vision… · a hawk’s eye view, embracing a wider reality while discerning each detail and...

Vision…GlaverbelGlaverbel

2000 Annual Report

2 GLASS LEADERSHIP, SHARED VISION

4 STOCK EXCHANGE DATA - FINANCIAL HIGHLIGHTS

8 MESSAGE FROM THE CHAIRMAN OF THE EXECUTIVE COMMITTEE

14 FINANCIAL PERFORMANCE

14 ECONOMIC BACKGROUND

15 GROUP RESULTS

16 FINANCIAL OPERATIONS

18 SHAREHOLDER INFORMATION

24 NEWS OF THE DIVISIONS

25 BUILDING DIVISION

27 AUTOMOTIVE DIVISION

29 INDUSTRIES DIVISION

34 INVESTMENTS FOR THE FUTURE

35 HUMAN RESOURCES

36 COMMUNICATION - SAFETY - QUALITY

37 R&D - ENVIRONMENT

38 CAPITAL INVESTMENTS

39 BOR GLASSWORKS

44 CORPORATE GOVERNANCE

47 DIRECTORS, MANAGERS AND AUDITORSCover:Yann Arthus-Bertrand© - The Eye of the Maldives, atoll of North Mali - Maldives.

CONTENTS

11

On 8 May 2001 the Banking and Finance Commission autho-rised the use of this annual report as a reference document tosupport any public call for funds made by Glaverbel S.A., untilthe publication of its next annual report, under the provisions ofHeading II of Royal Decree No. 185 of 9 July 1935, according tothe procedure for publishing information.Under this procedure, the reference document must be accom-panied by an operations note in order to constitute a prospec-tus in the sense of art. 29 of said Royal Decree.This prospectus must be submitted for the approval of the Bank-ing and Finance Commission in accordance with art. 29 ter, º1,para. 1 of Royal Decree No. 185 of 9 July 1935.

D E C L A R AT I O N O F C O N F O R M I T Y

The Board of Directors of Glaverbel S.A., represented byMessrs. Luc Willame and Yves Schoonejans, assumes responsi-bility for this reference document, and certifies that to the bestof its knowledge, the information contained therein is a true andaccurate picture of reality, and does not contain any omissionwhich might compromise its scope.

A U D I T I N G O F T H E F I N A N C I A L

S TAT E M E N T S

The company financial statements and the consolidated finan-cial statements of Glaverbel S.A. to 31 December 1998, 1999and 2000 (the latter attached to the report) have been auditedby Arthur Andersen, company auditors (Montagne du Parc 4,1000 Brussels), represented by Messrs. Henri Lemberger andGino Desmet. The auditors have approved the financial state-ments without qualification.

T H E M E O F T H E A N N U A L R E P O R T

How better to express the concept of vision than to takea hawk’s eye view, embracing a wider reality whilediscerning each detail and putting it into perspective? When the view presented to us is the surface of the earthitself, we may also think of glass which, though earthy inits origins, links us more closely to the world around us byits very transparency. This in our view is the messagecontained in the photographs of Yann Arthus-Bertrand,which accompany the Annual Report.

“ E A R T H F R O M A B O V E ”

An aerial portrait of our planet on the eve of the year 2000.For the last ten years, Yann Arthus-Bertrand has undertakento record the state of the through aerial photographs. Theimages from Earth from Above are the result of a thoroughresearch carried out around the world: 3000 flying hours byhelicopter, 76 countries visited. The evocative and emotive message of these photographsis the result of Yann Arthus-Bertrand’s vision and desire to bea witness for future generations.A survey of the state of the planet, reflecting the diversity ofthe world on the eve of the Millennium. A reflective viewpointas to its evolution and the future of the human race. The photographs and data are a record for the future.Website: yannarthusbertrand.comThe book ‘Earth from Above’ is published by Abrams, NY.

2

If we have now become a large European group,

expert in production and processing of flat glass, it is

because we have constantly worked at its development,

by involving all of our partners so as to share with

them the same vision of the future of glass.

3

Glass Leadership Shared VisionFor our customers

This means putting our glass expertise at their disposal.

Offering them the best solutions and committing

ourselves, with them, to constant innovation.

For our personnelThis means providing an environment that promotes

individual responsibility, development of skills and

communication. Affirming a Group spirit that respects

national cultures.

For our shareholdersThis means respecting their confidence and maximising

the creation of value.

For our partnersThis means involving them as players in our global,

innovating vision.

For our social environmentThis means increasing our legitimacy, by contributing to

the quality of life and of the environment, and assuring

sustainable growth.

240220200180160140120100

80% 01/96 01/97 01/98 01/99 01/00 01/01

BEL 20 GLAVERBEL

4

STOCK EXCHANGE DATA91.35 143.78 112.79 85.70 79.75 99

3 685 5 800 4 550 3 457 3 217 3 994

620.7 1 018.8 799.2 607.3 565.1 701.5

25.0 41.1 32.2 24.5 22.8 28.3

6 795 183 7 086 023 7 086 023 7 086 023 7 086 023 7 086 023

19.6 20.3 15.8 12.1 3.8

4.5 6.3 4.6 3.5 1.9

7.18 5.28 6.46 3.93 15.57

290 213 261 158 628

2.78 3.07 3.27 3.42 3.77

112 124 132 138 152

38.6 58.2 50.6 87.3 24.2

SHARE PRICE TREND

CONSOLIDATED DATA PER SHARE from 01/01(at the end of the period) 1996 1997 1998 1999 2000 to 31/03/01

SHARE PRICE (EUR)

SHARE PRICE (BEF)

STOCK EXCHANGE CAPITALISATION (EUR million)

STOCK EXCHANGE CAPITALISATION (BEF billion)

TOTAL NO. OF SHARES

PER (1) (2)

P/CF (1) (3)

NET INCOME, GROUP’S SHARE (1) (EUR)

NET INCOME, GROUP’S SHARE (1) (BEF)

GROSS DIVIDEND (EUR)

GROSS DIVIDEND (BEF)

PAY-OUT (IN %) (4)

SHAREHOLDER’S DIARY

ANNOUNCEMENT OF 2000 ANNUAL RESULTS 7 MARCH 2001

ANNOUNCEMENT OF TRENDS FOR FIRST QUARTER 24 APRIL 2001

ANNUAL GENERAL MEETING 30 MAY 2001

PAYMENT OF 2000 DIVIDENDS 5 JUNE 2001

ANNOUNCEMENT OF RESULTS FOR FIRST HALF 5 SEPTEMBER 2001

ANNOUNCEMENT OF TRENDS FOR THIRD QUARTER 23 OCTOBER 2001

ANNOUNCEMENT OF 2001 ANNUAL RESULTS MARCH 2002

ANNUAL GENERAL MEETING 29 MAY 2002

(1) Calculated according to the number of shares pro rata temporis, excluding treasury shares.(2) Price/Earnings ratio, i.e. the share price at the end of the year, divided by net current income (Group’s share) per share.(3) Price/Cash-flow ratio, i.e. the share price at the end of the year, divided by net current income (Group’s share) plus depreciations,

write-downs and provisions per share (not restated to take account of minority interests).(4) Ratio of gross dividend to net result (Group’s share) per share.

More information for shareholders on pages 18-21.

5

FINANCIAL HIGHLIGHTS GLAVERBEL GROUP (million) EUR 1 996 1 997 1 998 1 999 2 000 BEF 1 999 2 000

SALES (1)

GROWTH IN %

GROSS OPERATING CASH-FLOW (2)

GROSS OPERATING CASH-FLOW/SALES, IN %

OPERATING INCOME

OPERATING INCOME/SALES, IN %

CURRENT GROSS INCOME (3)

NET INCOME AFTER TAXES

NET INCOME, GROUP’S SHARE

RETURN ON CAPITAL EMPLOYED, IN % (4)

SHAREHOLDERS’ EQUITY (5)

NET INDEBTEDNESS (6)

DEBT/EQUITY RATIO (7)

NET CASH-FLOW

CAPITAL INVESTMENTS

R&D

PERSONNEL

No. OF EMPLOYEES (in units as at the end of the year)

WAGES/SALES (in %)

(1) For the same consolidation scope compared with 1999 and 2000, the sales and the operating income amounted to EUR 1,539 million and EUR 108.4 million respectively in 1998, after taking into account the activities of PPG Glass Europe over the whole year.

(2) Operating income, plus depreciations, write-downs and provisions for operating risks and charges.(3) Profit before taxes and extraordinary income or expense.(4) Operating income after taxes (not restated) divided by capital invested at the beginning of the period. The capital invested includes tangible and

intangible assets, goodwill on the assets side and the requirement for working capital. The requirement for working capital is the difference betweencurrent assets (excluding short-term deposits and cash at bank and in hand) on the one hand and short-term debts (excluding financial debts) on theother. The 1998 result has been restated to take account of the capital employed resulting from the acquisition of PPG Glass Europe.

(5) After profit allocation, including minority interests.(6) Financial debts, minus net treasury and excluding treasury shares.(7) Ratio of financial debt (after deduction of funds available) to shareholders’ equity (including minority interests), after profit allocation.

A more detailed table of the key figures will be found in the financial report, p.1.

