with the first phase 
of seven discrete project areas scheduled 
to commence in march 2012 cost savings 
are expected to start to flow through from 
the 20122013 financial year onwards
operations
the financial year was a year of significant 
transition in operations it began with the 
recovery from the furnace failure at the end 
of the previous financial year our second 
furnace was refurbished in december 2010 
and as a result we anticipate an extended 
working life for both furnaces until post 2015
despite limited availability of capital 
spending our operations team was able 
to deliver significant improvement in 
operating efficiency levels
sales and markets
overall sales volumes were 13 ahead 
of prior year this was due in particular 
to the growth we achieved in sales to 
specialist distributors where volumes were 
approximately 25 ahead of last year’s 
equivalent period we also grew our volumes 
with builders merchants which showed 
a 21 increase
1 developing our routes to market
“ the actions identified 
have the potential to 
deliver aggregate 
annual operating 
cost savings of up 
to £36 million for an 
aggregate capital 
outlay including a 
provision for fees and 
other contingencies 
of approximately 
£65 million”
reducing our cert dependency
k cert activity to end 2012
k  continued focus on the independent 
merchant sector has given a year on year 
growth of 21
k  specification activity has driven 25 sales 
growth with specialist insulation distributors
cert
specialist distribution
builders merchants
export
other
percentage volume by channel
2009 2011 07
wwwsuperglasscouk superglass holdings plc  annual report and accounts 2011
business review
innovation process supports the 
changing market position
k  10 active projects in the innovation pipeline
k  new product launch of superwall roll 36 
in june is our first in more than 10 years 
and signals future intent
k  to date innovation focus has been on 
traditional markets during 2012 focus will 
expand to new markets for superglass
cert activity throughout the year was 
below expectations increased installations 
have resulted in some modest improvement 
in volumes since the year end recent 
government statements reminding energy 
suppliers of their obligations to meet cert 
targets by december 2012 are welcome
pricing came under pressure for much 
of the financial year due to the continued 
lack of expected cert activity at a time 
of substantially increased energy costs 
selling prices fell by more than 5 however 
with increasing demand since the year end 
and given that our plant is operating at 
close to full production capacity for cured 
products the prospects for price recovery 
are more encouraging
dividends
dividend payments have been suspended 
during 2011 largely as a result of the trading 
and financial position of the company the 
board has agreed not to resume dividend 
payments during the next two financial 
years in determining the level of future 
dividend payments thereafter the directors 
will take account of the profitability cash 
superwall roll 36
superwall roll 36 is a bba approved 
cavity wall roll treated with water 
repellent additives superwall roll 36 
is intended for new masonry walls in 
full fill applications
in
ch
k 
k 
k 
ved 
r 
l 36 
s in 
generation and underlying growth of the 
business while seeking to maintain 
an appropriate level of dividend cover
market drivers and future strategy
recent market research indicates that 
the uk building insulation market will 
experience a trend rate of compound 
annual growth in excess of 5 between 
now and the end of 2015 much of which 
will be driven by government legislation 
and the tightening regulatory environment 
and energy efficiency standards affecting 
residential commercial and industrial 
property construction structural drivers 
of market demand are expected to include 
the mandatory government targets 
imposed under cert for the period ending 
december 2012 the green deal initiative 
which is intended to realise a further 
reduction in domestic energy consumption 
following the expiry of the cert obligations 
the progressive impact of planned changes 
to building regulations governing both the 
residential and commercial sectors and 
the impact of rising energy costs
2 innovation 08
superglass holdings plc  annual report and accounts 2011 wwwsuperglasscouk
business review
chief executive’s review
continued
k  overall equipment effectiveness oee is our key measure 
in driving efficiency increasing capacity and tracks our 
progress in
 k improving equipment reliability
 k  driving down waste and
 k maximising material utilisation
k  furnace rebuilds have reduced risk profile and contributed 
to improved reliability
k  introduced a new 247 shift pattern
k  step change in performance facilitates the higher sales 
volume levels leading to operational gearing benefits
3 improving our efficiency
market drivers and future strategy 
continued
our strategy is to position superglass 
to maximise its share of the potential 
benefits from the structural growth 
drivers identified above through the 
following initiatives
k
  the successfully completed 
recapitalisation of the business
k
  the delivery of a material improvement 
in the group’s competitive market position 
through the lower delivered cost initiative 
that underpins the group’s capital 
expenditure plans and
k
  continued diversification and 
strengthening of the group’s market 
position by broadening its customer 
base its penetration of new market 
channels and the introduction of new 
valueadded products
current trading and outlook
superglass sales volumes continue 
to be ahead of prior year in cured 
products compensating for continuing 
underperformance in certrelated blowing 
wool product lines as a result output 
in noncertdependent product lines is 
running at close to full capacity the board 
expects product mix market weakness and 
cost pressures to continue to affect margins 
throughout the first half of the current 
financial year
looking forward and as noted in previous 
statements a substantial increase in energy 
suppliers’ activity is now required to achieve 
the government’s mandatory cert targets 
before the expiry of cert in december 2012 
this provides some grounds for optimism 
in the short term however the current 
level of activity within the residential 
housebuilding market in the uk together 
with the welldocumented pressures on 
the consumer provide ample grounds for 
caution as to the likelihood of any significant 
uplift in overall market demand in 2012 
we benchmark against “best in class”
201011 concluded a detailed exercise to benchmark 
superglass against best practices in energy consumption 
process efficiencies and waste elimination working with 
europe’s premier glass and glass fibre consultants 
superglass has created a multimillion pound investment 
plan for its site in stirling to be completed in march 2013 
the investment will take superglass on a journey to compete 
with best in class for efficiencies “lowered delivered 
costs” and increased product quality and “desirability” 09
wwwsuperglasscouk superglass holdings plc  annual report and accounts 2011
