PEET LIMITED — AGM Information 2007

Oct 15, 2007

PEET LIMITED

A.B.N 56 008 665 834

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

A PROXY FORM IS ENCLOSED

Please read the Notice and Explanatory Memorandum carefully.

If you are unable to attend the meeting please complete and return the enclosed proxy form in accordance with the specified instructions.

THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

PEET LIMITED

A.B.N 56 008 665 834

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Peet Limited ("the Company") will be held at the Parmelia Hilton Perth Hotel, 14 Mill Street, Perth, Western Australia on Wednesday 14 November 2007 at 10.00am (WDST).

Agenda items

Ordinary business

1 Financial report

To receive and consider the financial report of the Company and the reports of the directors and auditors for the year ended 30 June 2007.

2 Re-election of directors

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

• a) "That Warwick Donald Hemsley, being a director of the Company who retires by rotation under rule 8.1(d) of the Company's constitution, and being eligible, is reelected as a director of the Company.
• b) That Anthony James Lennon, being a director of the Company who retires by rotation under rule 8.1(d) of the Company's constitution, and being eligible, is reelected as a director of the Company."

3 Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That the Company's Remuneration Report for the year ended 30 June 2007 be adopted."

Note: The vote on this item is advisory only and does not bind the directors or the Company

4 Grant of Options to Managing Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That approval is given for all purposes under the Corporations Act and the Listing Rules of ASX Limited for:

• a) the participation in the Peet Employee Share Option Plan by Mr B D Gore, Managing Director, as to 1,200,000 options; and
• b) the granting to Mr B D Gore of those options and, in consequence of the exercise of those options, the acquisition of Peet Limited Ordinary Shares,

in accordance with the Peet Employee Share Option Plan Rules as amended from time to time and on the basis described in the Explanatory Memorandum accompanying the Notice of Annual General Meeting convening this meeting."

5 Approval of payment to Mr B D Gore on termination of his employment agreement

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of section 200B of the Corporations Act, approval is given for the payment to Mr B D Gore of the amount referred to in clause 12.2 of the Executive Employment Agreement dated 6 August 2007 made between the Company and Mr B D Gore in the circumstances described in the Explanatory Memorandum accompanying the Notice of Annual General Meeting convening this meeting."

6 Other Business

To transact any other business which may be brought before the meeting in conformity with the Corporations Act, 2001 and the Company's constitution.

Explanatory memorandum

Shareholders are referred to the explanatory memorandum accompanying and forming part of this notice of meeting.

Entitlement to vote

It has been determined that under the Corporations Regulations 7.11.37, for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are the registered holders at 10.00am (WDST), 12 November 2007. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Voting exclusion

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on Resolution 4 and Resolution 5 by Mr B D Gore, and any of his associates. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting, as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Proxies

A shareholder entitled to attend and vote has a right to appoint a proxy. The proxy does not need to be a member of the Company. A shareholder that is entitled to cast 2 or more votes may appoint up to 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder's votes.

A Proxy Form (with signing instructions) accompanies this Notice and to be effective must be received at the Company's corporate registry, Computershare Investor Services Pty Ltd,

• -In Person: to Level 2, 45 St Georges Terrace, Perth WA
• -By Mail: to GPO BOX D182, Perth, WA 6840, or
• -By Facsimile: 61 8 9323 2033

By no later than 10.00am (WDST), 12 November 2007

By Order of the Board Dated: 25 September 2007

Dom Scafetta Company Secretary

Peet Limited

A.B.N 56 008 665 834

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Memorandum has been prepared to assist shareholders to understand the business to be put to shareholders at the forthcoming Annual General Meeting.

Ordinary Business

1 Financial report

The Corporations Act requires:

• -The reports of the directors and auditors; and
• • The annual financial report, including the financial statements of the Company for the year ended 30 June 2007,

to be laid before the Annual General Meeting. The Corporations Act does not require a vote of shareholders on the reports or statements. However, shareholders will be given ample opportunity to raise questions or comments on the reports and statements at the meeting.

The financial report for consideration at the meeting will be the full financial report.

2 Re-election of directors

ASX Listing Rule 14.4 provides that a director (other than the Managing Director) must not hold office (without re-election) past the third Annual General Meeting following his or her appointment or 3 years, whichever is longer.

Further, rule 8.1(d) of the Company's constitution provides that, if after excluding the Managing Director and directors appointed since the last Annual General Meeting, the number of directors is 5 or less, then 2 of the remaining directors must retire from office or, if the number is more than 5, one third of those directors (to the nearest whole number) must retire from office.

Warwick Donald Hemsley and Anthony James Lennon retire by rotation and offer themselves for re-election.

The experience, qualifications and other information about the candidates appear on the next page.

