Requisition of EGM

Guinness Peat Group PLC 7 December 2000 GUINNESS PEAT GROUP plc SERVES REQUISITION OF EXTRAORDINARY GENERAL MEETING ON COATS VIYELLA PLC Blake Nixon, UK Executive Director of Guinness Peat Group plc ('GPG') has written to Sir Harry Djanogly, Chairman of Coats Viyella PLC ('Coats Viyella'), serving a requisition calling for the directors of Coats Viyella to convene an Extraordinary General Meeting to consider resolutions to appoint four additional non-executive directors to the Board. GPG currently holds 12% of Coats Viyella's ordinary share capital. The resolutions call for: a)the appointment of M. Noel Goutard and M. Eduardo Malone to the Board of Directors, as the nominees of the Finance and Trading Group; b)the appointment of Mr Albert Alhadeff to the Board of Directors, as the nominee of the Chapman Consortium; and c)the appointment of Mr Blake Nixon to the Board of Directors, as the nominee of GPG. Commenting on the proposed resolutions, Blake Nixon said: 'GPG is increasingly concerned about Coats Viyella's continuing under-performance and strategic direction and our concerns are shared by the Finance and Trading Group and the Chapman Consortium. Together, we represent approximately 35% of Coats Viyella's issued share capital. 'We are convinced that a restructured board is necessary to preserve and rebuild Coats Viyella's value. We believe that the proposed non-executive directors have the relevant industrial and financial experience to help Coats Viyella make the best of prevailing market conditions and to protect the interests of shareholders as a whole.' Also attached: Appendix A: Wording of proposed resolutions for Coats Viyella Extraordinary General Meeting Appendix B: Text of letter from Blake Nixon to Sir Harry Djanogly Enquiries: Guinness Peat Group plc 020 7236 0336 Blake Nixon, UK Executive Director Square Mile Communications 020 7601 1000 Kevin Smith APPENDIX A TEXT OF RESOLUTIONS PROPOSED BY GUINNESS PEAT GROUP plc REQUISITION OF AN EXTRAORDINARY GENERAL MEETING OF COATS VIYELLA PLC ('the Company') Pursuant to Section 368 of the Companies Act 1985 ('the Act') and Articles 56 and 57 of the Company's Articles of Association, we, the undersigned, holding in total not less than one tenth of the paid-up capital carrying the right to vote at general meetings of the Company as at the date of this letter, hereby requisition the directors to convene an Extraordinary General Meeting of the Company, the object of which shall be to consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions: 1. That Mr Blake Nixon be and he is hereby appointed as a director of the Company. 2. That Mr Noel Goutard be and he is hereby appointed as a director of the Company. 3. That Mr Eduardo Malone be and he is hereby appointed as a director of the Company. 4. That Mr Albert Alhadeff be and he is hereby appointed as a director of the Company. We also attach a statement with respect to the matters referred to in Resolutions 1 to 4 above and which, in accordance with Section 376 of the Act, we require the Company to circulate to those members receiving Notice of the said Extraordinary General Meeting. APPENDIX B TEXT OF LETTER TO SIR HARRY DJANOGLY, CHAIRMAN, COATS VIYELLA PLC We are increasingly concerned about Coats Viyella's continuing under-performance and its strategic direction. Our concerns are shared by two other groups of shareholders, the Finance and Trading Group and the Chapman Consortium, who, like us, have concluded that it would be in the best interests of Coats Viyella for its board to be strengthened by the appointment of additional non-executive directors. On 29 November 2000 we wrote jointly to your Board outlining our proposals and requesting that the matter be put to shareholders. GPG has heard nothing further and therefore we are today serving a requisition calling for the directors to convene an Extraordinary General Meeting to consider resolutions to appoint M. Noel Goutard, M. Eduardo Malone, Mr. Albert Alhadeff and myself as additional directors of the Company. M. Noel Goutard and M. Eduardo Malone are the nominees of the Finance and Trading Group and Mr. Albert Alhadeff is the nominee of the Chapman Consortium. I am GPG's nominee. The Finance and Trading Group comprises Finance and Trading Limited and RIT Capital Partners plc, together with their respective connected interests. The Chapman Consortium comprises Chapman International Investments Limited, Colmar Investment Holdings Limited, The Millennium Trust, The Panda Trust and The Apple Pie Trust. Background Coats Viyella's shareholders have suffered