Resolutions re Young's AGM

Guinness Peat Group PLC
16 June 2000

                    GUINNESS PEAT GROUP plc
                               
        GUINNESS PEAT GROUP PLC SUBMITS RESOLUTIONS FOR
      YOUNG & CO'S BREWERY P.L.C. ANNUAL GENERAL MEETING


Blake Nixon, UK Executive Director of Guinness Peat Group  plc
('GPG') has written to Mr John Young, Chairman of Young & Co's
Brewery P.L.C. ('Young & Co'), proposing four resolutions  for
the  Young  & Co Annual General Meeting due to be held  on  18
July.  GPG currently holds 21.37% of Young & Co's 'A' ordinary
share capital.

The resolutions call for:

a)   the  Board  of  Directors to investigate and  action  the
     purchase  of  one  or more of the other English  regional
     breweries,  or  the  merger  or  joint  venture  of   the
     Company's  brewing operations with one or more  of  them;
     and
b)     the  repayment  of  half  and  enfranchisement  of  the
remaining Young & Co's non-voting  ordinary shares; and
c)    the  introduction of powers to repurchase Young  &  Co's
ordinary shares.

Commenting on the proposed resolutions, Blake Nixon said:

'The  complexity  of  Young  & Co's  share  capital  not  only
precludes  its share price from reflecting the true  value  of
the  business  but  also  has led to an ingrained  complacency
which,  we believe, is the main reason for the Board's failure
over the last 15 years to take the decisive steps necessary to
reverse our brewery's sad decline.'

'The  Group's operating profits are now more than  £5  million
per  annum  below  the  level  at which  comparison  with  its
competitors  suggests that they should be.  It is  clear  that
the   profit   shortfall  is  due  to  our   brewery   selling
insufficient barrelage of beer to cover its fixed costs.'

'The Ram Brewery, which in the early 1980's was brewing nearly
200,000  barrels  per  annum has, as  the  result  of  a  very
significant  reduction in sales of Young's  beer,  substantial
unutilised  capacity.   Putting supplementary  barrelage  from
another  brewery through Wandsworth would dramatically improve
our brewery's economics and return it to profitability.'

'With  this  in mind we are this year introducing a resolution
requesting that the Board investigate the purchase of  one  or
more of the other English regional breweries, or the merger or
joint venture of  the Company's brewing operations with one or
more of them.'

'We   are  repeating  our  proposals  of  last  year  for  the
regularisation  of  the Company's capital.  Simplification  of
its  share capital would allow Young & Co to become a properly
focussed  and truly commercial operation which would,  in  our
view,  lead  to significantly improved performance  and  share
prices.'

'We  remain  convinced that these proposals will be  extremely
beneficial for Young & Co as a whole whilst not disadvantaging
the  interests of any particular group of shareholders.  Given
the three to one vote by non-family shareholders in favour  of
our  proposals over the last two years, it is to be hoped that
the  Board  will  not  continue to ignore  the  key  issue  of
delivering  value  to shareholders through a  realistic  share
price.'


Also attached:

* Appendix A: Wording of proposed resolutions for Young  &
  Co Annual General Meeting on 18 July 2000
* Appendix B: Transcript of letter from Blake Nixon to John
  Young


Guinness Peat Group plc                          020 7236 0336
Blake Nixon, UK Executive Director

Square Mile Communications                       020 7601 1000
Kevin Smith


Appendix A

To:  The Directors
     Young & Co.'s Brewery P.L.C.
     Ram Brewery
     Wandsworth
     London SW18 4JD

12 June, 2000

Dear Sirs

Young & Co.'s Brewery, P.L.C (the 'Company')

Pursuant  to  Section  376  of  the  Companies  Act  1985  we,
Greenwood Nominees Limited, holding in total not less than one
twentieth  of  the  voting rights of all the  members  of  the
Company  having at the date hereof the right to  vote  at  the
Company's   Annual   General  Meeting  (the   'AGM'),   hereby
requisition  the  Company  to give  to  its  members  who  are
entitled  to  receive notice of the AGM note of the  following
resolutions  to  be  moved at the  AGM  as,  in  the  case  of
Resolutions 1 & 2 Ordinary Resolutions of the Company and,  in
the  case of Resolutions 3 and 4, Special Resolutions  of  the
Company:

                          Ordinary Resolutions
                               
1.   THAT this meeting requests and recommends that:

     (a)  the  Board of Directors formulate proposals for  the
          enfranchisement of one half (by nominal value) of the
          Company's non-voting ordinary shares of 50p each ('Non-voting
          Shares') in a manner which provides an appropriate level of
          compensation to holders of the Company's existing 'A' ordinary
          shares of 50p each ('A Shares') and 'B' ordinary shares of 50p
          each ('B Shares') to reflect the dilution of their respective
          holdings and, subject thereto, either (i) the remaining Non-
          voting Shares being purchased by the Company at an appropriate
          price per share or (ii) the capital of the Company being
          reduced by an amount equal to the aggregate nominal value of
          the remaining Non-Voting Shares by way of cancellation of such
          Non-Voting Shares, in each case in an administratively and tax
          efficient manner;
     
     (b)  such proposals be submitted to the requisite class and
          general meetings to be convened as soon as practicable
          following the passing of this Resolution.