business review
k  significant drive to improve plant reliability and reduce waste
k  furnace repairs have reduced risk profile and contributed to 
improved reliability
k  december extreme weather impacted on plant performance 
and overall profitability by £05 million
k  step change in performance facilitates the higher sales 
volume levels leading to operational gearing benefits
the key operating assumptions upon which 
the debt reduction and restructuring and 
the capital expenditure programme have 
been based are intended to ensure that 
the group’s financial position remains 
secure even in the absence of a sustained 
recovery in market conditions
in any event 2012 will be a year of transition 
for superglass with underlying trading 
performance likely to be impacted by the 
capital expenditure programme which is 
planned to commence in march 2012 and 
continue throughout the remainder of the 
calendar year the payback from this 
programme will be reflected within the 
group’s financial results in future trading 
periods and its fundamental purpose is 
to restore the group’s competitive market 
position this is expected in turn to provide 
the platform for a recovery in underlying 
trading performance in the medium term 
whether or not there is any sustained 
upturn in overall market demand
alex mcleod
chief executive officer
6 december 2011
4 building a stronger team
superglass is committed to achieving the 
highest level of employee engagement in 
its journey to excellence 
over the last year we have many reasons to be proud 
of the commitment and team spirit that underpins the 
changes taking place within the company over the 
last 12 months we have 
k  improved communication throughout the business 
so that all employees understand and are able to 
support our business strategy
k reduced absenteeism to best in class
k  reviewed our hr policies ensuring they support 
a “one team approach” and 
k  positive impact of specification team on 
sales generation
“  the payback from 
this programme will 
be reflected within 
the group’s financial 
results in future 
trading periods and its 
fundamental purpose 
is to restore the 
group’s competitive 
market position” superglass holdings plc  annual report and accounts 2011 wwwsuperglasscouk
10
business review
financial review
revenue
sales revenue increased by 3 in the 
year to £324 million 2010 £314 million 
sales volumes were restricted by production 
availability during the first half year 
downtime following the july 2010 furnace 
failure and precautionary refurbishment of 
the second furnace reducing production 
availability by 20 during this period sales 
during the second half were 16 up and 
volumes rose across most supply channels 
the major exception being in cert related 
cavity blowing wool sales prices were 
however under pressure throughout much 
of the year 
operating profit
adjusted operating profit before 
amortisation and exceptional costs fell 
from £43 million in the period ended 
31 august 2010 to £02 million production 
volume increased over the corresponding 
period this was however overshadowed 
by significant increases in energy costs 
despite hedging a proportion of our forward 
purchase requirements average purchase 
prices for energy rose by 37 in addition 
rising oil prices drove up costs for 
packaging certain raw materials and 
transport which could not be passed on
administrative expenses rose by 
£06 million primarily as a result of the 
effect of increased insurance costs and 
oneoff provision adjustments
a total of £42 million was charged 
for amortisation of intangibles which 
represents the final year of this charge 
net profit in subsequent years should 
be more closely aligned with the cash 
generation of the group
finance costs
finance charges amounted to £08 million 
in the 201011 financial year as a result 
of the reduced level of core borrowings in 
the business following the recapitalisation 
of the company we expect finance costs 
to reduce by £03 million in the current 
financial year
exceptional costs
exceptional costs of £02 million related 
to the planned closure of our small loss 
making conversion operation and the 
completion of an environmental 
improvement programme
taxation
the underlying effective current tax charge 
excluding adjustments in respect of prior 
years and the deferred tax adjustments in 
respect of the substantively enacted tax rate 
reduction for the group is 27 2010 30
earnings per share
adjusted earnings per share 
excluding amortisation of intangible assets 
and exceptional items were 15 pence 
2010 70 pence the basic loss per share 
amounted to 62 pence 2010 05 pence
pension scheme
the group continues to operate a 
defined contribution group personal 
pension plan which is administered by 
a major specialist pension provider and 
therefore has no unforeseen present 
or future pension liabilities
net assets
the equity issue and debt conversion 
subsequent to the year end significantly 
strengthened the group’s balance sheet 
the table on page 3 is illustrative and 
shows the group’s consolidated net assets 
on a pro forma basis as at 31 august 2011 
adjusted for the impact of the subsequent 
equity raise and the conversion of bank 
debt into equity unadjusted net liabilities 
were £10 million immediately following 
the equity issue cash and cash equivalents 
increased to £76 million short and longterm 
borrowings reduced by £121 million 
to £51 million following the capital 
restructuring resulting in adjusted pro 
forma net assets of £190 million
summary of financial review
k  revenue increased by 3 in the year 
but operating profit was affected by 
reduced selling prices and significant 
cost increases on energy carriage 
and oil based raw materials
 k  significant investment of 
resource to achieve successful 
management of working capital 
exacerbated by reduced trading 
performance and increased capital 
expenditure requirement 
 k  successful equity raise and 
recapitalisation to improve net asset 
position by £200 million and 
remove debt and covenant burden 
for two years
ar11superglasscoukfinance
tony kirkbright finance director wwwsuperglasscouk superglass holdings plc  annual report and accounts 2011
business review
11
treasury and financial risk management
superglass aims to reduce financial risks 
wherever possible and ensure that it has 
sufficient liquidity to meet all foreseeable 
needs forward currency contracts in us 
dollars are used to hedge foreign currency 
purchases of certain manufacturing 
consumables with the objective of minimising 
the effect of fluctuations in exchange rates 
on future transactions and cash flows
to the extent that group purchases 
denominated in euros cannot be offset 
against sales receipts forward currency 
contracts in euros are used separate bank 
accounts are held for all currencies in 
which trade is conducted in order to 
facilitate the collection of debts and the 
management of currency positions
the group normally enters longterm 
flexible energy supply contracts which 
allow it to forward purchase a variable 
proportion of its power requirements for 
up to 36 months the gas supply contract 
