Issue of Equity

Guinness Peat Group PLC
14 February 2003

               GUINNESS PEAT GROUP PLC: COMPANY ANNOUNCEMENT 

8% CONVERTIBLE LOAN NOTES

Guinness Peat Group plc ("GPG") announces as follows:

1)    Allotment of Shares

As an automatic consequence of the conversion of 4,378,034 (11.33%) of the 
8% Convertible Loan Notes ("CLNs") issued by GPG (UK) Holdings plc ("GPGUK") 
following the Additional Conversion Right arising from the merger of GPGUK with 
GPG, GPG has today allotted 2,886,368 Ordinary Shares of 5p each in the capital 
of GPG (0.47%) pursuant to the Step-Up Rights contained in GPGUK's Articles of 
Association at an effective conversion price of 45.5 pence per Ordinary Share 
("Conversion Shares") to those Noteholders who elected to convert.

Following this exercise GPG now has 624,948,955 Ordinary Shares of 5p each on 
issue; the CLNs on issue have reduced to 34,247,002.

2)    Ranking of Conversion Shares

In accordance with Article 46A(c) of GPGUK's Articles of Association the 
Conversion Shares 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 either in respect of financial periods or 
parts of financial periods that have ended on or prior to the relevant 
Conversion Date (14 February 2003).

In practice this means that the Conversion Shares do not have a right to receive 
any dividend that relates to the full or half year period ended on 31 December 
2002, should one be declared.

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

It should be noted that although GPG has stated that, in the absence of 
unforeseen circumstances, it is intended that it will pay a dividend of 1p per 
Ordinary Share in respect of the financial period ending 31 December 2002, no 
decision will be made in respect of the declaration of any dividend until GPG 
makes public its annual results in the usual way in March.


The London Stock Exchange ("LSE") has provided the Conversion Shares with an 
ISIN number GB0032570961.


3)  Treatment by the three exchanges on which GPG's Ordinary Shares are listed.

There is a slight difference in the way that the LSE, the Australian Stock 
Exchange ("ASX") and the New Zealand Stock Exchange ("NZSE") will treat the 
Conversion Shares:

• The LSE has indicated that it will show the Conversion Shares as a separate 
line of stock. The Conversion Shares will continue to operate as a separate 
class until after the Record Date in respect of the dividend, should any be 
declared, in respect of the period to 31 December 2002.

• The ASX has advised that it will show the Conversion Shares as a separate line 
of Ordinary Shares which will rank pari passu in all respects with other issued 
Ordinary Shares, except that the Conversion Shares will not rank for any 
dividends or other distributions declared or paid or made in respect of the full 
or half year period to 31 December 2002.

• The NZSE has advised that it will quote the Conversion Shares as a separate 
class of securities. The Conversion Shares will operate under the description of 
"new ordinary shares" with a security code of GPGNA. The Conversion Shares will 
continue to operate as a separate class until after the Record Date in respect 
of the dividend, should any be declared, in respect of the period to 31 December 
2002.

Richard Russell 
Company Secretary
Tel: [phone]

14 February 2003



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