2.   THAT this meeting requests and recommends that:

     (a)  the  Board  of  Directors, as a matter  of  urgency,
          investigate the purchase of one or more of the other English
          regional breweries, or, alternatively, it investigate the
          merging with or entry into a joint venture with  such business
          of the Company's brewing operations:

     (b)  as soon as practicable following the passing of this
          Resolution, the Board of Directors formally report back to
          shareholders in respect of the feasibility of the actions set
          out in (a) above, and, where required, submit to the requisite
          class and general meetings for approval proposals to effect
          such actions.


                      Special Resolutions
                               
3.   THAT the Company's Articles of Association be amended  by
     inserting after Article 56 the following new Article:

          '56(1)     Subject to the provisions of the  Statues
          and  notwithstanding any other  provision  of  these
          Articles  to the contrary, the Company may,  out  of
          the funds of the Company, purchase all or any of its
          own  shares  of any class (including any  redeemable
          shares).   Neither  the Company  nor  the  Board  of
          Directors shall be required to select the shares  to
          be  purchased  rateably or in any  other  manner  as
          between  the holders of the same class or as between
          them and the holders of shares of any other class or
          in  accordance  with the rights as to  dividends  or
          capital conferred by any class of shares.'.
          
4.   THAT   the   Company  is  generally  and  unconditionally
     authorised  to make market purchases (within the  meaning
     of  Section  163(3) of the Companies Act  1985)  of  non-
     voting ordinary shares of 50p each in the capital of  the
     Company  ('Non-Voting Shares') and A ordinary  shares  of
     50p  each  in the capital of the Company ('A shares,  and
     together   with  Non-voting  Shares  'ordinary  shares'),
     provided that:

     (i)  the maximum aggregate number of ordinary shares which may
          be so purchased is 1,294,962;
     
     (ii) the minimum price which may be paid for each share is
          50p;

     (iii)      the  maximum price which may be paid for  each
          ordinary share shall be an amount equal to 105 per cent. of
          the average of the middle market quotations for that ordinary
          share as derived from the London Stock Exchange Daily Official
          List for the five business days immediately preceding the date
          of purchase;

     (iv) the authority hereby conferred shall expire on 20 January
          2002 or, if earlier, at the conclusion of the next Annual
          General Meeting of the Company; and

     (v)  the  Company may make a contract to purchase its own
          shares under the authority hereby conferred prior to the
          expiry of such authority which will or may be executed wholly
          or partly after the expiry of such authority and may make a
          purchase of its own shares in pursuance of any such contract.






..............
For and on behalf of
Greenwood Nominees Limited




Appendix B

THIS  IS THE TEXT OF A LETTER FROM BLAKE NIXON TO JOHN  YOUNG,
CHAIRMAN  OF  YOUNG & CO'S BREWERY P.L.C., IN SUPPORT  OF  THE
SHAREHOLDER  RESOLUTIONS  TO BE PROPOSED  AT  THE  FORTHCOMING
ANNUAL  GENERAL MEETING FOR THE PURCHASE OF, OR  MERGER  WITH,
ONE   OR   MORE   OF  THE  OTHER  ENGLISH  REGIONAL   BREWERS,
SIMPLIFICATION OF THE COMPANY'S SHARE CAPITAL AND TO INTRODUCE
POWERS TO REPURCHASE ORDINARY SHARES.

At  the last two year's Annual General Meetings Guinness  Peat
Group proposed resolutions aimed at lifting Young & Co's share
price  to a level which fairly reflected the underlying  value
of  the Group.  At both meetings non-family shareholders voted
around   three   to   one  in  favour  of   those   proposals.
Notwithstanding  this overwhelming indication  of  support  by
public  shareholders, your Board has conspicuously  chosen  to
disregard  the outcome and to maintain its total  indifference
to  delivering shareholder value via a realistic share  price.
Indeed,  in  its  formal response to our proposals  the  Board
indicated  that  it  would  not  be  'sidetracked'   by   such
shareholder value considerations.  Not surprisingly the  price
of  the  'A' shares has reacted extremely negatively  to  this
attitude, falling over 20% to 675 pence at which they stand at
an extraordinary 38% discount to their net asset value of 1086
pence per share at 1 April.