WARWICK DONALD HEMSLEY, BComm, Assoc Dip Val, CPA, FAPI (Age 52), is a Nonexecutive Director of Peet, who most recently held the position of Managing Director and Chief Executive Officer.

A 30-year veteran of the property industry, Warwick Hemsley has been a Director and significant shareholder of Peet since 1985. He served as Managing Director and Chief Executive Officer for 17 years, retiring in August 2007.

A widely respected leader in the property industry, Mr Hemsley has maintained high-profile roles in key industry, community and cultural organisations.

Mr Hemsley became President of the Urban Development Institute of Australia (WA) in September 2007 and is the current Chairman of the Housing Industry Forecasting Group - a joint government and industry body which monitors and forecasts housing demand.

He is also a member and former Chairman of the Real Estate Institute of Western Australia's Land Advisory Committee, and a member of its Policy Advisory Group. He is a member of the General Council of the Western Australian Chamber of Commerce & Industry and a former Chairman of its Capital City Committee.

Mr Hemsley is Deputy Chairman of The Western Australian Opera Company and Council Member, National Gallery of Australia (Canberra) and has served in a number of other community roles. He is a former Chairman of the Australia Day Council of Western Australia, and remains on the management committee. Other former roles include member of the School Council of St Hilda's Anglican School for Girls, national Board Member of Kids Helpline Australia and treasurer of St George's Charitable Trust.

He was an active Rotarian for 14 years, and served as International Service Director during that time. He is currently a Paul Harris Fellow within Rotary.

ANTHONY JAMES LENNON, BA, Grad Dip Bus Admin (Age 41), is an Executive Director and National Business Development Director.

Anthony Lennon joined Peet Limited in 1991 and became a director of the Company in 1996.

Prior to joining Peet, Mr Lennon worked in the United Kingdom, where he completed his postgraduate diploma in Business Administration while on a Graduate Management Training Scheme with major international construction and development company John Laing PLC.

His time with this leading global company saw him gain valuable experience in property planning, marketing, feasibility analysis and project management.

Mr Lennon's responsibilities since joining Peet have included project management, broadacre acquisitions, marketing and financing, and a six-year stint as head of conveyancing services.

Mr Lennon moved to Victoria almost a decade ago to establish Peet's operations in that State and has overseen significant expansion there.

Currently Peet's National Business Development Director, he has previously held the positions of Director of Marketing and Director of Eastern States Operations, responsible for Victorian, Queensland and New South Wales projects.

3 Adoption of Remuneration Report

Section 250R(2) of the Corporations Act requires a resolution adopting the remuneration report must be put to the vote. The Remuneration Report is set out on pages 40 to 52 of the Annual Report.

Shareholders are advised that the vote on this item is advisory only and does not bind the directors or the Company.

4 Grant of Options to Managing Director

The purpose of Resolution 4 is to approve the grant of 1,200,000 options ("Options") to the Company's Managing Director ("MD") and Chief Executive Officer ("CEO") under the Peet Employee Share Option Plan ("Plan"), which was approved in 2004.

Mr Brendan Gore was appointed the Company's MD and CEO, effective 6 August 2007.

Subject to approval by shareholders, the Board proposes that Options will be issued to Mr Gore under the Plan and on the terms summarised below.

Peet remuneration policy

The objective of the Company's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. Remuneration consists of a fixed annual remuneration and performance related remuneration (including participating in the Plan).

It should be noted that the issue of Options to senior executives is a well-established and standard component of the Company's remuneration structures. The Directors, other than Mr Gore in view of his personal interest in the Resolution, believe it is appropriate to grant Mr Gore the Options under the Plan.

Summary of Plan

A summary of the key features of the long-term incentive arrangements for the grant of Options to eligible Employees (including Executive Directors) under the Plan is set out below. A grant of Options to a particular Employee is subject to the Plan's rules and the terms of the specific grant.

Invitation to participate - Eligible employees, at the discretion of the Board, may be invited to apply for Options on terms and conditions to be determined by the Board, including as to:

• the method of calculation of the exercise price of each Option;
• the number of Options being offered and the maximum number of shares over which each option is granted;
• the period or periods during which any of the Options may be exercised;
• the dates and times when the Options lapse;
• the date and time by which the application for Options must be received by Peet; and
• any applicable conditions which must be satisfied or circumstances which must exist before the Options may be exercised.

Consideration - unless the Board determines otherwise, no payment will be required for a grant of Options under the Plan.

Exercise Conditions - generally, as a pre-condition to exercise, any exercise conditions determined by the Board in respect of an Option must be satisfied. However, the Board has the discretion to enable an option holder to exercise Options where the exercise conditions have not been met, including, for example, where a court orders a meeting to be held in relation to a proposed compromise or arrangement in respect of the Company, or a resolution is passed or an order is made for winding up the Company.