renewal negotiation was deferred pending 
completion of the equity raise and capital 
restructuring and will now be concluded 
prior to the expiry of the existing contract 
on 31 march 2012 
proven credit control procedures have been 
developed which together with cover provided 
by its credit insurer minimise the credit 
risk to the group for the year ended 
31 august 2011 the bad debt expense 
amounted to 003 of sales 2010 009 
achieved against a backdrop of restricted 
availability of credit insurance from 
commercial insurers for parts of the 
customer base
share capital
following the recapitalisation subsequent 
to the year end the company has two 
classes of share capital which consist of 
ordinary shares and convertible shares
ordinary shares
the ordinary shares carry no right to fixed 
income but holders are entitled to receive 
dividends as declared from time to time 
and are entitled to one vote per share at 
meetings of the company all shares rank 
equally with regard to the company’s 
residual assets and there are no restrictions 
on the transfer of the company’s shares 
during the period the company complied 
fully with the requirements that apply to its 
shares as a consequence of these shares 
being listed on the london stock exchange
convertible shares
the convertible shares which are 
owned by clydesdale bank have rights 
of conversion into ordinary shares in the 
capital of the company in two tranches 
subject to certain conditions such that 
if all the convertible shares were to be 
converted at the agreed conversion ratio 
the resulting interest in ordinary shares 
held by clydesdale bank would be 
14985748 ordinary shares equivalent to 
23 of the newly adjusted share capital
the first tranche of 12 will be 
convertible if between 2 december 2013 
and 2 december 2023 the company’s 
average ordinary share price for a period 
of at least 20 consecutive days is greater 
than or equal to 70 pence
if during that same period and using the 
same methodology the company’s average 
ordinary share price is greater than or equal 
to 90 pence the second tranche of 11 will 
be convertible in full
the convertible shares will be entitled 
to participate in a return of capital and 
following an entitlement to convert into 
ordinary shares arising the appropriate 
number of convertible shares will be 
entitled to participate in dividends and 
other distributions of profits pari passu 
with the ordinary shares in issue the 
convertible shares will be entitled to 
participate in a future fundraising of the 
company but will have no voting rights 
save in limited circumstances 
the convertible shares will not be listed 
on the official list of the london stock 
exchange nor will they be admitted to 
trading on an investment exchange
tony kirkbright
finance director
6 december 2011
 financial kpis          2011 2010
lossprofit before tax and amortisation margin excluding exceptional items     18 118
ebita margin excluding exceptional items        05 137
interest coverebitdaeinterest        21 90
capex depreciation          1433 830
underlying earnings per share         15p 70p
  underlying results exclude the £42 million charge for amortisation of intangible assets 2010 £44 million and exceptional items of £02 million 2010 £nil 
the term underlying is not defined in ifrs and therefore may not be comparable with similarly titled measures reported by other companies underlying measures 
are not intended as a substitute for or superior measure to ifrs measures superglass holdings plc  annual report and accounts 2011 wwwsuperglasscouk
12
business review
operational risks and uncertainties
the group has introduced 
improved risk profile reporting 
there are a number of potential risks and uncertainties which could 
have an impact on the group’s performance
the directors have introduced improved risk profile reporting closely 
monitoring market trends and risks on an ongoing basis which is 
the focus of monthly management meetings where performance is 
measured against budget forecast and prior year the key risks and 
uncertainties facing the group are as follows
risk description
future market conditions 
may be less favourable 
than the directors expect
there may be excess 
glasswool manufacturing 
capacity in the uk in 
the future resulting 
in more competitive 
market conditions
the directors expect that governmentled initiatives aimed at improving the energy 
efficiency of residential commercial and industrial buildings together with changes to 
uk building regulations will be of continuing importance in underpinning the group’s 
markets for the foreseeable future in the event that these initiatives do not proceed in 
the form anticipated by the directors the group’s sales volumes and trading prospects 
may be adversely affected
in the event that future market demand does not grow in accordance with the directors’ 
expectations or available uk glasswool manufacturing capacity increases more rapidly 
than they currently anticipate due for example to new market entrants there may be an 
excess supply of product in the domestic market such a situation could create downward 
pressure on selling prices
superglass derives a 
significant proportion 
of its sales from a small 
number of key customers
in the financial year ended 31 august 2011 approximately 78 of the group’s total 
turnover was derived from ten major customers in the event that orders placed by these 
key customers fall below the directors’ expectations in the future or that the group’s 
relevant contracts with these key customers are renewed on less favourable terms or 
terminated the group’s prospects and financial performance may be adversely affected 
although the risk of material loss of sales volume is mitigated by the decentralised nature 
of the group’s key trading relationships and related purchasing decision making
the group derives all 
its sales from one type 
of product
unfavourable publicity or other adverse reputational factors concerning the group and 
its products as well as a reduction in demand for this type of product or new products 
entering the market could damage customer goodwill and the group’s market position wwwsuperglasscouk superglass holdings plc  annual report and accounts 2011
business review
13
the group operates 
from a single 
manufacturing site
the group produces glasswool insulation at a single manufacturing site in stirling 
scotland in the event of a prolonged interruption to production at this site superglass 
would not have the ability to transfer its manufacturing activities to other facilities and 
may not be able to meet the demand for its products from customers and prospective 
customers potentially eroding its market position
the group’s operations 
could be adversely 
affected if it is unable 
to maintain a cooperative 
relationship with 
glass inc a supplier 
of key technology
the group has a long term agreement with glass inc for the use of certain fiberising 
technology and knowhow additionally the group purchases fiberising equipment from 
glass inc that is used in the production process glass inc is the exclusive supplier of this 
equipment in the event that the technology or fiberising equipment ceased to be available 
