Conversion of Securities

Guinness Peat Group PLC
05 July 2005

For immediate release                                                5 July 2005


                            GUINNESS PEAT GROUP plc
                            ("GPG" or "The Company")
                                      and
                             GPG (UK) HOLDINGS plc
                                   ("GPGUKH")

8% CONVERTIBLE LOAN NOTES

Further to the Announcement made on 17 May 2005 Guinness Peat Group plc and GPG
(UK) Holdings plc announce as follows:
     
1.   Allotment of Shares

     Consequent upon the Conversion of the fifth and final tranche of its 8%
     Convertible Loan Notes ("CLNs") following the fifth Conversion Date of 30 
     June 2005, GPGUKH has today allotted 11,725,144 Ordinary Shares of 10p each 
     in its capital at a conversion price of 43.5 pence per Ordinary Share 
     ("Conversion Shares") to those Noteholders who elected to convert their 
     Election Amounts.

     Upon conversion, electing noteholders were issued ordinary shares in 
     GPGUKH. However, by reason of the Step Up Rights incorporated in the 
     Articles of Association of GPGUKH, those shares are automatically 
     transferred to GPG in exchange for the issue to those noteholders of 
     ordinary shares of 5p each in GPG ("Parent Shares")
     
2.   Ranking of Conversion Shares

     In accordance with paragraph 5.11 of the Trust Deed  constituting the CLNs 
     dated 18 April 2000 and subsequent Deeds of Amendment the ordinary shares 
     allotted and issued on Conversion are fully paid and rank pari passu in all 
     respects with other issued ordinary shares, except that they do not rank 
     for any dividends or other distributions declared or paid or made in 
     respect of any financial periods or parts of financial periods that have 
     ended on or prior to the relevant Conversion Date.

     In practice this means that the Parent Shares do not have a right to 
     receive any interim dividend that relates to the period prior to 5 July 
     2005, should one be declared in respect of the interim period to 30 June 
     2005.

     After the payment of any such interim dividend, or if there is no dividend
     declared for that interim period, they will then rank equally with the 
     other fully paid Ordinary Shares.

     It should be noted that no decision has been made or will be made in 
     respect of the declaration of any interim dividend until GPG makes public 
     its interim results in the usual way towards the end of August 2005.
     
3.   Treatment by the three Exchanges on which GPG's Ordinary Shares are listed

     There is a slight difference to the way that the LSE, the Australian Stock
     Exchange ("ASX") and the New Zealand Stock Exchange ("NZX") will treat 
     Parent Shares.  This difference of treatment was detailed in the 
     Announcement dated 17 May 2005.
     
4.   Allotment of Shares to Directors

     The following three directors of GPG elected to convert their Redemption 
     Amounts and have acquired Parent Shares as follows:

                                                   Consequent Total Beneficial 
                                                      Interest in GPG Ordinary 
                              Conversion Shares          Shares at 5 July 2005
     
     Sir Ron Brierley                   452,135             34,211,663 (3.50%)
     A I Gibbs                          209,984              2,737,209 (0.28%)
     B A Nixon                              155              7,245,156 (0.74%)


     It should be noted that as the CLNs have been fully redeemed/converted and 
     this security has therefore ceased to exist, the directors no longer have 
     an interest in the CLNs.


     Richard Russell
     Company Secretary
     Guinness Peat Group plc and GPG (UK) Holdings plc


     5 July 2005

     Terms used in this announcement but not defined in it bear the same 
     meanings given to them in the Trust Deed constituting the CLNs dated 18 
     April 2000 and subsequent Deeds of Amendment.


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