958.4 1 056.5 1 271.8 1 511.2 1 699.0 60 961 68 537

1.1 10.2 20.4 18.8 12.4 18.8 12.4

163.2 185.0 205.1 219.2 322.6 8 842 13 013

17.0 17.5 16.1 14.5 19.0 14.5 19.0

67.7 87.7 93.5 106.6 185.4 4 301 7 481

7.1 8.3 7.4 7.1 10.9 7.1 10.9

34.7 54.6 59.1 64.1 138.1 2 586 5 573

47.5 37.6 46.5 33.1 109.1 1 337 4 403

43.8 32.3 41.4 25.2 99.8 1 015 4 025

6.7 8.4 7.8 7.1 12.0 7.1 12.0

568.0 595.2 696.7 705.2 780.6 28 448 31 490

407.6 396.0 608.7 690.5 620.3 27 856 25 024

0.72 0.67 0.87 0.98 0.79 0.98 0.79

115.1 141.7 159.9 176.1 281.4 7 103 11 351

102.9 103.5 96.0 205.9 144.0 8 308 5 809

14.1 12.4 12.5 13.3 13.1 537 528

9 727 10 025 12 897 12 841 12 547 12 841 12 547

28.8 28.4 27.2 28.6 26.3 28.6 26.3

BENELUX CENTRAL AND EASTERN EUROPE

OTHER WESTERN EUROPE OTHER

00

99

98

97

96

RAW GLASS AUTOMOTIVE OTHER

ARCHITECTURAL GLASS INDUSTRIES

00

99

98

97

96

00

99

98

97

96

SALES BY GEOGRAPHICAL REGION (EUR million)

TAXES EXTRAORDINARY ITEMS CURRENT GROSS INCOME

RESULT OF COMPANIES CONSOLIDATED BY EQUITY METHOD

SALES BY ACTIVITY (EUR million)

NET INCOME (EUR million)

1 699

1 511

1 272

1 056

958

1 699

1 511

1 272

1 056

958

17% 66% 10% 7%

34% 21% 26% 17% 2%

-40 -20 0 20 40 60 80 100 120 140 160

Yann Arthus-Bertrand© - Vineyards, Geria region, Lanzarote, Canary Islands - Spain.

6

“Listening ahead together” is a new theme

which the Glaverbel Group and its personnel

have adopted and put into everyday practice.

This means listening not only to colleagues,

employees and other members of personnel,

but also to customers, shareholders and all

those who contribute to the life of the Group,

both internally and externally. Such a listening

attitude is both dynamic and receptive,

stimulating communication and progress

on all sides. This is how exploration begins,

at the service of tomorrow’s projects.

There is no such thing as static vision ;nobody can see without wanting to explore.

Arthur Koestler

7

8

MESSAGE FROM THE CHAIRMAN OF THE EXECUTIVE COMMITTEE

Our vision

is to further increase our legitimacy, by contributing to the quality

of life and of the environment and assuring sustainable growth.

9

The excellent results in 2000 in my view are confirmation

of the strategy of profitable growth which the Group has

pursued for the past ten years. From 1990 to 2000, the

Group's sales have expanded without cease, from EUR

675 million to EUR 1,699 million, while its operating

income has risen in the same period from EUR 72 million

to EUR 185 million. In line with the declared objective,

the Group achieved a return on capital employed (ROCE)

of more than 10%. The strategic options underlying this

development also give the Group all the advantages it

needs to face the challenges at the beginning of this mil-

lennium. These advantages are:

Our internationalisation

From being centred on the Benelux at the beginning of

the 1990s, Glaverbel is now the only glassmaking group

present throughout Europe, from Spain to Russia. With

all the commercial and industrial synergies resulting from

this geographical deployment. In this respect we may

congratulate ourselves on the Group's trailblazing initia-

tives, investing firstly in central Europe (the Czech Repub-

lic, in 1991), and then in eastern Europe (Russia, in 1997),

enabling it to participate in the development of these

regions with high potential.

Our improved competitive position

Ten years ago, Glaverbel did not hold a key share of any

European market except for mirrors. Since then, the

Group has strengthened its position remarkably and

become much more balanced, acquiring significant

market shares in most of its activities, at levels close to

25% or even more (see “The Group's competitive posi-

tion”, p.11). It has also become fully connected to the

realities of the market, with its organisation into cus-

tomer-oriented divisions and business units.

Our growing creation of value

Thanks to its R&D and marketing policy, the Group has

managed to increase its productivity very significantly in

its processing activities, while continuing to innovate in

raw glass. At the beginning of the 1990s, these repre-

sented less than 10% of the operating income and nearly

70% of sales. Nowadays, they represent around 40% of

the operating income. This growth is due mainly to the

Group’s innovative force, as demonstrated in practice by

recent trailblazing products such as the MNGE ecological

mirror, the Iris coated windshield, or the revolutionary

Sunergy glazing introduced in 2000.

O B J E C T I V E S A N D S T R AT E G I C D I R E C -

T I O N S F O R T H E F U T U R E

In the first years of the millennium, the Group will con-

tinue in this strategic direction by accentuating its efforts

towards innovation, rationalisation and productivity, so as

to raise the profitability of certain processing activities

still further. The operational objective for 2003 is for each

division to achieve an EBIT of 12% on operating capital

employed. This will be achieved in particular by an ambi-

tious three-year action plan for improving the profitabil-

ity of the Automotive Division (see “Automotive Divi-

sion”, p.27).

10

P R O S P E C T S F O R 2 0 0 1

Supported by the present good balance between supply

and demand on the European glass market, the current

volume and price levels should be maintained, despite

the relative slowdown at beginning of the year in certain

markets such as Germany. Moreover, the effects of extra

capacity coming on line at the end of the year should be

offset by the announced shutdown of furnaces for repair.

Against this background, the Group plans to restart its

Mol (BE) float plant in March 2001 and to introduce its

15th float plant in Moustier (BE) in the fourth quarter of

2001. The Group also intends to reinforce its position on

the building market, thanks to the commercial promise of

its revolutionary Sunergy glass. Glaverbel is the first glass-

maker to have developed hard-coated glass that is not

only insulating and antisolar but also neutral in colour.

The automotive industry for its part seems to be slacken-

ing off after the high growth rates over the past two years.

Nevertheless, the situation for Glaverbel should improve

thanks to:

The gradual disappearance in 2001 of non-recurring

charges from the previous year.

The commercial impact of the Group's advances in

glass coating technology (Iris windshields).

The first effects of the three-year action plan for improv-

ing the profitability of the sector. The annual evaluation of

this plan's commercial and industrial success will be essen-

tial to confirm the Group's automotive strategy.

In an increasingly global market, the Group also intends

to strengthen Bor's leadership in Russia, both in raw glass

and in automotive glass processing. To achieve this ambi-

tion it will be necessary not only to modernise the pro-

duction facilities but also to adapt their organisation to

western standards of efficiency.

In the field of e-business, the Group will become involved

selectively, with three major pilot projects:

Publishing data for the building sector, automotive

replacement glass, mirrors and fire-resistant glass.

Optimising the Group's purchasing processes.

Tracing orders and their production, in the mirrors and

automotive replacement glass sectors.

The developments will be accompanied by a Group-wide

project for ensuring the security of the network.

Finally, the Group is concerned as ever to share its vision

with personnel, and so we will continue to give priority to

motivating our human talents, helping our employees to

become top professionals in their respective jobs.

11

T H E G R O U P ’ S C O M P E T I T I V E

P O S I T I O N

G L AV E R B E L G R O U P

Second-largest producer of flat glass in Europe

Leader in central Europe, with Glaverbel Czech

Leader in eastern Europe, with Bor Glassworks(Russia)

B U I L D I N G D I V I S I O N

Raw glass*: Second-largest producer in Europe

Architectural glass: Leader in Benelux and theCzech Republic, second position in France

A U T O M O T I V E D I V I S I O N

Market share of around 25%, both in OEM glassand in replacement glass

I N D U S T R I E S D I V I S I O N

Mirrors: world leader

Thin and extra-thin glass: largest Europeanproducer

Fire-resistant glass: third-largest Europeanproducer

* Glass in large dimensions, sold “as is” or destined for processing.

Assuming the global economy holds good, and given the

potential for improvement in the Automotive Division, the

Group expects to see an increase of more than 20% in its

net result (Group’s share) by the end of 2001, on the basis

of its performance at the beginning of the year and

barring unforeseen events.

10 YEARS OF EXPANSION: MILESTONES

1 9 9 1Acquisition of a stake in Glavunion, the Czech national

flat glass producer operating in the fields of raw glass,architectural glass, automotive glass and mirrors (nowfully owned as Glaverbel Czech).

Formation of Splirec, a joint venture with Recticel forencapsulation of windshields.

1 9 9 2Formation of Glavermas in Singapore, a joint venture

with the Indonesian Asahimas company for marketingpyrolytic coated glass.

1 9 9 4 - 9 6Expansion in architectural glass with the acquisition of

the French companies Vertal and IVB Champagne, togetherwith the Dutch group Arvah. Acquisition of control over theDutch company Van der Hout and the Belgian companyGedopt.

1 9 9 7Setting up of Glaverbel Vertec Shenzhen in China, for

processing of thin glass.

Acquisition of a stake in Bor Glassworks, the largestflat glass producer in Russia, operating in the fields offloat glass and automotive glass.

1 9 9 8Acquisition of the European flat glass operations of

PPG, operating in the fields of raw glass, architecturalglass, automotive glass and mirrors.

1 9 9 9Formation of GlaPilk, a joint venture with Pilkington for

production of float glass at Sagunto in Spain.

2 0 0 0Formation of Glavetron, a joint venture with Pilkington

for production of superinsulating glass at Retenice in theCzech Republic.

Formation of a joint venture with Scheuten (NL) for theconstruction of the fourth float plant at Moustier in Belgium.

Yann Arthus-Bertrand© - Sandbank on the coast of Whitsunday Island, Queensland - Australia.

12

At Glaverbel, the horizon merges with the potential

of glass, a metamorphic material that ceaselessly

appears with new properties. As double glazing

it provides insulation against noise and extremes

of heat and cold, with surface coatings affording

even greater protection. Assembled into

laminated sheets, it assures the safety and

security of people and property. It is able to resist

even the most destructive forces, including fire.

When very thin it forms part of high-tech devices

we now take for granted. As mirror glass it reflects;

as picture framing glass it cuts out reflections.

It exists in a multitude of colours, thicknesses

and forms, beautifying our surroundings.

In short, it serves humanity.

The farther our horizon stretches out and our technology becomes more powerful,

the more the worth of the individual expands.

Naisbitt and Aburdene

1313

% 74 76 78 80 82 84 86 88 90 92 94 96 98 00

14

ECONOMIC BACKGROUND

In 2000, the three main regions of Europe where the

Group has an industrial presence – the EU, central Europe

and eastern Europe – all enjoyed favourable economic

conditions.

Over the year 2000 as a whole, the EU countries experi-

enced GDP growth of more than 3%. Most of the central

European countries also showed a growth curve of the

same order, with the Czech economy recovering after

having experienced a recession in 1999. Poland and Hun-

gary for their part achieved growth of nearly 5%. Finally,

the Russian economy expanded vigorously, with GDP

growing by more than 7.5%.

