Guinness Peat Group plc Cash Offer Facility for Staveley Industries plc

(b)In this Appendix I, references to the making of an announcement or the giving ofnotice by or on behalf of GPG Acquisitions include the release of anannouncement by Deloitte & Touche Corporate Finance or public relationsconsultants on behalf of GPG Acquisitions and the delivery by hand or telephone,telex or facsimile or other electronic transmission of an announcement to theLondon Stock Exchange. An announcement made otherwise than to the LondonStock Exchange shall be notified simultaneously (unless the Panel agreesotherwise) to the London Stock Exchange.3. Rights of Withdrawal(a) If GPG Acquisitions, having announced the Offer to be unconditional, fails tocomply by 3.30 p.m. on the relevant day (or such later time(s) and/or date(s) asthe Panel may agree) with any of the other requirements specified in paragraph2(a) above, an accepting Staveley Shareholder may (unless the Panel otherwiseagrees) immediately thereafter withdraw his acceptance of the Offer by writtennotice signed by such shareholder (or his agent duly appointed in writing andevidence of whose appointment satisfactory to GPG Acquisitions is producedwith the notice) given by post or by hand to Computershare Services PLC, at P.O.Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ or (during normalbusiness hours) by hand only to Computershare Services PLC at 7th Floor, JupiterHouse, Triton Court, 14 Finsbury Square, London EC2A 1BR receiving suchnotice on behalf of GPG Acquisitions. Subject to paragraph 1(b) above, this rightof withdrawal may be terminated not less than eight days after the relevant dayby GPG Acquisitions confirming, if such be the case, that the Offer is stillunconditional and complying with the other relevant requirements specified inparagraph 2(a) above. If any such confirmation is given, the first period of 14 daysreferred to in paragraph 1(c) will run from the date of that confirmation andcompliance.(b)(c)(d)(e)If by 3.00 p.m. on 4 October 2000 (or such later time and/or date as the Panel mayagree) the Offer has not become unconditional, an accepting Staveley Shareholdermay withdraw his acceptance of the Offer at any time thereafter in the mannerreferred to in paragraph 3(a) above before the earlier of (i) the time that the Offerbecomes unconditional; and (ii) the final time for lodgement of acceptances of theOffer which can be taken into account in accordance with paragraph 1(b) above.If a ‘‘no increase’’ and/or ‘‘no extension’’ statement has been withdrawn inaccordance with paragraph 1(d) above, any acceptance of the Offer after suchstatement is made may be withdrawn thereafter in the manner referred to inparagraph 3(a) above not later than the eighth day after the date on which noticeof the withdrawal of such statement is posted to Staveley Shareholders.Except as provided by this paragraph 3 (and subject to paragraph 4 below),acceptances and elections shall be irrevocable.In this paragraph, ‘‘written notice’’ (including any letter of appointment, directionor authority) means notice in writing bearing the original signature(s) of therelevant accepting Staveley Shareholder(s) or his/their agent(s) duly appointedin writing (satisfactory evidence of whose appointment must be produced withthe notice). Notification by telex or facsimile or other electronic transmission orcopies will not be sufficient to constitute written notice.4. Revised Offer(a) Although no such revision is envisaged, if the Offer (in its original or anypreviously revised form(s)) is revised (either in its terms or conditions or in thevalue or form of the consideration offered or otherwise), and any such revised26