Conversion of Securities

GPG (UK) Holdings PLC
03 June 2004

                            CLN REDEMPTION TIMETABLE

                             GPG (UK) Holdings plc

PROPOSED TIMETABLE 2004 FOR CONVERSION/REDEMPTION OF 8% SUBORDINATED CONVERTIBLE
                           LOAN NOTES ('LOAN NOTES')

Date on which exchange rate set for redemptions                                             Wed 30 June 2004

Election Date for conversion of Loan Notes                                                  Wed 30 June 2004

Return date for Election Notices                                           3.00 pm          Wed 30 June 2004

Return date for notifying bank account details                             5.00 pm          Wed 30 June 2004

Allotment and issue of new Parent Shares (see note 2) arising as an        5.00 pm          Fri 2 July 2004
automatic consequence of Conversion

Payment in respect of  redemption and fractional entitlements (if any)                      Mon 5 July 2004
despatched to Noteholders

Update of UK CREST accounts (UK time)                                                       Mon 5 July 2004

Dealings commence in new Parent Shares (LSE and NZX)                                        Mon 5 July 2004

Post out certificates (new Parent Shares and residual Loan Notes) (UK)                      Mon 5 July 2004

Post out holding statements and allotment certificates (CDIs                                Mon 5 July 2004
representing new Parent Shares) (Australia)

Despatch of FASTER statements notifying NZ Noteholders of the change in                     Mon 5 July 2004
holdings following conversion and allotment

Dealings commence in CDIs representing new Parent Shares (ASX)                              No later than

                                                                                            Fri 9 July 2004
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 10pence per Loan Note on 30 
     June 2004 in respect of Noteholders who do not return a valid Conversion
     Election form by 3.00 pm on 30 June 2004.

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 2004.

     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 2004
     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 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 2004.

     Application will be made to the UK Listing Authority and the London Stock 
     Exchange in relation to the Listing of up to 13,579,924 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 2004.  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 2004, 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 GPGND.  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 2004.


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

3 June 2004


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