G R O W T H I N G L A S S C O N S U M P T I O N

At an estimated 7,000,000 tonnes in 2000 (compared with

6,750,000 tonnes in 1999) total consumption of flat glass in

the 15 EU countries is growing at a rate of 4%, higher than

their average GDP. This works out at an average consump-

tion of 18.8 kg per head of population in 2000, compared

with some 18.1 kg in 1999.

CONSUMPTION (ACTUAL) GDP (ACTUAL)CONSUMPTION (TREND) GDP (TREND)

CONSUMPTION OF FLAT GLASS IN EU COMPARED WITH GDP

EUR BUILDING DIVISION AUTOMOTIVE DIVISION INDUSTRIES DIVISIONMILLION

1 999 2 000 1 999 2 000 1 999 2 000

SALES 791.2 936.8 456.0 449.4 249.6 281.6

EBIT 90.0 157.1 18.3 10.9 23.9 43.8

EBIT/OCE * 12.9% 21.2% 4.5% 2.6% 11.1% 19.1%

* ratio of EBIT (earnings before income tax) to operating capital employed.

FINANCIAL PERFORMANCE

15

The performance of the Automotive Division, on the

other hand, was well below its profitability objectives. The

reasons were the slowdown in sales for certain models,

and the unfavourable trend in the rate of the dollar, which

weighed on contractual purchases of windshields from

the American producer PPG (under the terms for acquisi-

tion of the Sungate licence from that company). Further-

more, the redundancy plan gradually implemented dur-

ing the second half of 2000 at Splintex in Fleurus (BE) will

not produce significant results until financial year 2001.

Faced with the stagnation in its operating results, the divi-

sion drew up an action plan with the help of the McKin-

sey consulting company, aimed at bringing the perform-

ance of this sector back to the profitability standards

required for all the Group's activities, with a target date of

2003. The objective for the division as a whole is to

achieve an EBIT/OCE ratio of 12%. To this end, specific

measures aimed at improving productivity and output

have been defined, together with marketing campaigns.

The gross operating cash-flow has risen to

EUR 322.6 million (BEF 13,013 million), an increase of more

than 47%.

The gross current income amounts to EUR

138.1 million (BEF 5,573 million), more than double the

1999 figure, despite an increase of EUR 4.8 million (BEF

193 million) in net financial charges. The latter was mainly

due to the rise in interest rates. On the other hand, the

Group's indebtedness ratio improved markedly, from 0.98

at the end of 1999 to 0.79 at the end of 2000. The finan-

cial result represents 2.8% of sales, as in 1999.

The net consolidated income amounts to

EUR 109.1 million (BEF 4,403 million), compared with EUR

33.1 million (BEF 1,337 million) in 1999.

This figure includes the net extraordinary charges of EUR

16.0 million (BEF 645 million). The latter mainly comprise

the discounting of the employment costs resulting from

programmes previously carried out within the Group,

together with a new provision for the productivity

improvement plan introduced by the Automotive Divi-

sion.

The net consolidated income also comprises the result of

companies consolidated by the equity method, which

amounts to EUR 4.4 million (BEF 177 million), compared

with EUR 1.8 million (BEF 75 million) in 1999. This increase

is due to the contribution by Bor Glassworks (RU), amount-

ing to EUR 5.6 million (BEF 225 million), up from EUR 2.7

million (BEF 107 million) in 1999.

The Group’s share of net income amounts

to EUR 99.8 million (BEF 4,025 million), after deduction of

the minority interests’ share of EUR 9.4 million (BEF 378

million). This is four times the 1999 amount.

Capital investments amount to EUR 144 million

(BEF 5,809 million), compared with EUR 205.9 million

(BEF 8,308 million) in 1999 (see “Capital Investments”,

p. 38).

As regards employment, the Group workforce

(excluding Bor Glassworks) totalled 12,547 people at the

end of 2000, compared with 12,841 in 1999.

GROUP RESULTS

In the absence of any significant modification in the con-solidation scope, the development in the results for FY2000 compared with FY 1999 is as follows:

Consolidated sales increased by 12%, thanks tothe performance of the Building and Industries divisions.The figure now stands at EUR 1,699 million (BEF 68,537million), the breakdown being Building Division 55%,Automotive Division 26% and Industries Division 17%.

The consolidated operating income (EBIT)has risen to EUR 185.4 million (BEF 7,481 million), a rise of74%. The increase is due mainly to synergies which havenow largely been achieved after the strong expansion ofthe Group over the past decade.

In the case of the Building Division, the large increaseis due partly to the growth in volumes following the start-up in March of the float plant in Sagunto (ES), andpartly to the very significant rise in prices throughout theyear. Sustained by the present balance between produc-tion capacities on the one hand and market consumptionof the other, the average price for float glass in 2000 was22% higher than in 1999. This price rally more than madeup for the rise in energy costs. Moreover, it gatheredstrength towards the end of the year, with December prices9% higher than the average for 2000.

The Industries Division also benefited fully from this gen-eral situation of rising volumes and prices, in all its sectors ofactivity, except appliance glass (Schott-Glaverbel joint ven-ture). This good performance was achieved against a back-ground of continual reduction in costs over the past threeyears.

16

R E D U C T I O N O F T H E D E B T R AT I O

The Group's operations in 2000 generated a free cash-

flow after investments of EUR 95.2 million, compared with

a negative balance of EUR 60.2 million requiring to be

financed in 1999. This cash-flow made possible to achieve

a net reduction of EUR 67.2 million in short-term and

long-term borrowings, with the balance corresponding to

dividends. In 1999, the negative balance requiring to be

financed led to a net rise of EUR 78.5 million in the

financial indebtedness.

As a result of the improved cash-flow, the Group's debt/

equity ratio at the end of FY 2000 has been reduced to

0.79, compared with 0.98 at the end of 1999.

The financial structure of the Group evolved under the

effect of two factors:

Achievement of a net cash-flow of

EUR 281.4 million

2000 saw an increase of the order of 60% in cash-flow

before investments and financing operations, compared

with 1999. This represents an improvement of EUR 105.3

million compared with the previous year, when a net cash-

flow of EUR 176 million was achieved.

The increase is mainly due to:

the improvement of EUR 103.4 million in the gross

operating cash-flow compared with 1999, largely as a

result of the Group's operational performance;

the decrease of EUR 16.9 million in the operating

working capital requirement, reflecting better control of

operating flows.

However, it was held back slightly by:

a decrease of EUR 7.9 million in the financial cash-flow;

an increase of EUR 5.4 million in tax charges (exclud-

ing provisions).

Investment financing requirements of

EUR 186.2 million

Net acquisitions of tangible and intangible fixed assets

and establishment costs amounted to EUR 163 million,

compared with EUR 228.9 million in 1999. The major part

of the financing requirement was for industrial investments

(see “Capital Investments”, p. 38), which amounted to

EUR 144 million in 2000 compared with EUR 205.9 million

in 1999. Further, acquisitions net of financial fixed assets

and the net increase in loans granted came to EUR 23.1

million. The main operations were the raising of the

Group’s stake in Bor Glassworks (RU) from 26.2% to

36.4%; the sale of 40% of the Moustier N°4 float line to

Scheuten (NL); and the purchase by the Group of minor-

ity stakes in Glaverbel Services and AST.

DEBT/EQUITY

00

99

98

97

96

0.79

0.98

0.87

0.67

0.72

FINANCIAL CHARGES/SALES (%)

00

99

98

97

96

2.8

2.8

2.7

3.1

3.4

FINANCIAL OPERATIONS

GROUP'S DEBT STRUCTURE

LONG TERM 20.6%

SHORT TERM 79.4%

FIXED RATE 14%

FLOATING RATE 54%

FLOATING RATE WITH A CAP 32%

EUR 85%

CZK 15%

17

F U E L C O V E R A G E

The Group has a policy of covering its requirements for

low-sulphur heavy fuel oil. In 2000, 20% of fuel consump-

tion for the second quarter and 60% of the total require-

ments for the third and fourth quarters were covered in

this way, significantly reducing the financial impact of fuel

price rises during the year.

At the end of 2000, the coverage for forecast fuel con-

sumption in 2001 was as follows:

quarters 1, 2 and 3: 20%

quarter 4: 40%

These coverage ratios may be increased in the course of

2001, depending on market developments.

N E T F I N A N C I A L C H A R G E S S L I G H T LY U P

Disregarding the charge for amortisation of goodwill,

which remained stable at around EUR 8.3 million, the net

financial charges were up from EUR 34.1 million in 1999

to EUR 39 million in 2000, a rise of 14.4% compared with

the previous year. This is mainly due to the higher inter-

est rates in 2000, which led to a rise of EUR 6.9 million in

interest charges compared with 1999. However, the

increase in the Group's interest charges was offset by the

lower exchange rate losses, which were EUR 3.8 million

less than the previous year. In 2000, this item was mainly

determined by exchange rate losses in GBP and USD.

In the situation of rising interest charges, the Group was

nevertheless able to stabilise its net financial charges

(financial result), at 2.8% of sales.

M A N A G E M E N T O F T H E F I N A N C I A L

D E B T

The weighted average period of the Group's long-term

debts has remained stable at around five years, as at the

end of the year. In 2000, the Group was able to make a

bond issue at good conditions through its subsidiary

Glaverbel Czech, amounting to CZK 3 billion at a floating

rate. These bonds were placed with local investors.

R I S K M A N A G E M E N T

Interest rates

In order to take maximum advantage of the interest rate

structures, management of debt in 2000 as a whole was

mainly oriented towards a policy of floating rates,

obtained partly by means of rate swaps. The Group made

use of hedging instruments in order to cover the risk of

rate rises. The weighted average cost of financial debt –

all currencies taken together – works out at around 4.61%

for 2000, compared with 3.76% for 1999.

Exchange rate risks

The major part of cash operations within the Group is car-

ried out in currencies which are linked to the euro. As

regards the other currencies, the Group covers the

exchange rate risks mainly by forward buying and selling

of currencies. However, Group’s net positions in curren-

cies that are not linked to the euro (mainly USD, GBP and

CZK) remain limited.

