Guinness Peat Group plc Cash Offer Facility for Staveley Industries plc

A flow chart illustrating the choices for Staveley Shareholders available under theOffer is set out below:Are you on the Staveley Register on theRecord Date?YESNOYou may accept either theBasic Offer or theAlternative.You may accept theAlternative.BASIC OFFERDo you wish to accept theBasic Offer or the Alternative?ALTERNATIVEDo you wish to accept theAlternative?YESInitially, in order to be valid,acceptances for the BasicOffer must be received by nolater than 13 September2000. If extended, it will notin any event be available foracceptance beyond the dateimmediately prior to theDividend Payment Date.Have you accepted withinthe period described in thebox immediately above?YESNOYou may accept the Alternative, ifit remains open for acceptance.Initially, in order to be valid, acceptancesfor the Alternative must be received byno later than 13 September 2000.Whether extended or not, the Offer willlapse if it has not become or beendeclared unconditional in all respects onor before the date immediately prior tothe Dividend Payment Date. If by thenthe Offer has become or is declaredunconditional in all respects, only theAlternative will remain open foracceptance for a further period of at least14 days.Provided the Offer hasbecome or been declaredunconditional in all respects,your Staveley Shares will betransferred together with theright to receive the SpecialInterim Dividend. You willno longer be entitled toreceive the Special InterimDividend but instead willreceive, as part of theconsideration for the Offer,an amount equal to theSpecial Interim Dividend oneach Staveley Share inrespect of which you havevalidly accepted the BasicOffer.NOIs the Alternative stillopen for acceptance?You will not be eligibleto accept the Alternative.NOYESHave you accepted theAlternative within theperiod described in the boximmediately above?YESProvided the Offer hasbecome or been declaredunconditional in all respects,your Staveley Shares will betransferred but, if eligible, youwill retain the right to receivethe Special Interim Dividend.8