to superglass in the required form there could be a material adverse effect on its ability 
to trade and therefore on the financial performance and prospects of the group until 
alternative manufacturing arrangements could be implemented
there is no certainty that the group can optimise all of the efficiency improvements 
envisaged without glass inc’s cooperation and agreement however there is reasonable 
expectation that this will be provided
risk description
infrastructure 
limitations
the group relies on the uninterrupted operation of its it manufacturing and 
other systems for the proper running of its commercial operations any significant 
breakdown of or disruption to these systems could have an adverse effect on production 
or the effective control of its commercial operations and risks this could have a material 
adverse effect on the group’s business financial performance and prospects
the group’s operations 
expose it to the risk of 
health and safety and 
environmental liabilities
it is the policy of the group to ensure that its employees work in as safe an environment 
as possible and that the risk and incidence of industrial accident or injury is minimised 
nevertheless there are certain hazards associated with its manufacturing activities 
the group has actively promoted health and safety in the workplace in recent years and 
seeks to actively comply with its health and safety regulations however future occurrences 
could result in financial liabilities or penalties or a prolonged suspension of production
the group strives to comply with current environmental legislation future changes to 
environmental law may require the group to adopt alternative and less efficient or more 
costly production processes and were the group to infringe environmental legislation that 
could result in prolonged suspension of manufacturing operations and possible financial 
liabilities or penalties
the supply of energy may 
be subject to disruption 
or price fluctuation
gas and electricity supplies are required for the operation of the group’s plant and 
production processes whilst the group has entered into purchasing agreements that 
provide noninterruptible energy supplies and an element of price stability in the short 
term increasing energy costs in particular may impact on trading margins if they cannot 
be passed on to customers however the group aims to mitigate short term fluctuations 
in energy prices through a progressive hedging policy
the group’s continued 
success depends on 
the future services and 
performance of key 
executives and personnel
the group depends on the continued service of its senior management including its 
executive directors and senior management team the executive directors and senior 
managers have significant industry and operational experience that is of key importance 
to the group’s business superglass has entered into service agreements with each 
of these individuals but retention of their services cannot be guaranteed if the group 
lost or suffered an interruption in the services of any of its executive directors or of a 
number of its senior managers or if it was unable to continue to attract or develop new 
senior management with appropriate skills the group’s financial performance and 
prospects may be adversely affected superglass holdings plc  annual report and accounts 2011 wwwsuperglasscouk
business review
corporate social responsibility
14
ensuring we deliver 
environmental solutions 
we are committed to 
satisfying our corporate 
and social responsibilities
this statement focuses on the following key areas
our people our community
our employees remain our most important asset delivering 
increased employee engagement is a strategic priority with 
ownership involvement and accountability for employees 
across all areas of the business 
training is key we are introducing training programmes to 
fill potential gaps in specialist skills
community engagement
we acknowledge that our company and our people are part 
of our local community and have taken our first steps towards 
building relationships within that community
health and safety
health and safety is our no 1 priority having put people first 
the prime consideration is to ensure their health and safety is 
our main concern we strive to reach the highest standards of 
health and safety the company firmly believes the prevention 
of accidents including personal injury is essential to the 
success of the business and that directors and employees 
alike accept and deliver their collective responsibilities
environmental responsibility
protection of the environment is a key business philosophy 
we accept our responsibility toward protecting the environment 
by minimising the impact upon it from our activities superglass 
operates in compliance with the pollution prevention  control 
ppc legislation and has been granted certification by the 
scottish environmental protection agency sepa in 2011 
we achieved a positive step change in our sepa rating
ethical code of conduct
highest standards of business conduct and ethics policies and 
guidelines are continually updated to ensure compliance with 
legal requirements
view this section online 
ar11superglasscoukcsr
our people
superglass has introduced hr policies 
that encourage employee engagement 
employees are involved and committed 
to the success of the company they are 
informed and aware of the strategic 
policies being implemented through 
a monthly business brief and gain 
personal satisfaction and reward for 
their contribution
in all aspects we aim to act as a responsible 
employer and treat our employees in a fair 
and sympathetic manner recognising them 
as individuals
we are an equal opportunities employer 
and are committed to providing employment 
regardless of sex marital status race 
religion disability or age we are also 
committed to the training and development 
of every employee
we have policies and procedures in place 
that reflect our commitment to providing 
a workplace free from bullying harassment 
and discrimination
we will create an attractive working 
environment for our employees we will 
recruit hire and promote employees on 
the sole basis of suitability for the job to 
stimulate their individual and professional 
development and to provide safe and 
healthy working conditions
two superglass apprentices completed 
their training in 2011 the first since the 
late 1980s at superglass embracing 
training programmes is an ongoing 
initiative with a view to closing the future 
gap in specialist skills
superglass’ annual sponsorship of the 
builders merchants awards 2011 trainee 
of the year exemplifies our policy to 
engage the wider community in the need to 
encourage training and acknowledge youth 
development in the construction industry
community engagement
presentations to community bodies such as 
the rotary club and probus increase our 
standing locally as well as involvement in 
fundraising for local charitable concerns 
eg chas strathcarron hospice wwwsuperglasscouk superglass holdings plc  annual report and accounts 2011
business review
15
superglass has engaged with going carbon 