Investments in the form of shareholdings in foreign com-

panies are not covered by exchange rate hedging

arrangements. Any currency fluctuations against the euro

affecting these investments give rise to an adjustment

which does not show up in the income statement, but

which instead appears in "Shareholders' equity" under

the heading "Translation adjustment".

On 31.12.00, the net equity of EUR 630.1 million was

mainly invested in assets in currencies that belong to the

euro zone, the main exceptions being investments in CZK

and RUB, representing 32.2% and 3.8% respectively.

18

SHAREHOLDER INFORMATION

Our vision

for our shareholders is to respect their confidence

and maximise the creation of value.

%05/88 05/90 05/92 05/94 05/96 05/98 05/00 04/0105/87

19

3 900 414 1 956 897 60.9% 55.0% 55.0%

2 507 521 1 428 744 39.1% 35.4% 45.0%

678 088 NIHIL 0% 9.6% 0.0%

7 086 023 3 385 641 100.0% 100.0% 100.0%

SHAREHOLDING STRUCTURE ON 31/12/2000

SHAREHOLDERS Number of On a "fully diluted"(2)

Number VVPR strips % % basis in % of of shares shares of vote of capital vote and capital

ASAHI GLASS Co., Ltd.

PUBLIC

GLAVERBEL SA (1)

TOTAL

(1) The voting rights attached to the shares held by Glaverbel SA have been suspended, and it will be proposed to the AGM to suspend the dividend entitlement of the shares held by Glaverbel SA. These shares are held to cover a convertible bond issue.

(2) If all of the convertible bonds are converted into shares.

CAPITAL ON 31/12/2000 SHARE PRICE TREND

ASAHI GLASS 55.0%

TREASURY SHARES 9.6%

PUBLIC 35.4%

AVERAGE SHARE PRICE, BRUSSELS STOCK EXCHANGE GLAVERBEL

20

SHARE PRICE TREND 1996 1997 1998 1999 2000

SHARE PRICE HIGH/LOW (SETTLEMENT MARKET) (EUR)

SHARE PRICE HIGH/LOW (SETTLEMENT MARKET) (BEF)

PRICE AT YEAR END (EUR)

PRICE AT YEAR END (BEF)

STOCK EXCHANGE CAPITALISATION (EUR MILLION)

STOCK EXCHANGE CAPITALISATION (BEF BILLION)

AVERAGE VOLUME TRADED DAILY ON THE SETTLEMENT MARKET

(IN NUMBER OF SHARES)

(EUR MILLION)

(BEF MILLION)

TOTAL NUMBER OF SHARES ISSUED AT YEAR END

TOTAL NUMBER OF SHARES IN CIRCULATION AT YEAR END

GROSS DIVIDEND YIELD IN % ON 31/12

CONSOLIDATED DATA PER SHARE 1996 1997 1998 1999 2000

(EUR)

NET CURRENT RESULT, GROUP’S SHARE (2)

NET RESULT, GROUP’S SHARE (2)

GROSS DIVIDEND


SHAREHOLDERS’ EQUITY, GROUP’S SHARE (3)

(BEF)

NET CURRENT RESULT, GROUP’S SHARE (2)

NET RESULT, GROUP’S SHARE (2)

GROSS DIVIDEND


SHAREHOLDERS’ EQUITY, GROUP’S SHARE (3)

P/E RATIO (2) (4)

PRICE/CASH-FLOW RATIO (2) (5)

PAY-OUT IN % (6)

(1) Including 290,840 new shares created by conversion of convertiblezero-coupon bonds.

(2) Calculated according to the number of shares pro rata temporis,excluding treasury shares.

(3) Calculated according to the number of shares extant at the close of theyear, including treasury shares.

(4) Price/Earnings ratio, i.e. the share price at the end of the year, dividedby net current income (Group’s share) per share.

(5) Price/Cash-flow ratio, i.e. the share price at the end of the year, dividedby net current income (Group’s share) plus depreciations, write-downsand provisions per share.

(6) Ratio of gross dividend to net result (Group’s share) per share.

76.85 - 95.69 89.24 - 149.98 88.50 - 149.98 81.50 - 116.50 58.05 - 90.0 79.75 - 99

3 100 - 3 860 3 600 - 6 050 3 570 - 6 050 3 288 - 4 700 2 341 - 3 631 3 217 - 3 994

91.35 143.78 112.79 85.70 79.75 99

3 685 5 800 4 550 3 457 3 217 3 994

620.7 1 018.8 799.2 607.3 565.1 701.5

25.0 41.1 32.2 24.5 22.8 28.3

5 500 6 600 5 796 3 995 4 259 5 568

0.47 0.60 0.72 0.38 0.32 0.50

18.9 24.3 29.2 15.3 12.9 20.4

6 795 183 7 086 023(1) 7 086 023 7 086 023 7 086 023 7 086 023

2 216 681 2 507 521 2 507 521 2 507 521 2 507 521 2 507 521

3.8 2.1 2.9 4.0 4.7

4.67 7.09 7.16 7.07 20.89

7.18 5.28 6.46 3.93 15.57

2.78 3.07 3.27 3.42 3.77

26.74 30.24 32.00 34.20 50.34

72.77 74.34 76.34 77.09 88.92

189 286 289 285 843

290 213 261 158 628

112 124 132 138 152

1 079 1 220 1 291 1 380 2 031

2 936 2 999 3 080 3 110 3 587

19.6 20.3 15.8 12.1 3.8

4.5 6.3 4.6 3.5 1.9

38.6 58.2 50.6 87.3 24.2

from 01/01 to 31/03/01

21

DIVIDEND 1996 1996 1997 1997 1998 1999 2000(interim) (interim)

GROSS DIVIDEND (EUR)

NET DIVIDEND PER SHARE

NET DIVIDEND PER SHARE ACCOMPANIED BY A VVPR STRIP

GROSS DIVIDEND (BEF)

NET DIVIDEND PER SHARE

NET DIVIDEND PER SHARE ACCOMPANIED BY A VVPR STRIP

DATE EX-COUPON

COUPON NUMBER

The dividends are payable at the following institutions: Fortis Bank, BBL, KBC, Petercam and Banque Degroof.

0.69 2.78 0.69 2.38 3.27 3.42 3.77

0.52 2.08 0.52 1.78 2.45 2.57 2.83

0.59 2.36 0.59 2.02 2.78 2.91 3.2

28 112 28 96 132 138 152

21 84 21 72 99 103.5 114

23.8 95.2 23.8 81.6 112.2 117.3 129.2

29/11/96 11/06/1997 12/01/1998 11/06/1998 11/06/1999 14/06/2000 05/06/2001

14 15 16 17 18 19 20

Dividend

While maintaining its capacity for internal financing of

growth, the Group aims to follow a long-term policy of

regular increases in its dividend, in line with the devel-

opment of its results. This policy nevertheless has to take

into account the cyclical nature of the glass industry,

although the Group strives to maintain the percentage

of the result paid out as dividends at a level equivalent

to the average for industries operating in comparable

sectors.

For financial year 2000, the Board of Directors will pro-

pose to the AGM of 30 May 2001 to pay a gross dividend

of EUR 3.77 (BEF 152) per share, i.e. 10.2 % more than for

1999.

The 2000 dividend will be payable as of 5 June 2001, on

presentation of coupon No. 20.

dividend date, the shares resulting from the conversion

will benefit from the 2000 dividend, full settlement being

made on payment of the dividend at the end of financial

year 2001. The total amount of the supplementary divi-

dend that could result from conversions would come to

EUR 2,555,023.09 if all the bonds in circulation were con-

verted.

Further information

Shareholders and investors may obtain copies of the

Annual Report of the Group, detailed accounts of Glaver-

bel S.A. and other information published by the Group,

all of which are available from:

Véronique Angel

Investor Relations

Tel.: 32 (0)2 674.33.00

[email protected]

The Annual Report of the Group, together with detailed

information on Glaverbel products, press releases pub-

lished by the Group since January 1995, and an Excel

spreadsheet with the most relevant figures, can be found

on the Glaverbel website at www.glaverbel.com

Profit allocation

The financial year has closed with a loss of EUR 15,661,713.19

compared with a profit of EUR 82,704,987.89 in 1999.

Taking into account the profit of EUR 111,397,516.75 car-

ried forward from the previous year, and the transfer of

EUR 1,214,678.27 to the tax free reserve, the profit avail-

able for allocation amounts to EUR 94,521,125.29.

The Board proposes the following allocation:

Dividends EUR 24,144,981.02

Profit to be carried forward EUR 70,376,144.27

EUR 94,521,125.29

In case of convertible bonds being converted into shares

between the date of the Board meeting and the ex-

22

Yann Arthus-Bertrand© - Outline of a hummingbird in Nazca - Peru.

2323

To supply the product and the services that

the customer expects, we must anticipate.

At Glaverbel, this concern for the customer

has brought the organisation close to the

market it serves. Its Divisions and Business

Units respond to the diversity of

requirements with a range of products

unparalleled on the market. Glaverbel owes

this richness not only to its own glassmaking

know-how but also to its customers, with

whom it explores new paths and creates

innovative products in a culture of quality.

The entrepreneur is essentially a visualizerand an actualizer... He can visualize something,

and when he visualizes it he sees exactly how to make it happen.

Robert L. Schwartz

24

NEWS OF THE DIVISIONS

Our vision

for our customers is to put our expertise at their disposal,

offering them the best solutions and committing ourselves,

in collaboration with them, to constant innovation.

25

BUILDING DIVISION R A W G L A S S

E X C E L L E N T P E R F O R M A N C E B Y H I G H

A D D E D VA L U E P R O D U C T S

With the recovery at the end of 1999 continuing into 2000,

the strong demand for glass throughout the year

absorbed the extra production capacities resulting from

new float production units starting up during the course of

the year. After several years of continually falling prices,

there was a corrective movement, with float glass prices

firming up through the year (see “Group Results”, p. 15).

Sales of high-yield glass (superinsulating glass for protec-

tion against cold) and laminated glass continued to

expand at a rate well above the market average. This

trend demonstrates the growing interest in solutions offer-

ing greater thermal insulation and security, supported by

incentive legislation in certain countries. The market for

patterned glass on the other hand remained stable.

