CLNs Conversion/Redemption

GPG (UK) Holdings PLC
17 May 2005


                            CLN REDEMPTION TIMETABLE


                             GPG (UK) Holdings plc


PROPOSED TIMETABLE 2005 FOR CONVERSION/REDEMPTION OF 8% SUBORDINATED CONVERTIBLE
                           LOAN NOTES ('LOAN NOTES')


Date on which exchange rate set for redemptions                                     Thur 30 June 2005

Election Date for conversion of Loan Notes                                          Thur 30 June 2005

Return date for Election Notices                                3.00 pm             Thur 30 June 2005

Return date for notifying bank account details                  5.00 pm             Thur 30 June 2005

Allotment and issue of new Parent Shares (see note 2) arising   5.00 pm               Tue 5 July 2005
as an automatic consequence of Conversion

Payment in respect of  redemption and fractional entitlements                         Wed 6 July 2005
(if any) despatched to Noteholders

Update of UK CREST accounts (UK time)                           5.00 am               Wed 6 July 2005

Dealings commence in new Parent Shares (LSE and NZX)                                  Wed 6 July 2005

Post out certificates (new Parent Shares and residual Loan                            Wed 6 July 2005
Notes) (UK)

Post out holding statements and allotment certificates (CDIs                          Wed 6 July 2005
representing new Parent Shares) (Australia)

Dealings commence in CDIs representing new Parent Shares (ASX)                       Thur 7 July 2005

Despatch of FASTER statements notifying NZ Noteholders of the                        Mon 11 July 2005
change in holdings following conversion and allotment

Note: Times are UK unless otherwise stated


          
1.   Events take place in London, Australia and New Zealand on the same
     date unless otherwise indicated.

2.   References to 'Parent Shares' are to ordinary shares in Guinness Peat Group 
     plc following issue on Conversion and pursuant to the Step-Up rights in
     the Articles of Association of GPG (UK) Holdings plc.

3.   Noteholders who wish to receive their Redemption Amount in other than the 
     currency of the Register where their Notes are held will be given the
     opportunity to elect instead to receive Aus$, NZ$ or pounds Sterling as
     appropriate.

4.   Loan Notes will automatically be redeemed as to 10 pence per Loan Note on 
     30 June 2005 in respect of Noteholders who do not return a valid
     Conversion Election form by 3.00 pm on 30 June 2005.
     
5.   Ranking of Parent Shares: The new Parent Shares allotted and issued as an 
     automatic consequence of Conversion are fully paid and rank pari passu in
     all respects with other issued Parent Shares, except that they do not rank 
     for any dividends or other distributions declared or paid or made either in 
     respect of financial periods or parts of financial periods that have ended 
     on or prior to the Conversion Date, being 30 June 2005.

     In practice this means that the new Parent Shares do not have a right to 
     receive any dividend that relates to the period ending on 30 June 2005
     should one be declared.

     After the payment of any such dividend, or if there is no dividend declared 
     for that period, they will then rank equally with the other fully paid
     Parent 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 at the end of August.

6.   Treatment by the three Exchanges on which the Parent 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 the
     new Parent Shares.

     *The LSE has indicated that it will show the new Parent Shares as a
separate line of stock and has provided them with an ISIN number GB00B01BJ823.
New Parent Shares will continue to operate as a separate class until GPG
confirms it is unlikely that any dividends or distributions are likely to be
declared in respect of a period ending on or prior to 30 June 2005.

     Application will be made to the UK Listing Authority and the London
Stock Exchange in relation to the Listing of up to 13,860,888 new Parent Shares.

     *The ASX has advised that it will show the CDIs representing the new
Parent Shares as a separate line of CDIs which will rank pari passu in all
respects with other issued CDIs representing Parent Shares, except that the new
CDIs will not rank for any dividends or other distributions declared or paid or
made in respect of financial periods or parts of financial periods that have
ended on or prior to 30 June 2005.  They also advise that the likely ASX code
for the new CDIs will be GPGN. The new CDIs will merge with the main quoted line
of CDIs either after the ex-entitlement date for any dividend for a period ended
on or prior to 30 June 2005, or when GPG announces that no such dividend will be
declared.

     *The NZX has advised that it will quote the new Parent Shares as a
separate class of securities.  The new Parent Shares will operate under the
description of 'new ordinary shares' with a security code of GPGNF.  The new
Parent Shares will continue to operate as a separate class until GPG confirms it
is unlikely that any dividends or distributions are likely to be declared in
respect of a period prior to and including 30 June 2005.

Terms used in this announcement but not defined in it bear the same meanings
given to them in the Trust Deed constituting the Loan Notes dated 18 April 2000
(as amended).


Richard Russell
Company Secretary

17 May 2005


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