neutral stirling gcns a locally run initiative 
encouraging people schools businesses 
and organisations to cut carbon in the 
stirling area 
as part of this we supported the ‘green doors’ 
initiative by supplying the st ninians church 
with loft insulation which has significantly 
improved the comfort of the church and 
reduced their heating bills
health and safety
health and safety is led from the top at 
superglass with the board and executive 
team monitoring the company performance
the company firmly believes that the health 
and safety of its employees is paramount
our policy is
k
  to provide adequate control of the 
health and safety risks arising from our 
work activities
k
  to consult with our employees on matters 
affecting their health and safety
k
  to provide and maintain safe plant 
and equipment
k
  to ensure safe handling and use 
of substances
k
  to provide information instruction and 
supervision for employees
k
  to ensure all employees are competent 
to carry out their tasks and to give them 
adequate training
k
  to prevent accidents and cases of 
workrelated ill health and
k
  to maintain safe and healthy 
working conditions
environmental responsibility
superglass recognises the manufacture 
of glass fibre insulation has potential 
environmental impacts particularly in 
relation to the emission of carbon dioxide 
and other gases however the carbon 
saved in the lifetime of the finished product 
once installed in a construction can be up 
to 200 times that used in its production 
a further consequence of the manufacturing 
process includes the creation of waste water 
and other materials either from production 
or in relation to packaging there are 
significant economic reasons as well as 
environmental reasons for reducing waste 
so superglass has a number of strategic 
initiatives in place for 2012 to reduce waste 
from the process
the company takes steps to monitor all 
outputs from its manufacturing process 
and is committed to conducting its business 
with due regard to minimise its impact on the 
local and global environment the company 
considers that glass mineral fibres is one 
of the most sustainable insulation products 
available sourcing glass bottle cullet through 
a locally based partner viridor means 84 
of the finished product consists of 100 
recycled glass bottles
the company is committed to the 
prevention of pollution performance 
against annual objectives and control of 
emissions will be monitored by the board 
and executive emissions are routinely 
monitored to ensure compliance with 
authorised limits targets for continuous 
improvement are set within annual 
objectives and best practice is at the 
centre of our environmental policy
the company will involve and communicate 
with relevant local authority offices and 
regulatory officials and respond positively 
to concerns raised
energy captured in the form of waste 
gases from the furnace is recycled to 
smaller energy using units to minimise 
energy usage
superglass supported ‘on the verge’ to 
plant wildflowers in the stirling area in 
2011 ‘on the verge’ is a local campaign 
backing the stirling university based 
charity the bumblebee conservation trust
recycling
we are focused on promoting the high 
recycled content of our products recycling 
takes place in various forms and certain 
points throughout our manufacturing process
our sustainable process
the protection of the environment is 
a key business philosophy at superglass 
as a leading manufacturer and supplier 
of glass mineral fibre insulation the 
company recognises its responsibility 
to the environment and aims to be a 
proponent of sustainable management
our product
by virtue of its inherent properties superglass 
insulation is a carbon saving product
melting process
the furnaces are fired with a mix of liquid 
oxygen and gas the resulting waste gases 
minimise the nitrogen oxides reaching 
the atmosphere
transport
transport is acknowledged as a 
considerable creator of co
2
 emissions 
all superglass products are already 
compressed for deliveries which increases 
the amount of material on each vehicle 
a key project in 2012 is to commission a 
new slab packing machine which will have 
a significant impact on the amount of slab 
product on a given vehicle
ethical code of conduct
superglass strives to meet high standards 
of performance and behaviour based on 
the company’s core values of business 
conduct including personal integrity and 
social responsibility
the company is committed to creating 
longterm value for its customers 
shareholders employees and society 
recognising that sustainable profit is 
essential for the continuity of its business
we believe it is our responsibility to provide 
customers with products and services that 
offer value in terms of price and quality 
and that meet high health safety and 
environmental standards
we are focused on promoting the high 
recycled content of our products
recycling takes place in various forms 
and certain points throughout our 
manufacturing process superglass holdings plc  annual report and accounts 2011 wwwsuperglasscouk
16
corporate governance
directors and advisors
tim ross
nonexecutive chairman 
tim read law at oxford university and qualified as a solicitor 
working in the city of london and as a company legal adviser 
before attending london business school and moving into general 
management previously a main board director of george wimpey plc 
he is currently chairman of hargreaves services plc and a 
nonexecutive director of may gurney integrated services plc 
in addition to board positions with a number of private or 
venture capitalbacked companies
alex mcleod 
chief executive officer
alex joined superglass on 1 october 2009 becoming chief 
executive officer on 1 november 2009 he has spent the majority 
of his career with bpb plc now part of saint gobain’s the world 
leader in the supply of plasterboard and gypsum plasters and a 
major supplier of insulation ceiling tiles and related products
originally qualifying as an accountant and holding a number of 
senior financial positions with bpb he subsequently moved into 
general management he was managing director of st gobain’s 
glasswool manufacturing operation in cheshire one of only two 
manufacturing competitors of superglass in the uk over a 
fiveyear period he led that business to record levels 
of profitability and return on investment
david gray
nonexecutive director 
david joined the board in july 2009 previously a partner 
with kmg thomson mclintock now kpmg he spent six years 
as managing director of caledonian paper plc was finance 
director at scottish hydro electric plc and business development 
director at scottish and southern energy plc more recently 
he was an executive director at dtz holdings plc his current 
directorships include scottish water and he was previously 
a nonexecutive director at fc asset management plc 
he is a member of court at the university of strathclyde
david shearer 
senior independent director 
appointed to the board in february 2007 david a qualified 
chartered accountant is an experienced corporate financier 
board level strategic adviser and business manager with both 