Against this background, the Group enjoyed an increase

in its sales greater than the market average, with record

figures for sales of Stopsol (antisolar glass produced by an

on-line process) and shipments of laminated glass from

Athus (BE). Shipments of patterned glass also experi-

enced significant growth, but unlike other types of raw

glass these were not followed by significant price rises.

The Group decided to build a series of new facilities in

order to keep up with this growth in demand:

A fourth float line at Moustier (BE), in a joint venture

with Scheuten (NL). This will become operational in the

fourth quarter of 2001.

A coating unit for architectural glass in Retenice (CZ),

in a joint venture with Pilkington. This unit entered service

in December 2000.

A new laminated glass line at Retenice (CZ), due to

start up in June 2001.

In a further development, the refurbishment of one of the

two float plants at Bor (RU) demonstrates the Group's

determination to secure its strategy of leadership in Rus-

sia (see “Bor Glassworks”, p. 40).

I N N O VAT I O N S

2000 saw the introduction of the revolutionary Sunergy

glass (see “R&D”, p. 37). This hard-coated, low-reflection,

neutral-coloured glass offers high performance both for

solar protection and for insulation against cold. Such a

unique combination of properties gives customers the

best compromise between aesthetics, performance and

ease of processing. This major innovation also makes a

significant contribution to Glaverbel's reputation as a

glass expert and inevitable partner, and will enable the

Group to reinforce its position in the building industry.

In parallel, the Group introduced a range of blue-tinted

float glass with selective properties, from very light (Plani-

bel Azur) to very dark (Planibel PrivaBlue). These are des-

tined for the building and automotive sectors.

SALES TREND (EUR million)

BUILDING DIVISION (31/12/2000)

00

99

98

936.8

791.2

681.0

99 00SALES (EUR million) 791.2 936.8

EBIT (EUR million) 90.0 157.1

EBIT ON OPERATING CAPITAL EMPLOYED 12.9% 21.2%

WORKFORCE 6 405 6 381

Do they need A FAN inside ?

Or A TORCH ?

Sunergy® from Glaverbel

PUTS AN END to all ofto all of

your glazing DILEMMAS.your glazing DILEMMAS.

The right balance between light transmissionand heat transfer, featuring low reflection.

Do your clients need SUNGLASSES inside ?

in particular from Germany. It was also affected by the

reorganisation of the distribution chain, and by the ten-

sion on the labour market.

The results of the French subsidiaries started to recover

in 1999 and this trend was confirmed in 2000, thanks to

good cost control and the general health of the sector.

There was also a very significant improvement in the

results of Glaverbel Lodelinsart, which specialises in sup-

plying large construction sites around the world. It expe-

rienced an increase in sales of antisolar products and

volumes of double glazing. Moreover, the greater flexi-

bility of its production facilities enabled it to begin coat-

ing of automotive glass.

In central Europe, Glaverbel Czech continued to expand

on the Czech, Polish and Slovak markets, through the

intermediary of its subsidiaries. Glavostav for its part was

also very active, both in the residential sector and in the

large construction projects sector.

O P T I M I S T I C P R O S P E C T S F O R 2 0 0 1

The first months of activity in 2001 are in line with the

trend for the past year. The business unit will invest in

improving the performance of its subsidiaries, which are

still not profitable enough. Given the further expansion of

its product mix, and assuming the present level of ship-

ments holds up, the business unit expects its results to

increase by the end of 2001.

26

Finally, the Glaverbel website has been revamped. The

website now has become an important medium for con-

sulting the Group’s product range. The new site will also

host a pilot e-business project for making data available

to customers.

F AV O U R A B L E I N D I C AT I O N S F O R 2 0 0 1

While the rate of growth in 2001 will probably be slightly

lower than the previous year, the current balance

between production capacity on the one hand and

demand on the other should help to keep prices at a

high level. With new production investments coming on-

line and improvements being made in the supply chain,

the Group will be able to benefit fully from the good

state of the economy during the present year.

A R C H I T E C T U R A L G L A S S

G E N E R A L G R O W T H I N R E S U LT S

The architectural glass activities benefited from the buoy-

ant market, achieving significantly better commercial and

operational performance despite the continuing sharp

competition. The sustained demand was also driven by a

trend towards more sophisticated products combining

laminated, anti-solar and fire-resistant glass. At the same

time, sales of high-yield superinsulating glass (for protec-

tion against cold) continued to expand in volume, while

new products were added to the range.

Unlike the favourable Belgian market, where Group

subsidiaries made good results, the market in the

Netherlands was affected by imports of insulating glass,

27

substandard profitability of the plant. A technical centre

was also set up at the Fleurus site, with the aim of giving

the division greater clout by concentrating all the skills

and resources involved in model development, from

original design to putting into full-scale production.

Finally, the last months of the year saw the powering up

of the magnetron plant in Mol (BE), destined for applying

antisolar coatings to automotive glass (Iris windshields).

This technological advance has already led to commer-

cial success, with models enjoying high penetration.

B U T. . . P R O F I TA B I L I T Y S T I L L T O O L O W

Despite the efforts made, the division's profitability of

the year as a whole was still well below the objectives for

the Group (see “Group Results”, p. 15). An action plan

was therefore drawn up, with the aim of raising the ratio

of EBIT to operating capital employed to 12% by 2003.

The action plan concentrates on five areas for improve-

ment:

Sales, by raising volumes and prices thanks to prod-

ucts with high added value (Iris) and the introduction of

new models.

Production, with measures aimed at raising the effi-

ciency in each plant.

R AT I O N A L I S AT I O N E F F O R T S

The market in this sector remained static in 2000. The

growth of around 3% in central and eastern Europe was

not enough to make up for the slight contraction in auto-

motive production (down by about 0.5%) in western

Europe. Added to this, the poor commercial perform-

ance of certain models led to a slight fall in Splintex sales.

The division further pursued its efforts aimed at rational-

ising its production facilities, introducing a unified pro-

duction management system for all its plants. A redun-

dancy plan was implemented in stages at Fleurus (BE)

during the second half of the year, aimed at raising the

AUTOMOTIVE DIVISION


AUTOMOTIVE DIVISION (31/12/2000)

00

99

98

449.4

456.0

282.4





28

I M P R O V E M E N T E X P E C T E D I N 2 0 0 1

While the rate of growth in the western automotive indus-

try will probably flatten out compared with the two previ-

ous years, the division nevertheless expects a significant

improvement in its results. This expectation is justified by:

Its good positioning with current models.

Improved operating performance with the first year of

its three-year plan for raising productivity.

The commercial prospects opened up by advances in

glass coating technology (Iris windshields).

Technical facilities, with investments in higher produc-

tivity.

Overheads, with large savings being obtained through

rationalisation and centralisation of certain departments.

Outsourcing, with the development of partnerships in

order to raise the profitability of the activities.

Baptised “Three years to win”, this plan is supported by

a large-scale communication plan aimed at all those

involved, alerting them to the implications of the plan and

putting across a shared vision.

M I D D L I N G R E S U LT S F O R A R G

The ARG (automotive replacement glass) market suffered

from the transport strikes in the month of September

2000, so that after a very dynamic year in 1999 it con-

tracted in 2000 as a whole. But despite this deterioration

in the market, the business unit managed to maintain its

level of sales. Its profitability was nevertheless down on

the 1999 level, due to the difficulties in starting up its new

storage and distribution centre at Cuneo (IT), the nerve

centre of its organisation.

29

V E R T E C B U

G O O D R E S U LT S A N D N E W

O P P O R T U N I T I E S

The market was sustained throughout the year, both in

thin glass for liquid crystal displays and in Matobel non-

reflecting glass. The strength of the dollar – in which

most of the business unit’s sales are invoiced - had a

favourable impact on results in 2000 compared with 1999.

Stocks were built up to an unprecedented level in 2000,

in order to permit the shut-down in September of the

Mol furnace, which specialises in thin glass and had to be

repaired. This enabled the strategic market requirements

to be successfully covered during nine months in 2001.

While the first part of 2001 saw a slowdown in demand

for LCD glass, demand continued at a high level in other

sectors. The Mol float plant will yield higher quality when

it restarts in March 2001. This will open up new opportu-

nities for development and diversification of processing

activities, both in Mol (Belgium) and in Shenzhen (Peo-

ple’s Republic of China).

M I R R O R S B U

C O N V I N C I N G R E S U LT S F O R

U N P R O C E S S E D M I R R O R S

Factors contributing to improved performance in the

unprocessed mirrors sector included:

Higher volumes on the central and eastern European

markets, and on the overseas export markets.

The steady recovery in prices.

Better control of production costs, despite the higher

cost of raw materials such as silver and in particular pal-

ladium.

A coherent commercial policy, taking advantage of

the geographically well spread out production sites in

Europe, together with a range oriented towards products

with higher added value.

High quality and patented technology, leading to

licensing and exchange agreements.

Despite the persistent rise in prices of raw materials, the

first months of 2001 continued the favourable trend in

activities during 2000. The Group’s position and image as

a leader which it has acquired worldwide in this sector

should help to consolidate its performance over the year

as a whole.

INDUSTRIES DIVISION


INDUSTRIES DIVISION (31/12/2000)

00

99

98

281.6

249.6

235.2





30

I N D U S T R I A L P R O D U C T S B U

F I R E - R E S I S TA N T G L A S S I N T O P F O R M

Operating in a continually expanding market, the fire-

resistant glass activities at Seneffe (BE) experienced a

large increase in results. These exceeded the targets for

2000, despite the production facilities having reached

their capacity ceiling.

The buoyant economic situation should continue in 2001,

presenting new opportunities in central Europe and over-

seas. In order to make up for the lack of capacity in a rap-

idly-expanding market, the business unit decided to set

up a new fire-resistant glass production unit at Olovi (CZ),

with start-up scheduled for the end of 2001. This will

enable the Group to cover European markets from two

complementary production sites.

S P E C I A L G L A S S I M P R O V I N G

In the field of special glass, especially types of glass with

high added value for the transport sector (trains, ships etc.)

the reorganisation of the Seneffe activities at the end of 1999

combined with greater selectivity of sales led to a significant

improvement in the results of the business unit. The per-

formance of the Aniche (FR) workshop was also excellent.

