Dear Shareholder

I am writing to inform you that the Annual General Meeting of Superglass Holdings plc (the “Company”) will be held at Stirling Management Centre, University of Stirling, Stirling FK9 4LA on Monday, 16 January 2012 at 10.00 am (the “AGM”). The formal Notice of the AGM and resolutions to be proposed are set out in this document. As well as the ordinary business of the Meeting, four resolutions (numbered 6 to 9) will be proposed as special business.

Resolution 1: Director’s report and audited accounts for the year ended 31 August 2011

Shareholders will be asked to receive the Directors’ Report and the Company’s Report and Accounts for the year ended 31 August 2011.

Resolution 2: Directors’ remuneration report

In compliance with the Companies Act 2006, shareholders will be asked to approve the Directors’ Remuneration Report which is contained in the Report and Accounts. In line with the relevant legislation, this vote will be in respect of the content of the Directors’ Remuneration Report as a whole, and not specific to any Director’s level or terms of remuneration, and will be advisory in nature. No aspect of an individual Director’s entitlement to remuneration is conditional upon the passing of this resolution.

Resolution 3: Re-election of Director

David Shearer will retire as a Director at the AGM in accordance with the Company’s articles of association and will offer himself for re-election.

Brief biographical details of David Shearer appear in the Directors section.

Resolutions 4 and 5: Auditors

The Company is required, at each general meeting at which accounts are presented, to appoint auditors to hold office until conclusion of the next such meeting. Accordingly, resolution 4 will seek shareholder approval for the re-appointment of KPMG Audit plc as auditors to the Company. Resolution 5 authorises the Directors to fix the auditors’ remuneration.

Resolution 6: Authority for Directors to allot shares

The Companies Act 2006 provides that Directors may only allot shares with the authority of shareholders in general meeting. The authority given to the Directors at the last general meeting of the Company held on Wednesday, 30 November 2011 (the “Last General Meeting”) to allot unissued shares pursuant to section 551 of the Companies Act 2006 expires on the conclusion of the AGM.

The guidelines of the Association of British Insurers (“ABI”) on directors’ authority to allot shares state that ABI members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to one-third of the issued ordinary share capital and seeking authority to allot an additional one-third of the issued ordinary share capital provided such additional headroom is applied on a fully pre-emptive basis. In light of these guidelines, resolution 6 will be proposed as an ordinary resolution for the renewal of the Directors’ general authority to allot shares up to a nominal amount of £3,344,645, representing approximately one-third of the current issued ordinary share capital of the Company, and to allot additional shares up to a nominal amount of £3,344,645, also representing approximately one-third of the issued ordinary share capital of the Company, provided such additional shares are allotted pursuant to a fully pre-emptive rights issue. The Directors have no present intention of exercising this authority.

Resolution 7: Partial disapplication of pre-emption rights

The Companies Act 2006 provides that any allotment of new shares for cash must be made pro rata to individual shareholders’ existing holdings, unless the statutory pre-emption rights are disapplied. The authority given to the Directors at the Last General Meeting disapplying such provisions and allowing them to allot shares for cash pursuant to section 570 of the Companies Act 2006 expires on the conclusion of the AGM.

Resolution 7 will be proposed as a special resolution for the renewal of the Directors’ authority to allot equity securities for cash, without first offering them to shareholders pro rata to their holdings. This authority facilitates issues made by way of rights to shareholders which are not strictly in accordance with section 561 of the Companies Act 2006, and authorises other allotments of up to a maximum aggregate nominal amount of £501,697 representing approximately 5% of the current issued ordinary share capital of the Company. This authority also allows the Directors, within the same aggregate limit, to sell for cash any shares that may be held by the Company in treasury.

It is the Directors’ current intention to adhere to the provisions in the Pre-Emption Group’s Statement of Principles not to allot shares for cash on a non pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5% of the total issued share capital of the Company within a rolling three-year period without prior consultation with its shareholders.

The authorities granted under resolutions 6 and 7 will expire at the conclusion of the Annual General Meeting of the Company to be held in 2013.

Resolution 8: Purchase of own shares by the Company

Resolution 7 will be proposed as a special resolution for the renewal of the Company’s authority to purchase its own shares in the market during the period until the 2013 AGM for up to 5,017,000 ordinary shares, representing approximately 10% of the issued ordinary share capital of the Company. The price payable shall not be more than the higher of: (1) 5% above the average price of the middle market quotation as derived from the Daily Official List of London Stock Exchange plc for the ordinary shares for the five business days before the purchase is made; and (2) the higher of the price of the last independent trade and current independent bid as derived from the London Stock Exchange Trading system, or less than 20 pence per share (being the nominal value of the shares). It is the Directors’ current intention only to exercise the authority to purchase the Company’s shares where it would increase the earnings per share of those ordinary shares that are not re-purchased and, in any event, having obtained the requisite prior consent of Clydesdale Bank plc pursuant to the facilities agreement entered into by the Company dated 7 November 2011.

Any authority granted by resolution 8 will only be used if the Directors consider that to do so would be in the best interests of shareholders generally. Save to the extent purchased pursuant to the regulations concerning treasury shares, any ordinary shares purchased in this way will be cancelled and the number of shares in issue will be accordingly reduced.

The Company may hold in treasury any of its own ordinary shares purchased pursuant to the relevant regulations and the authority conferred by this resolution. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with greater flexibility in the management of its capital base.

Resolution 9: General meetings to be convened on 14 days’ notice

Changes made to the Companies Act 2006 by the Companies (Shareholders’ Rights) Regulations 2009 (the “Shareholders’ Rights Regulations”) increased the notice period required for general meetings of the Company to 21 clear days, unless shareholders approve a shorter notice period of not less than 14 clear days (although annual general meetings will continue to be held on at least 21 clear days’ notice). Prior to the Shareholders’ Rights Regulations coming into force the Company was able to call general meetings (other than an annual general meeting) on 14 clear days’ notice without obtaining such shareholder approval.

Resolution 9, which will be proposed as special resolution, seeks the necessary shareholder approval to enable the Company to call general meetings on 14 clear days’ notice. The approval will be effective until the conclusion of the annual general meeting of the Company to be held in 2013, when it is intended that a similar resolution will be proposed to renew this authority.

Notwithstanding shareholder approval of resolution 9, companies legislation requires that, in order to be able to call a general meeting on less than 21 clear days’ notice, the Company must offer an electronic voting facility which is accessible to all shareholders in respect of any such meeting. The Company currently provides the ability for shareholders to vote electronically online.

It is intended that the shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the urgency of the business of the meeting and is thought to be in the interests of shareholders as a whole.

Recommendation

The Board considers the resolutions to be proposed at the AGM to be in the best interests of the Company and its shareholders as a whole.

Accordingly, the Directors unanimously recommend that shareholders vote in favour of the proposed resolutions set out in the Notice of AGM as they intend to do in respect of their own beneficial holdings, comprising an aggregate of 339,409 ordinary shares, representing approximately 0.7% of the issued ordinary share capital of the Company.

Yours faithfully

Timothy Ross
Chairman