uk and international experience he was previously senior partner 
for scotland  northern ireland and a uk executive board member 
of deloitte llp
he is deputy chairman of aberdeen new dawn investment trust plc 
senior independent director of renold plc stv group plc and 
martin currie holdings plc and a nonexecutive director of mithras 
investment trust plc he was previously a director of city inn limited 
where he led the financial restructuring of that business prior to 
its sale to blackstone chairman of crest nicholson plc where he 
stood down after successfully completing a financial restructuring 
a nonexecutive director of scottish financial enterprise and a 
governor of the glasgow school of art he also served one term 
ending in early 2007 as a nonexecutive director of hbos plc wwwsuperglasscouk superglass holdings plc  annual report and accounts 2011
corporate governance
17
tony kirkbright 
finance director 
tony joined encon in 1986 as group accountant from the 
celcon group plc based in leeds where he was a cost accountant 
of a division of that company on joining encon after a period as 
group financial controller he took responsibility for implementing 
the financial and commercial systems required for superglass 
insulation to operate as a stand alone entity when it was formed 
in 1987
he was appointed as finance director of superglass insulation 
in september 1990 and encon manufacturing divisional finance 
director in september 1993 and has been involved in all aspects 
of the management of the business he was instrumental in the 
management buyout from 3i and encon in 2005 and subsequent 
flotation in 2007 tony is a qualified accountant
registered office
eversheds house  
70 great bridgewater street 
manchester 
m1 5es
company registration number
05423253
auditors
kpmg audit plc
191 west george street  
glasgow g2 2lj
sponsor broker and financial adviser
brewin dolphin securities limited
12 smithfield street 
london ec1a 9bd
financial public relations
buchanan communications
32 castle street 
edinburgh en2 3ht
solicitors
maclay murray  spens llp
1 george square 
glasgow g2 1al
registrars
capita registrars
northern house 
woodsome park 
fenay bridge 
huddersfield 
west yorkshire hd8 0la superglass holdings plc  annual report and accounts 2011 wwwsuperglasscouk
the directors submit their report and the audited accounts of the group and the company for the year ended 31 august 2011
principal activities and business review
the principal activity of the group is the manufacture and sale of glassfibre insulation the chief executive’s review on pages 5 to 9 and 
the financial review on pages 10 to 13 contain a review of the group’s activities an analysis of key performance indicators a description 
of the market in which the group operates and an analysis of the key risks and uncertainties facing the group
results and dividends
the loss before tax was £50 million 2010 loss of £07 million the directors are not recommending the payment of a final dividend for 
the year ended 31 august 2011 2010 £nil which together with the interim dividend of nil pence per ordinary share 2010 025 pence 
results in a total dividend for the year of nil pence per ordinary share 2010 025 pence per ordinary share the consolidated income 
statement for the year ended 31 august 2011 is shown on page 31
financial instruments
the group’s risk management objectives and policy in relation to financial instruments are discussed in the treasury and financial risk 
management section of the financial review on pages 12 to 13
directors and their interests
the directors of the company currently in office are as stated in the board of directors on pages 16 and 17 there was no change 
in the composition of the board of directors in the year to 31 august 2011
in accordance with the company’s articles one third or the nearest whole number below onethird of the directors are required 
to retire at each annual general meeting agm and each director must submit themselves for reelection at least every three years 
together with directors appointed by the board since the date of any notice convening the previous agm at the 2011 agm david shearer 
will retire by rotation and being eligible offer himself for reelection
the interests of the directors as defined by the companies act 2006 in the ordinary shares of the company are as follows
           at  at 
           31 august 31 august  
ordinary shares          2011 2010
tim ross          133899 133889
david shearer          27777 27777
david gray          25000 25000
alex mcleod           — —
tony kirkbright          2437574 2437574 
directors’ indemnities
the directors have the benefit of qualifying third party indemnity provisions contained in the company’s articles of association which 
were in force throughout the year and remain in force as at the date of signing these financial statements
share capital
during the financial year ended 31 august 2011 the company had a single class of share which was divided into ordinary shares 
of 10 pence each subsequent to the year end the company has concluded a capital restructuring and equity raise details of which 
can be found in note 28 to the financial statements
this change has resulted in there being two classes of equity share in issue ordinary shares and convertible shares the par value of the 
ordinary shares in issue has changed from 10 pence each to 200 pence each and also the number of ordinary shares in issue has changed 
convertible shares are convertible into 14945748 ordinary shares if certain conditions are met from 1 december 2013 to 1 december 2023 
convertible shares will not be admitted to trading on the london stock exchange or any investment exchange and will have no voting 
rights attaching save in limited circumstances
donations
during the year the company made no political donations 2010 £nil and charitable donations amounted to £520 2010 £920
rights attaching to shares
the rights attaching to the ordinary shares are defined in the company’s articles of association the articles of association may be 
changed with the agreement of shareholders 
subject to any restrictions below shareholders if ordinary shareholders may attend any general meeting of the company and 
on a show of hands every shareholder or his representative who is present at a general meeting has one vote on each resolution
shareholders have the right to dividends approved in a general meeting and approved by the board and can declare final dividends by 
passing an ordinary resolution but the amount of the dividends cannot exceed the amount recommended by the board the board can 
pay interim dividends on any class of shares of the amounts and on the dates and for the periods they decide provided the distributable 
profits of the company support such payment the board may if authorised by an ordinary resolution of the shareholders offer any 
shareholder the right to elect to receive new ordinary shares which will be credited as fully paid instead of their cash dividend the 
renegotiated facilities agreement with clydesdale incorporates a provision to suspend dividend payments for a period of two years 