G O O D R E S U LT S F O R P R O C E S S E D

P R O D U C T S

The business unit’s previous good results for processed

mirrors and glass for the furniture sector continued

throughout 2000, thanks among other things to the excel-

lent reputation enjoyed by its products in particular

niches, together with the very complete range of equip-

ment in all of its workshops. On this strong basis, the busi-

ness unit will continue its policy of diversifying its cus-

tomer base and turning out products with high added

value in 2001.

… A N D F O R R E A R - V I E W M I R R O R S

The continuous growth enjoyed by the business unit over

the past few years continued in 2000, despite a trend

towards concentration among the automobile parts sup-

pliers who are its customers. This improvement was

mainly due to the good position occupied by the Group

in the expanding markets of France and Spain. Produc-

tivity gains in 2001 will partially make up for the price

pressure exerted by carmakers.

31

In addition to further reorganisation at Seneffe, 2001

should see a redeployment of glass assembly capacities

with the setting up of a production joint venture at

Padua (IT) in collaboration with the Sunglass company,

specialising in curving of glass.

C E R A M I C W E L D I N G B U

R E C O V E RY I N L E V E L O F A C T I V I T Y

This Business Unit managed a significant recovery in its

results compared with the previous year.

The activities carried out at Glaverbel Roux (BE), namely

production of materials and ceramic welding repair*,

enjoyed significantly improved performance thanks to

growth in demand for these materials, with productivity

improving constantly as a result.

Operations by the Fosbel group also experienced a large

improvement in productivity, thanks to an in-depth

restructuring programme and recentering of the Fosbel

activities. (Fosbel is a joint venture between Glaverbel

and Foseco-Burmah Castrol, set up to market the ceramic

welding process, with the latter company being responsi-

ble for management.)

* Process developed by Glaverbel for hot repair of furnace refractories.

A P P L I A N C E G L A S S B U

The Schott-Glaverbel joint venture with its eight sub-

sidiaries in Europe and Brazil turned in a repeat perform-

ance of the previous year’s poor figures. While sales vol-

umes were on target, the appearance of new competitors

in this sector put prices under heavy pressure. To this

were added the effects of implementing the restructuring

plan at Termofrost, which proved more difficult than antic-

ipated, so that overall the business unit’s results were well

below expectations.

Yann Arthus-Bertrand© - Dromedary caravans near Nouakchott - Mauritania.

3232

Pioneering. Launching revolutionary products.

Not just because they are new, but also because

they represent progress.

This history of Glaverbel mirrors that of glass

and its progress. Applied to all fields of flat

glass, this innovative drive has resulted in a

whole new generation of glass products for

the third millennium:

the MNGE copper-free, lead-free ecological

mirror, recognised worldwide as a major advance;

the Iris coated windshield, leading the way

for others to follow in the automotive industry;

the revolutionary Sunergy glass, with its

unique combination of properties.

An illumination is merely the mind’s sudden vision

of a slowly prepared path.

Antoine de Saint-Exupéry

33

34

INVESTMENTS FOR THE FUTURE

Our vision

for our personnel is to provide an environment that promotes

individual responsibility, skills development and communication,

while affirming a Group spirit that respects national cultures.

35

The task facing us is to unite the various activities with

their very different cultural facets. To achieve this, efforts

focused on promoting a shared vision of human

resources management, so as to create a Group spirit

imbued with the same values. These efforts took three

main forms.

S E T T I N G U P A E U R O P E A N S T R U C T U R E

From being a centralised, monocultural organisation 10

years ago, the Group has now become a multicultural

organisation structured into trans-European divisions and

business units, with management responsibility being

delegated in an empowering manner.

This had led to the setting up of a network of national HR

managers covering seven European countries. The struc-

ture functions at three geographical levels, namely Euro-

pean (acting through the international HR-IN network),

national and local (acting through HR managers). It thus

takes account of operational realities through transversal

policies carried out at Group level, and permits informa-

tion to be exchanged regarding “best practices” in HR

management.

HUMAN RESOURCES D E V E L O P M E N T O F T O O L S F O R

M A N A G I N G H U M A N C A P I TA L

Based on self-contained, different systems at national

level, the Group now has at its disposal a fully-integrated

European model for managing its executive staff, cover-

ing around 1,500 people. This all-embracing strategy is

based on:

a shared system of job evaluation, which is the same

whatever the activity or the country in which it is carried

out;

a single method for recognising individual perform-

ance in relation to the objectives set, and for monitoring

professional development;

a remunerations policy comprising a fixed portion

which is competitive on the national market, plus a vari-

able portion linked to the Group’s results and the person’s

individual performance;

an ongoing training programme to suit the executive’s

degree of responsibility (junior, middle or senior);

a forecasting system for human potential in the form of

a “potential map,” which permits the development of tal-

ents and ensures the efficacy of succession plans.

BELGIUM FRANCE SPAIN CZECH REP.

NETHERLANDS ITALY OTHER WESTERN EUROPE ASIA

00 (1) (2)

99 (1) (2)

98 (1) (2)

97 (1) (2)

96 (1)

12 547

12 841

12 897

10 025

9 727

BREAKDOWN OF PERSONNEL BY GEOGRAPHICAL REGION

(1) Including 50% of the personnel of the Schott-Glaverbel joint venture.(2) Excluding Bor Glassworks, which employed 4,930 people at the end of 2000.

At the end of the year

36

SAFETY AND QUALITY

Security and quality are recognised as essential factors in

the development of the Group. Security is coordinated by

a central corporate department headed by a European

safety manager. This person directs an organisation struc-

tured by Divisions, each with a single Divisional safety man-

ager assisted by heads of safety in each plant. The safety

programme was given new impetus with the introduction

of the SPM (Safety Process Management) project, as part of

the constant process of raising safety levels. The project

requires a firm commitment from management, while its

actual application is dependent on line managers.

As regards quality, this is now managed by the Divisions

and Business Units of the Group, as the result of a process

of progressive decentralisation. In this connection, the

Automotive Division plants have begun the process of ISO

14001 certification, already obtained in 2000 by Splintex at

Roccasecca (IT) and Splintex Czech in 2001.

In addition to this system designed to motivate people

and bring them together, the Group pursued the devel-

opment of “e-HR”, with the publication of job vacancies

and training programmes internally, and recruitment

externally.

K N O W L E D G E O F E C O N O M I C A N D

S O C I A L I S S U E S

The Group promotes direct contact by organising meet-

ings in different countries attended by the Chairman and

members of the Executive Committee, for the purpose of

exchanging challenges and sharing the concerns of

employees. This resulted in identical information being

communicated to the 1,500 executives, personnel repre-

sentatives and union organisations, in most cases

directly.

Further, a declaration of intent was made in March 2000

on the subject of a collective agreement to set up a Euro-

pean Works Council, under the name of “Euroforum

Glaverbel”. Euroforum Glaverbel has a total of 60 mem-

bers drawn equally from both sides of industry, and will

hold its first plenary session in June 2001.

COMMUNICATION

As with all key departments within the Group, communi-

cation is organised into a network of national managers

in each country where the Group has a significant pres-

ence. In addition to promoting local communication

efforts, this network provides an efficient way of continu-

ally passing on information between the Group and its

various audiences, both internal and external. The com-

munication is carried out within a well defined frame-

work. In this way it helps to ensure cohesion, while inter-

nally it gives expression to the independent operation of

the different units within the Group.

As part of this system, various new projects have been

carried out in the past few years with a view to creating a

shared spirit. These include:

a visual identity guide for the Group and all its com-

ponents, in order to increase the level of recognition

through its name and logo;

the introduction of a corporate magazine, together

with various local newsletters;

development of electronic communication media

(websites and intranet).

37

RESEARCH & DEVELOPMENT

Group R&D expenditure in 2000 amounted to EUR 13.1

million (BEF 528 million).

A big commercial breakthrough came in 2000 with the

introduction of the revolutionary Sunergy glass, the culmi-

nation of a major research programme that began in the

early 1990s, based on CVD (Chemical Vapour Deposition*)

technology. Sunergy is a hard-coated, low-reflection, neu-

tral-coloured glass that combines antisolar properties with

insulation against cold.

Other major R&D achievements included:

A range of blue selective glass for the automotive and

building industries.

The Stopray Carat coated glass, which supplements

the range of neutral-coloured, high solar protection glass

for the building industry.

A superinsulating coated glass capable of being tem-

pered.

A type of glass with fire resistance of more than 60

minutes, with double-glazing made up of tempered,

coated glass.

Also in 2000, a two-pronged approach was adopted with

the aim of broadening the Group’s portfolio of innovative

projects with high potential. The first of these is to inten-

sify the proactive marketing in the automotive sector, in

order to better anticipate the long-term requirements of

manufacturers and translate them into research projects.

The other is to give renewed impetus to creative, long-

term research.

* An on-line coating process which consists of exposing the hot surface of

the float glass to gases which react to form a solid coating.

ENVIRONMENT

Taking account of environmental questions in the indus-

trial development of the Group is a duty of citizenship

which is increasingly demanded by all of our stakeholders,

internal and external.

The Group has set up an environment management sys-

tem to meet standard ISO 14031, based on environmen-

tal indicators (air, water, waste, energy and packaging).

When applied to the main production plants in the Group,

this gives an overall view of the industrial impact on the

environment.

Contributions by the Group to sustainable development

include:

The renovation of the fume scrubbing system at Mol

(BE).

Completion of a waste water purification system at Bor

(RU), completely eliminating discharges into the Volga

and reducing the amount of water taken from the river by

50%.

Investment in water purification systems at Barevka

and Kryry (CZ) and Aniche (FR).

Finally, the reference document for the glass sector was

published in 2000, presenting the “best available prac-

tices” for reducing emissions by the industry within the

EU, in line with the IPPC directive (Integrated Pollution

Prevention and Control).

38

Capital investments amounted to EUR 144 million (BEF

5,809 million). Details of these investments, which were

mainly financed out of cash-flow, will be found in the sec-

tions of this report concerning the activities of the indi-

vidual Divisions. They were mostly put into operation by

the Group’s engineering department. The main such

operations in 2000 were:

The start-up of the new Sagunto (ES) float plant in

March.

Production start-up of Iris coated windshields at Mol

(BE) in September.