The  complexity  of  Young  &  Co's  share  capital  not  only
precludes  its share price from reflecting the true  value  of
the  business  but  also  has led to an ingrained  complacency
which, we believe, is the main reason for the Board's failure,
over  the  last 15 years, to take the decisive steps necessary
to reverse our brewery's sad decline.

The Group's operating profits are now more than £5 million per
annum below the level at which comparison with its competitors
suggests that they should be.  Young & Co's return on sales in
the  last  financial year was just 10.8%, which is below  even
its  1992  level.  When one considers that the  excellent  pub
operation  would be expected to earn between  15  and  20%  on
sales  it  is clear that the profit shortfall is  due  to  our
brewery  selling insufficient barrelage of beer to  cover  its
fixed costs.

The  Ram Brewery, which in the early 1980's was brewing nearly
200,000  barrels  per  annum has, as  the  result  of  a  very
significant  reduction in sales of Young's  beer,  substantial
unutilised  capacity.   Putting supplementary  barrelage  from
another  brewery through Wandsworth would dramatically improve
our  brewery's  economics  and  return  it  to  profitability.
However, the fact that our brewery has been allowed to  wither
to  such extent over the period raises a critical question for
shareholders:  does our Board have the dynamism  necessary  to
make the bold moves required to secure our brewery's long term
viability?

With  this  in mind we are this year introducing a  resolution
requesting that the Board investigate the purchase of  one  or
more of the other English regional breweries, or the merger or
joint venture of the Company's brewing operations with one  or
more   of   them.   We  recognise  that  such  a  move   faces
considerable obstacles and therefore have left the Board  with
full  discretion as to the shape of any initiatives, but  have
required that the Board report back formally to shareholders.

We   are  repeating  our  proposals  of  last  year  for   the
regularisation  of  the  Company's  capital.   The  resolution
envisages   a  repayment  of  half  the  Company's  non-voting
ordinary shares at a price advantageous both for the  'B'  and
'A' shareholders and for the non-voting ordinary shareholders.
In  particular,  Young  &  Co, would,  in  effect,  be  buying
interests  in  absolutely first class pubs at  a  considerable
discount to their market value.  The other essential component
of  this  resolution is that, coupled with the repayment,  the
remaining  non-voting ordinary shares be  converted  into  'A'
shares.

It  will  be necessary to compensate the 'B' and existing  'A'
shareholders for the dilution of their voting interests and we
propose that the Board have discretion to determine this.  For
example, a capitalisation issue of 1 new share for every 4 'B'
or   'A'   shares   held   might  be  seen   as   appropriate.
Alternatively, consideration could be given to making  a  cash
payment of, say, £1.50 per 'B' or 'A' share.

The detailed rationale behind the streamlining was set out  in
the  letters circulated with our resolutions of the  last  two
years.  We should be happy to provide copies of our letters to
any shareholder and can be contacted on 020 7236 0336.

In  summary,  simplification of its share capital would  allow
Young  & Co to become a properly focussed and truly commercial
operation  which  would, in our view,  lead  to  significantly
improved   performance  and  share  prices.    It   is   worth
emphasising  that between them the Young family  and  the  Ram
Brewery  Trust would continue to control an estimated  45%  to
49%  of  the  Company, depending on the nature of compensation
given to the 'B' and 'A' shareholders.

Our third and fourth resolutions, which are identical to those
proposed last year, will enable the Company to repurchase  its
listed  shares  and  thereby provide  a  definitive  mechanism
through  which to promote the process of unlocking  value  for
all  shareholders.  Given that the prices of the 'A' and  non-
voting shares have fallen back to the completely absurd levels
of  2 years ago, Young & Co will, as a result, have the option
of  buying  back  into its truly excellent assets  at  a  very
substantial  discount  to  their market  value  through  share
repurchases.   The  merit of this versus buying  fully  priced
assets in the open market is undeniable.

We  remain  convinced that these proposals will  be  extremely
beneficial for Young & Co as a whole whilst not disadvantaging
the  interests of any particular group of shareholders.  Given
the   clear   mandate  for  our  proposals   from   non-family
shareholders over the last 2 years, it is to be hoped that the
Board  will not continue to ignore the key issue of delivering
value to shareholders through a realistic share price.  A full
and  constructive  response will enable  all  shareholders  to
participate  in the informed consideration of these  essential
matters at the Annual General Meeting.