from the date of commencement of the agreement
corporate governance
directors’ report
18 wwwsuperglasscouk superglass holdings plc  annual report and accounts 2011
corporate governance
rights attaching to shares continued
if the company is wound up the liquidator can with the sanction of an extraordinary resolution passed by the shareholders divide among 
the shareholders all or any part of the assets of the company and he can value any assets and determine how the division shall be 
carried out as between the members or different classes of members no shareholders can be compelled to accept any asset which 
would give them a liability
the company can issue new shares and attach any rights to them if there is no restriction by special rights attaching to existing shares 
rights attaching to new shares can take priority over the rights of existing shares or the new shares and the existing shares are deemed 
to be varied unless the rights expressly allow it by a reduction of paid up capital or if another share of that same class is issued and 
ranks in priority for payment of dividend or in respect of capital or more favourable voting rights
agreements with employees and significant agreements
there are no agreements between the company and its directors or employees providing for compensation for loss of office 
or employment whether through resignation purported redundancy or otherwise that occurs because of a takeover bid
the company’s banking arrangements are terminable upon change of control of the company in the event of a change in ownership 
assignment of the company’s technology agreement with glass incorporated international specifically requires any new controlling 
entity to enter into an agreement on similar terms to the existing agreement 
major shareholders
as at 5 december 2011 the following had notified the company of an interest of 3 or more in the company’s issued ordinary share capital
            percentage  
            of issue 
           number of ordinary  
           ordinary shares 
           shares 
blackrock advisors llp institutional        6318007 126
ruffer llp          5653911 113
w  r barnett ltd          4975449 99
henderson global investors         4968010 99
schroder investment management        3947943 79
standard life          2713882 54
ennismore fund management         2677225 53
legal  general          2261568 45
power to allot shares and authority for the company to purchase its own shares
the directors propose to renew the general authority of the company to make market purchases of its own shares to a total of 
5017000 ordinary shares representing approximately 10 of the issued ordinary share capital of the company and within the price 
constraints set out in the special resolution to be proposed at the forthcoming agm
employment
the company’s policy on employee involvement is to adopt an open management style thereby encouraging informal consultation 
at all levels about aspects of the company’s operations employees can participate directly in the success of the business through 
participation in the save as you earn saye share option schemes
employment policies are designed to provide equal opportunities irrespective of colour ethnic or natural origin nationality sex religion 
age marital or disabled status
payment to suppliers
it is the company’s policy to make payment to suppliers on our standard supplier terms unless alternative terms are agreed 
the company seeks to abide by these payment terms whenever it is satisfied that the supplier has provided the goods or services 
in accordance with the agreed terms and conditions
the number of days’ purchases outstanding for the group at 31 august 2011 was 88 days 2010 84 days the number of days’ purchases 
outstanding for the company was nil 2010 nil
19 superglass holdings plc  annual report and accounts 2011 wwwsuperglasscouk
contracts of significance
there were no contracts of significance as defined by listing rule 98 in existence during the financial year
disclosure of information to auditors
the directors who held office at the date of approval of this directors’ report confirm that so far as they were each aware there is no 
relevant audit information of which the company’s auditors are unaware and each director has taken all the steps that he ought to have 
taken as a director to make himself aware of any relevant audit information and to establish that the company’s auditors are aware of 
that information
auditors
in accordance with section 489 of the companies act 2006 a resolution for the reappointment of kpmg audit plc as auditors 
of the company is to be proposed at the forthcoming agm
annual general meeting
the notice convening the agm which will be held at stirling management centre on 16 january 2012 at 1000am is included within this 
report together with the explanation of any items of special business
by order of the board
tony kirkbright
finance director
6 december 2011
corporate governance
directors’ report continued
20 wwwsuperglasscouk superglass holdings plc  annual report and accounts 2011
corporate governance
remuneration committee membership
during the year the remuneration committee the committee comprised the following nonexecutive directors
k  david gray chairman and
k  david shearer
responsibilities of the committee
the committee is responsible for determining all aspects of the remuneration of executive directors and senior executives within the 
framework of the general policy set by the board and described below
the remuneration of the nonexecutive directors is determined by the executive directors and approved by the board the committee 
is responsible for determining the remuneration of the chairman
the committee has formal terms of reference set by the board modelled on the uk corporate governance code which are available 
from the company and placed on the company website
remuneration policy practice and principles
the board recognises that the company’s continuing success depends on the quality and motivation of its employees the group aims 
to ensure that its remuneration packages are competitive to ensure that they align the interests of shareholders directors and senior 
executives and attract retain and motivate high calibre individuals rewarding the executive directors fairly for their contributions 
whilst remaining within the range of benefits offered by similar companies 
the total reward position is analysed by looking across each of the different elements of remuneration including salary pension bonus 
and longterm incentives
in considering and determining suitable remuneration packages for the executive directors the committee gives full consideration to 
the relevant best practice provisions set out in the uk corporate governance code and takes account of pay structures in place for other 
employees of the company the committee also determines the extent to which all performance targets are met
remuneration package 
the total remuneration package is designed to include performance and nonperformancerelated elements nonperformance elements 
include salary taxable benefits and pension entitlements all other parts of the package are performancerelated and relate to a mixture 