Installation of a coating unit for architectural glass in

Retenice (CZ), which entered service in December 2000.

Repair of the Mol float plant, which started up again in

March 2001.

Other, smaller-scale investments were carried out to

increase the production capacity and/or improve the pro-

ductivity of various architectural subsidiaries within the

Group.

In 2001, the Group will carry out some EUR 180 million

(BEF 7,260 million) of capital investments, targeted at

raising productivity and improving its position on certain

markets. These investments will be financed out of cash

flow, and will mainly concern:

Installation of a line for producing laminated glass in

large sheets at Retenice (CZ), with start-up planned for

June.

Construction of a fourth float plant in Moustier, sched-

uled to enter service at beginning of the fourth quarter,

and finalisation of the industrial revamping operation at

Boussois (FR).

Expansion of the mirror capacity at Kryry (CZ), with

start-up planned for September.

Setting up of a laminated windshield production line

for the ARG (automotive replacement glass) market, at

Chuderice (CZ), in September.

Setting up of a fire-resistant glass production unit at

Olovi (CZ), due to become operational in October.

Installation of a tempering furnace at Splintex in

Roccasecca (IT), to enter service in June 2002.

CAPITAL INVESTMENTS

WESTERN EUROPE CENTRAL EUROPE OTHER

00

99*

98

97

96

144.0

205.9

96.0

103.5

102.9

CAPITAL INVESTMENTS (EUR million)

* New consolidation scope, following the merger with PPG Glass Europe.

39

Bor Glassworks is the largest Russian producer of flat

glass by the float process (two lines with a total capacity

of around 1,100 tonnes/day) and of automotive glass

(capacity of around 900,000 sets/year).

In 2000, the Group increased its stake in the company

from 26.2% to 36.4%. Glaverbel also acts as the indus-

trial operating partner at the head of a consortium of

shareholders, made up mainly of the IFC and EBRD

development banks, which controls more than 85% of

the company.

BOR GLASSWORKS

Our vision

for our partners is to involve them as

players in our global, innovating project.

40

G O O D F I N A N C I A L Y E A R I N 2 0 0 0

The Russian economy in 2000 performed well overall,

with GDP rising by more than 7.5% and industrial pro-

duction up by 9%. Inflation ran at an average rate of

20.8%, down from 36.7% in 1999, while the rouble

gained in value against the euro.

In this favourable economic situation, Bor Glassworks

closed financial year 2000 with performance strongly up.

The Bor financial statements as at 31 December 2000

(summarised below) are drawn up according to interna-

tional accounting standards (IAS), and have been certi-

fied without qualification by the Arthur Andersen firm of

auditors. In particular, they allow for the impact of infla-

tion.

The gross margin has risen from 31% in 1999 to 43% in

2000. The operating result is up to 30% of sales, com-

pared with 15% in 1999. This improvement in operating

performance is largely due to the significant increase in

float glass prices, which followed the same trend as in

Western Europe. Average prices for laminated and tem-

pered automotive glass for their part remained stable

overall.

It is worth noting that the good results for the float activ-

ity were achieved despite the shutdown for repair of the

No. 2 float line for a period of six months. The repair,

costing some USD 20 million, was the largest investment

in the company since it joined the Glaverbel Group.

Apart from modernising the production capacities, this

raised the capacity from 550 to 620 tonnes/day. The

yields of the automotive and float glass lines have also

been significantly improved.

Finally, the ongoing efforts at downsizing enabled the

workforce to be reduced by 435 to a figure of 4,930 at

the end of 2000.

The company’s net result has also been influenced by the

reduction in the positive financial result compared with

1999, as a consequence of financial charges associated

with the financing of these investments. It has also been

affected by provisions for deferred taxes; these were cal-

culated according to international standards on the basis

of a 35% tax rate, as compared with 30% in 1999, to

allow for the fact that the regional tax authorities are

empowered to raise the tax base by 5%. However, the

increase in the company’s taxation burden should remain

limited, thanks to tax incentives granted by the regional

authorities in recompense for the investment plan.

The contribution by Bor Glassworks to the Group’s con-

solidated results amounts to EUR 5.6 million, allowing for

the increase in the stake from 26.2% to 36.4% over a

period of three months. The combined effects of inflation

and the rise in the rouble against the euro generated a

positive translation adjustment, contributing an increase

of EUR 2.92 million to the Group equity.

E N C O U R A G I N G P R O S P E C T S

The performance for the first quarter of 2001 remains

favourable, despite a slowdown in activity during the win-

ter months. Although it is difficult to make forecasts in the

Russian situation, the Group expects its production and

sales volumes to increase over the year as whole, since

there will not be any cold repairs to be made in 2001.

The Group will continue its modernisation efforts in 2001,

with among other things:

Installation of a new laminated glass line with a capac-

ity of 800,000 windshields per year, representing a total

investment of USD 15 million.

Preparation for repair of the No. 1 float line, planned

for the beginning of 2002.

Large IT investments, to equip the company with

high-powered, integrated software for accounting, com-

mercial management and production management.

41

3 025 554 113 147 2 149 321 80 379

251 473 9 404 708 209 26 485

883 227 33 030 746 771 27 927

2 347 167 87 777 2 050 045 76 666

2 065 097 77 229 1 812 588 67 786

892 664 33 383 565 766 21 158

625 546 23 394 271 231 10 143

407 831 15 252 304 584 11 391

776 014 29 021 408 862 15 290

BALANCE SHEET (in thousand) 31 December 2000 31 December 1999RUB EUR (1) Inflated RUB (2) EUR (1)

TANGIBLE AND INTANGIBLE FIXED ASSETS

NET CURRENT ASSETS

PROVISIONS

SHAREHOLDERS’ EQUITY

INCOME STATEMENT (in thousand) 31 December 2000 31 December 1999RUB EUR (1) Inflated RUB (2) EUR (1)

SALES

GROSS MARGIN

OPERATING INCOME

NET RESULT


NUMBER OF PERSONNEL

00

99

98

97

4 930

5 365

6 009

6 304

(1) Exchange rate on 31.12.2000: EUR 1 = RUB 26.74(2) Figures inflated by 20.1%, corresponding to the rate of inflation in Russia for 2000.(3) Operating income + depreciation and amortisation

At the end of the year

43

The Group’s desire on behalf of its human

talents is for each person to become recognised

as a top professional in his or her field of

activity. This is our vision for people within

the Group. Training, communication and

empowerment are the paths that lead towards

this goal. Training helps people to acquire

the necessary skills and develop the required

attitudes. Communication enables each

individual to participate more fully in

the dynamics of the enterprise.

And empowerment motivates people

and continually enriches their experience.

Our visionsbegin with our desires.

Audre Lorde

44

Following recommendations by the Belgian market

authorities regarding the “best practice” to be observed in

matters of corporate governance, the Group implemented

various procedures, resulting in the following situation:

R E S P O N S I B I L I T I E S O F T H E B O A R D O F

D I R E C T O R S

The Board of Directors is the company’s highest manage-

ment body. It controls the financial situation of the com-

pany. It approves the six-monthly and annual accounts, as

CORPORATE GOVERNANCE

45

There is a clear separation between the responsibilities

exercised by the Board of Directors and those of the

Executive Committee.

Moreover, the company set up a reporting system several

years ago, concerning the day-to-day management and

the situation of subsidiaries and shareholdings; the

reports are available to all directors, who receive sum-

maries on the occasion of Board meetings and Audit

Committee meetings. The most significant information is

communicated to directors in the form of spreadsheets

and budgets.

Further, all directors have access to the advice and serv-

ices of the secretary to the Board, who is responsible for

procedures relating to the operation of the Board and

compliance with regulations.

Notwithstanding the fact that the positions of Vice-Chair-

man of the Board and Chief Executive Officer are held by

the same person, the independence of the Board is guar-

anteed by the presence of experienced, independent

directors with recognised authority.

Former directors may be given the title of honorary direc-

tor by the general meeting of shareholders; as such they

may be invited by the Chairman or Vice-Chairman of the

Board of Directors to participate in its deliberations in a

consultative capacity.

The total remunerations awarded to directors amounted

to EUR 39,305 for services rendered from 26.05.1999 to

30.05.2000, and to EUR 42,241 for services to be ren-

dered between 31.05.2000 and 29.05.2001. The mem-

bers of the Board and of the Executive Committee do not

have any personal interest in transactions carried out by

Glaverbel S.A. of an unusual nature or under unusual con-

well as the consolidated accounts. The Board defines the

strategic objectives of the company. It examines the

investment plans on a case by case basis, and approves

important projects.

It is responsible for all decisions that go beyond day-to-

day management, and for all development, reorganisa-

tion and restructuring projects. It approves the resources

to be employed for attaining these objectives.

C O M P O S I T I O N O F T H E B O A R D O F

D I R E C T O R S

The Board of Directors assures adequate representation

of the interests of all shareholders. On 30 May 2001 it will

have 11 members, made up as follows: six representa-

tives of the majority shareholder Asahi Glass Corporation

Ltd., three independent directors and two members of

the Executive Committee.

The directors are appointed in accordance with the pro-

visions of the Articles of Association for a maximum

period of 6 years; their period of office is not automati-

cally renewed. The age limit for membership of the

Board is 75 years. No appointments committee has been

set up, because the Directors representing the majority

shareholder are appointed internally by it. Furthermore,

the resignation or reappointment of independent direc-

tors is dealt with as a special item on the agenda of the

Board of Directors.

There are no other particular rules differing from the pro-

visions of the Companies Code.

As regards independent directors, the latter are co-opted

by the other directors, according to their skills.

F U N C T I O N I N G O F T H E B O A R D O F

D I R E C T O R S

The Board of Directors may only debate the items on the

agenda, and then only if at least half of its members are

present or represented. Any director may, by simple let-

ter, telegram or fax, appoint another member of the

Board to represent him and vote in his name. One direc-

tor may represent several others. Any director may par-

ticipate in Board meetings, express opinions and vote by

telephone, teleconferencing or any other modern means

of communication, provided at least two directors are

present in person at the place stated in the convening

notice. If an artificial person is elected as director, it must

appoint a physical person to exercise the functions of the

directorship.

Resolutions are taken by a simple majority of votes. In

case of a tie, the vote of the person chairing the meeting

is preponderant.