dramatically during the last five years: . Coats Viyella's market value has fallen by 75 per cent. from £1.2bn at the end of 1995 to approximately £305m today; . over the same period, the FTSE All Share Index has risen by 68 per cent. Despite several strategic reviews and having incurred reorganisation costs in excess of £200m since 1996, there has been no noticeable improvement in the Group's operating performance. Excluding the Precision Engineering business, during that period Group revenue has fallen by 21.1 per cent. and pre-exceptional operating profit has fallen 32.2 per cent. More recently, we were dismayed at the way the Company chose to announce the sale of the non-thread businesses. We believe that the statement referring to possible closure costs of £150 million destroyed any chance of negotiating a reasonable price with a third party and therefore undermined shareholder value in a quite unnecessary way. Notwithstanding the continuity provided through this challenging period by the heads of the Coats and Viyella divisions as well as the non-executive directors, the Board has failed to prevent the erosion of shareholder value. The recent announcement by Coats Viyella of the sale of the contract clothing business, subsequent to the joint letter to your Board, has only heightened our concerns. The Proposals In light of the above, we believe that the addition of non- executive directors with relevant industrial and financial experience will be of real and effective benefit, helping Coats Viyella to make the best of the prevailing market conditions and to protect the interests of shareholders as a whole. If the Resolutions are approved, we believe it would be appropriate for the enlarged Board to conduct a strategic review including: . a comprehensive evaluation of the business portfolio to establish which, if any, businesses should be disposed of, with reference in particular to the proposed sale of the branded clothing and home furnishing businesses . the timing and implementation of any disposals so as to achieve best value for shareholders . likely future trends in Coats Viyella's retained businesses . the appropriate level of geographical and sectoral spread . the location of facilities and staff At the same time, we believe there should also be a review of the Group's operating management including group management structure, balance sheet management, productivity and turnover growth. Given shareholders will, in effect, be voting on the participation of the proposed Directors in following the strategic direction of the Company, I presume you would agree that it would be most inappropriate to make any acquisitions or disposals before the outcome of the EGM is known. The Nominees The proposed directors have been selected on the basis of their relevant experience and in the expectation that they will be able to make a real and immediate contribution to the Group. Mr. Alhadeff was a founder member of the Stonehage Group, an international trust company which was taken over by ABSA Bank. He is CEO of Adante SA, a financial advisory company, and a non-executive director of Emess plc. M. Goutard was until this year Chairman and Chief Executive Officer of Valeo S.A., an automobile component manufacturer with a market capitalisation of approximately £2.7 billion and prior to that was Chief Executive Officer of Chargeurs S.A., a manufacturer and distributor of wool and textiles with a market capitalisation of approximately £245 million. M. Malone is currently Chairman of Chargeurs S.A. and Chairman of the Management Board of Pathe with a combined market capitalisation of approximately £1.5 billion. I am GPG's UK Executive Director. GPG makes selective investments, predominantly in public companies, for the purpose of enhancing and realising additional value. Mr Alhadeff and I have considerable expertise in the corporate finance aspects of public companies while M. Goutard and M. Malone are highly experienced in improving the operating performance of such companies. Both M. Goutard and M. Malone are satisfied that their other interests do not in any way conflict with the interests of Coats Viyella and its shareholders. Summary GPG is convinced a restructured board is necessary to preserve and rebuild Coats Viyella's value. We have no hesitation in commending our resolutions to all shareholders. The Finance and Trading Group and the Chapman Consortium have already pledged their support. Collectively their and our holdings represent approximately 35% of Coats Viyella's issued share capital.

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