of cash and sharebased incentives described in detail below
the main elements of the remuneration package for executive directors are
k basic salary
k performancerelated bonus
k pension contribution
k performance share plan and
k benefits
share options are awarded from time to time to other senior executives and a saye scheme is in operation available to all employees 
bonus scheme
the bonus scheme that is in operation is based on the achievement of group operating profit and on individual performance targets with 
a weighting of 80 for the former and 20 for the latter payment of the profitrelated element commences at budgeted operating profit 
and increases as operating profit increases up to 125 of budgeted operating profit maximum award is limited to 75 of basic salary 
for alex mcleod and 60 for tony kirkbright and payment is in the form of shares deferred for three years subject to the committees’ 
discretion to pay a proportion in cash nonexecutive directors do not participate in the company bonus scheme
pensions
the executive directors are members of the company’s group sponsored personal pension plan a defined contribution scheme under 
which the company makes an annual contribution of 15 of basic annual salary this may be supplemented by each member as desired 
and as permitted under current pension legislation annual bonuses where they are awarded are not pensionable the company contribution 
includes the premium payable for deathinservice insurance the benefits of which accrue to the executive directors’ dependants
directors’ remuneration report
21 22
superglass holdings plc  annual report and accounts 2011 wwwsuperglasscouk
share incentive plan
the committee has approved a performance share plan psp for executive directors
under the terms of the psp executive directors may be awarded conditional awards of free shares or nilcost options the maximum 
market value over which individual awards could be made is 100 of salary 
the committee has considered whether there should be an element of the performance condition based on tsr but in view of the lack 
of a natural peer group and reflecting a strong desire to maximise shareholder value from earnings growth over the medium to long 
term the performance target applying to the awards was based solely on adjusted earnings per share eps growth targets 25 of an 
award will vest for eps growth of 25 over a threeyear performance period 100 of an award will vest for eps growth of 50 over 
the same period with straightline vesting for eps performance between these two points
details of shares awarded under the psp are included in table 1 – performance share plan
service contracts
the company’s policy on the duration of directors’ contracts is that
k  executive directors should have rolling service contracts terminable on no more than twelve months’ notice served by the company 
or the director and
k nonexecutive directors are appointed for a fixed term of one year renewable on the agreement of both the company and the director
directors’ service
         date of  notice 
         contract period
nonexecutive  
tim ross        26 february 2007 see below
david shearer        26 february 2007 see below
david gray        17 july 2009 see below
executive  
alex mcleod        1 october 2009 12 months
tony kirkbright        16 august 2005 6 months 
 the services of tim ross are provided by crosswater resources limited
nonexecutive directors’ notice period
during the first twelve months of service nonexecutive directors’ service agreements may be terminated on six months’ notice being 
given by either party or in certain circumstances immediately no formal notice period is specified after the first twelve months of service 
under certain circumstances upon termination the company is required to make payment of nonexecutive directors’ fees to the extent 
that they would have been payable up to the anniversary of appointment in certain other circumstances immediate termination would 
require no payment to be made by the company 
performance graph
the graph below shows a comparison of the total shareholder return performance for the company’s shares for the period since 
admission to the london stock exchange to 31 august 2011 against the ftse all share index and the construction and materials index 
these indices were considered to be the most appropriate for the company’s market capitalisation and industry sector
the auditors are required to report on the information contained in the remainder of the directors’ remuneration report
corporate governance
directors’ remuneration report continued


Summary:
 04
superglass holdings plc  annual report and accounts 2011 wwwsuperglasscouk
overview
chairman’s statement
the management team has worked hard to 
transform the capital base of the company
my statement today looks to the 
future over the last year superglass 
has faced unprecedented operational 
and trading challenges these have 
been well documented despite this the 
management team has worked hard not 
only to increase sales to £324 million by 
broadening the group’s customer base 
and routes to market but also to transform 
fundamentally the capital base of the 
company through a successful equity 
issue and capital restructuring
on 2 december 2011 superglass 
confirmed that it had raised £80 million 
net of expenses from investors and agreed 
a capital restructuring in collaboration 
with its bankers clydesdale bank to reduce 
its core borrowings to £51 million through 
the conversion of £1215 million of its bank 
debt into convertible shares on 17 november 
scottish enterprise announced that it had 
approved superglass’ regional selective 
assistance application for a grant of up 
to £20 million the net proceeds of the 
grant and equity issue will be used to fund 
the group’s planned capital expenditure 
programme and to provide additional 
working capital
this capital expenditure programme is 
much needed and will commence in march 
next year with completion scheduled for 
march 2013 in conjunction with external 
consultants we have identified a number of 
areas where we can upgrade our processes 
and equipment to deliver increased capacity 
and operating efficiency gains resulting in 
savings of up to £36 million in annual 
operating costs which will start to impact 
meaningfully in the 201213 financial year 
this investment underpins a clear strategy 
for growth which combines a lower delivered 
product cost with a broader customer base 
and product range to strengthen superglass’ 
competitive position
i would like to take this opportunity to thank 
all our existing and new investors as well 
as clydesdale bank and scottish enterprise 
for their substantial support as we move 
into the next stage of our development 
and position superglass for the future
tim ross
chairman
6 december 2011
tim ross chairman
“  the much needed capital expenditure 
programme supported by new and existing 
investors together with clydesdale bank and 
scottish enterprise underpins a clear strategy 
for growth which combines a lower delivered 
product cost with a broader customer base 
to improve superglass’ competitive position”
ar11superglasscoukchairman