In the case of inability of a director to attend meetings or

take part in the vote in accordance with article 523 of the

Companies Code, the required quorum is considered as

present if it was already so before the director’s depar-

ture, and resolutions can be validly taken by a majority of

the remaining directors. In case of an emergency and in

the interests of the company, the Board is able to carry

out its deliberations in writing in accordance with article

521 of the Companies Code.

During the past year, the Board of Directors met three

times. Apart from strategic and one-off decisions, it reg-

ularly examined reports on the development of the

Group, its business units and main subsidiaries, as well

as matters concerning human resources and risk man-

agement.

46

ditions, and do not benefit from any loans or guarantees

accorded by the company.

No director of Glaverbel S.A. holds registered shares in

the company.

There are no particular rules for holding the office of

director.

A U D I T C O M M I T T E E

In order to prepare the work of the Board of Directors

and assist it in carrying out its functions, an Audit Com-

mittee has been set up within its membership. This com-

mittee, made up of three non-executive directors, the

majority of them independent, is tasked with assisting

the Board in its supervisory duties. To this end, it analy-

ses in particular all financial information communicated

to the Board, receives the audit plan, and closely moni-

tors the evaluation of risks. The external auditor, internal

auditor, chief financial officer and secretary to the Board

regularly attend meetings of the Committee. The Audit

Committee meets at least twice per year, and its deci-

sions are taken by unanimity of votes. The Audit Com-

mittee met four times in 2000. Its chairman reports to the

Board of Directors. The members of the Audit Commit-

tee are Messrs. Osamu Wada, Philippe Bodson and Her-

man Daems.

D AY- T O - D AY M A N A G E M E N T

The Board of Directors has entrusted day-to-day man-

agement of the company, together with the task of rep-

resenting the company in connection with this manage-

ment, to Mr. Luc Willame, who bears the titles of Manag-

ing Director and Chief Executive Officer.

The Executive Committee is responsible for day-to-day

management of the company. It proposes strategic

options to the Board of Directors, and defines specific

policies.

The Executive Committee, which acts collectively, meets

weekly.

The total amount paid to members of the Executive

Committee was EUR 1.8 million. A large proportion of

this amount (around 25%) is variable and is linked to per-

formance, in terms of EBIT (earnings before interest and

taxes) compared with the budget and the previous year’s

figure, and in terms of ROCE (return on capital

employed) compared with the objective.

The members of the Executive Committee participate in

the company’s stock option plan which was set up at

European level for senior managers in the Group. 36,060

options were granted to members of the Executive Com-

mittee, out of a total of 100,000.

R E M U N E R AT I O N C O M M I T T E E

A Remuneration Committee has been set up, comprising

Messrs. Shinya Ishizu and Philippe Bodson. This commit-

tee formulates recommendations on the remuneration of

the CEO and of the Executive Committee members. The

Remunerations Committee meets once per year during

the month of March; other meetings may be held as nec-

essary.

P R O F I T A L L O C AT I O N P O L I C Y

(See “Shareholder Information”, p. 21)

R E L AT I O N S W I T H T H E M A J O R I T Y

S H A R E H O L D E R

There are collaboration agreements between the majority

shareholder and Glaverbel in the field of research &

development. However, all dealings between Glaverbel

and its majority shareholder are carried out at arm’s

length. The independent directors systematically examine

all transactions between Glaverbel and the majority

shareholder; this examination is carried out in particular

by the Audit Committee.

R E L AT I O N S B E T W E E N S H A R E H O L D E R S

We do not have any knowledge of compacts between

shareholders.

E Q U I VA L E N C E O F S H A R E S

The capital of Glaverbel S.A. is represented exclusively

by ordinary shares. There are no preference shares or

founders’ shares. The voting rights of the 678,088 shares

acquired as a result of the merger by absorption of the

company Savoir Verre S.A. have been suspended in

accordance with article 622 of the Companies Code. The

Group does not have any cross-holdings with its share-

holders.

47

B O A R D O F D I R E C T O R S

Shinya Ishizu, President (1)

President of Asahi Glass Co., Ltd. since June 1998. He

joined Asahi Glass in 1962, and became a director of that

company in 1994. He held successive posts as Head of

the High Performance Ceramics Division and of the

Fukuoka and Osaka sales branches, and as Director of

Corporate Planning. He was appointed director of Glaver-

bel on 1 September 1999. His term of office expires at the

end of the 2002 AGM.

Luc Willame, Vice-Chairman, Managing Director,

Chief Executive Officer (2)

Joined the company as Vice-President Finance in 1982.

Appointed director on 31 May 1989, Managing Director

and Chief Executive Officer on 1 October 1989, and Vice-

Chairman of the Board on 29 May 1991. He is President

of the Belgian Federation of Glass Industries, and a mem-

ber of the Board of Directors and the Management Com-

mittee of the Federation of Belgian Companies, of which

he was appointed Vice-President in May 1999.

He is also a director of Banque Artesia, Groupe Cockerill

Sambre, Union Wallonne des Entreprises (UWE), Société

Régionale d’Investissement de Wallonie (SRIW) and the

Office for Foreign Investors in Wallonia (OFI). His term of

office as director of Glaverbel expires at the end of the

AGM in 2003.

Osamu Wada, Vice-Chairman (1)

Joined Asahi Glass Co., Ltd. in 1963, successively holding

the positions of Manager of the International Planning

Department, General Manager of the International Plan-

DIRECTORS, MANAGERS AND AUDITORS

Jacques RysmanIndustrial Director, Raw Glass

Guy MaugisVice-President,

Automotive Division

Pierre ChenuVice-President,

Industries Division

André HecqVice-President, Research & Development

Arthur UlensVice-President,Building Division

Yves SchoonejansVice-President, Finance

Michèle GillotVice-President, Human Resources & Communication

Luc WillameChief Executive

Officer

48

ning and Administrative Division and General Manager

of the International Division, before becoming President

of Asahi Glass America Inc. He was appointed director of

Glaverbel on 27 May 1998. His term of office expires at

the end of the 2002 AGM.

Philippe Bodson (3)

Managing Director of Lernout & Hauspie since 16.01.2001.

He has been a senator for the Liberal party since June

1999, elected by the Francophone electoral college. He

is President of Diamant Boart, Barconet, Source Power

Net and Free Fair Post Initiative, and Vice-President of

Winthershall. He is also on the board of Compagnie

Immobilière de Belgique, British Telecom Belgium and

l’Echo. He is Co-Chairman of the Advisory Board of Pri-

vast. He is Honorary Chairman of the Federation of Bel-

gian Companies. He was appointed director of Glaverbel

on 8 February 1980. His term of office expires at the end

of the 2001 AGM.

Herman Daems (3)

Chairman and CEO ad interim of Gewestelijke Invester-

ingsmaatschappij voor Vlaanderen (GIMV), and Chair-

man of the Board of Barco SA. He is also a director of

Telenet S.A, BIAC (Brussels International Airport Com-

pany) S.A., Coware Inc. and GITP International. He is a

partner in Horringa & De Koning in the Netherlands (a

company which is a member of the Boston Consulting

Group). Professor Extraordinary of International Man-

agement and Strategy at the University of Leuven (BE).

He was appointed director of Glaverbel on 1 Septem-

ber 1998. His term of office expires at the end of the

2006 AGM.

Katsuyoshi Kawaharazuka (1)

General Manager of Human Resources Planning with

Asahi Glass Co., Ltd. since 1998. He joined Asahi Glass

in 1972. He was appointed director of Glaverbel on 1

September 1999. His term of office expires at the end of

the 2001 AGM.

Takashi Matsuzawa (1)

Head of Finance and Accounting with Asahi Glass Co.,

Ltd. since 1998. He joined Asahi Glass in 1968, and

became a director of that company in 1999. He was

appointed director of Glaverbel on 1 September 1999.

His term of office expires at the end of the 2004 AGM.

Masao Miyahara (1)*

Director of Asahi Glass Co., Ltd. since 1997 and Manager

in charge of special projects since 1999. He joined Asahi

Glass in 1965. Before taking up his present position, he

was successively appointed Executive Vice-President of

Asahi Glass America Inc. in 1987 and Director of the Cor-

porate Planning Division of Asahi Glass in 1996. He was


Yves Schoonejans (2)

Joined Glaverbel in January 1996 as Vice-President

Finance and member of the Executive Committee. He

was appointed director of Glaverbel on 26 May 1999. His

term of office expires at the end of the 2006 AGM.

Société Régionale d’Investissement de Wallonie (3)

A joint stock company, the majority of whose capital is held

by the Walloon Region. Its objects are to participate in the

financing of enterprises that contribute to the prosperity

and competitiveness of the Walloon Region.

It holds a limited number of directorships in the companies

within its own group. SRIW became a director of Glaverbel

on 31 May 1989. Its term of office expires at the end of the

2001 AGM. SRIW is represented by its President, Mr. Jean-

Claude Dehovre.

Takashi Wada (1)

Director and General Manager of Corporate Planning

with Asahi Glass Co., Ltd. since 1998. He joined Asahi

Glass in 1968, and held the position of General Manager

of the Overseas Flat Glass Business Division. He was


His term of office expires at the end of the 2003 AGM.

(1) Representing the majority shareholder.

(2) Holds or has held a management position within the company.

(3) Independent.

* Until 30/05/2001, having resigned.

S TAT U T O RY A U D I T O R

Arthur Andersen, Company Auditors, represented by:

Henri Lemberger Company Auditor

Gino Desmet Company Auditor

H O N O R A RY D I R E C T O R S

Robert Toussaint

René Wauman

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This report is also available in French and Dutch.

For further information, contact:

Corporate CommunicationsTel.: 32 2 674 33 61 - Fax : 32 2 674 30 [email protected]

Investor RelationsTel.: 32 2 674 33 00 - Fax: 32 2 674 31 25 [email protected]

www.glaverbel.com

Published by: Glaverbel Corporate Communications

Concept, design and production: Chris Communications, Liège

Photography: Yann Arthus-Bertrand©, PSA©, Toyota©,J.M.Byl, Création Clair Obscur

Prepress and printing: Snel Grafics

English text: Alphabeta & Richard W. Mann

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