GPG
29/10/2008
CONV

REL: 0911 HRS Guinness Peat Group Plc

CONV: GPG: Rollover of 2003 Capital Notes

ANNOUNCEMENT TO NZX

Holders of GPG Finance plc (GFN) 2003 Notes (GFN020) (2003 Notes) are
reminded that the first election date of the Notes is on 15 December 2008.
This announcement provides important information about the election process
which will apply.

Holders of 2003 Notes on the register on 29 October 2008 will be sent an
election notice outlining the new terms that will apply from 15 December
2008. Noteholders will have the option to extend some or all of their 2003
Notes on new terms offered or to have Guinness Peat Group plc (GPG) purchase
for cash some or all of their 2003 Notes. The price paid on a purchase will
be the principal amount of a 2003 Note plus accrued interest. Noteholders
have until 17 November 2008 to advise their election.

The interest rate being offered to apply from 15 December 2008 will be 9.00%
per annum. The new election date to be offered will be 15 December 2013.

Noteholders will not have an option to convert any of their 2003 Notes into
GPG ordinary shares under this election procedure. GPG has an overriding
right to purchase 2003 Notes for cash on the election date, and GPG has
determined that it would exercise this right where conversion of 2003 Notes
into ordinary shares was elected. As GPG has indicated that it would purchase
all 2003 Notes which were converting into ordinary shares, GFN, GPG and The
New Zealand Guardian Trust Company Limited (the trustee of the Notes) have
agreed that the election notice for the 15 December 2008 election date need
not offer noteholders the option to choose conversion.

If a noteholder has elected to extend 2003 Notes on the new terms, then GPG
may still exercise its right to purchase some or all of their 2003 Notes on
the election date. If GPG is purchasing some, but not all, of the 2003 Notes
which are being extended, then it will purchase 2003 Notes, on a pro-rata
basis, from all holders of 2003 Notes who are extending. This will be subject
to minimum holding requirements. In other words, any pro-rata purchase would
be implemented so that holdings of Notes on the New Terms (2008 Notes) are a
minimum of $5,000 and thereafter in multiples of $1,000 (i.e. there will be
scaling and rounding).

Important Dates:

Election Record Date 29 October 2008
Notification Date 17 November 2008
Election Date 15 December 2008

Trading of 2003 Notes will cease at 5.00 pm on Tuesday 9 December 2008.
Trading of 2008 Notes will begin on Tuesday 16 December 2008 under the code
GFN020.

B A Nixon
Director
GPG Finance plc
29 October 2008
End CA:00172021 For:GPG Type:CONV Time:2008-10-29:09:11:52