Exercise Price – the Board sets the exercise price based on factors it deems appropriate.

Lapse of Options - generally, unexercised Options will lapse upon the earlier to occur of a variety of events specified in the rules of the Plan, including, on the date or in circumstances specified by the Board in the invitation, failure to meet the Options' exercise conditions in the prescribed period or on the 10 year anniversary of the date of grant of the Options.

Transfer of Options – an Option granted to an employee is not transferable, except with the consent of the Board or by force of law upon death to the Employee's legal personal representative or upon bankruptcy to the Employee's trustee in bankruptcy.

Proposed grant of Options to Mr Gore

Number of Options

It is anticipated that the Options will be granted to Mr Gore by 30 November 2007. The number of Options that will be granted to Mr Gore under the Plan for which shareholder approval is required is 1,200,000.

Terms of offer and grant

• (a) The Options will be offered and granted under the rules of the Plan (as amended from time to time) but subject to the following terms and conditions:

  • (i) the Options will be granted for nil consideration;
  • (ii) subject to clauses (iii) and (b) below, the Options will lapse on the Options Expiry Date, which is the business day immediately preceding the third anniversary of the date Mr Gore ceases to be an Employee of a Peet group company;
  • (iii) subject to clause (b) below, if the agreement terminates:
    • (A) prior to the first anniversary of the commencement date ("Commencement Date") of Mr Gore's employment agreement ("Agreement"), all of the 1,200,000 Options will lapse;
    • (B) between the first anniversary of the Commencement Date and the day immediately preceding the second anniversary of the Commencement Date, 900,000 Options will lapse;
    • (C) between the second anniversary of the Commencement Date and the day immediately preceding the third anniversary of the Commencement Date, 600,000 Options will lapse;
    • (D) between the third anniversary of the Commencement Date and the day immediately preceding the fourth anniversary of the Commencement Date, 300,000 Options will lapse; and
    • (E) on or after the fourth anniversary of the Commencement Date, no Options will lapse until the Options Expiry Date;
  • (iv) the exercise price of each Option is $4.10, compared to the market price at the date of this notice of $3.68; and
  • (v) the Options may be exercised at the expiry of Mr Gore's current term of employment and until the Options Expiry Date, and in accordance with the rules of the Plan (as amended from time to time) and with Peet's current Directors' share and option trading policy notified to him from time to time.

• (b) If Peet terminates Mr Gore's appointment other than for the following:

  • (i) Mr Gore engaging in any act or omission which, in the reasonable opinion of Peet, constitutes misconduct in respect of the employment;
  • (ii) in the reasonable opinion of Peet, Mr Gore failing or neglecting to perform or exercise his powers or Duties in a satisfactory way;
  • (iii) Mr Gore committing a breach or non-observance of fundamental terms of the Agreement, or committing a serious or persistent breach or non-observance of any other term of the Agreement;
  • (iv) Mr Gore committing a breach of confidentiality and intellectual property rights clauses in the Agreement;
  • (v) Mr Gore being guilty of any conduct which, in the reasonable opinion of Peet, might tend to injure the reputation or the business of the Peet group;
  • (vi) Mr Gore refusing or neglecting to comply with any lawful direction given to him by the Board or any other person duly authorised by the Board; or
  • (vii) Mr Gore being charged with or convicted of a criminal offence which, in the reasonable opinion of Peet, might tend to injure the reputation or business of Peet,

prior to the third anniversary of the Commencement Date, no Options will lapse until the Options Expiry Date.

(c) Mr Gore may, by notice to Peet at least five business days prior to the grant of the Options, direct that Peet grant the Options to an affiliate, in satisfaction of Peet's obligation to grant the Options to Mr Gore, and Peet will comply with such notice.

Requirements for approval

Shareholder approval for the participation by Mr Gore in the Plan and the granting of Options to him and the issuing of shares on the vesting of those Options is sought for all purposes under the Corporations Act and the ASX Listing Rules including the following:

(a) ASX Listing Rule 10.14 provides that a listed company must not permit a Director to acquire securities or rights to securities under an employee incentive scheme without the approval of shareholders by ordinary resolution. Accordingly, approval of shareholders is sought for the purpose of ASX Listing Rule 10.14 to enable Peet to grant the Options and subsequently issue shares to Mr Gore.

In accordance with ASX Listing Rules 10.14 and 10.15, the following additional information is provided for shareholders:

• (i) The price payable by Mr Gore for the Options is nil.
• (ii) Mr Warwick Donald Hemsley and Mr Anthony James Lennon received grants of 600,000 options each under the Plan in June 2004. The options were granted for nil consideration and had an exercise price of $1.20.

At the time of granting Mr Hemsley was an Executive Director and eligible to participate in the Plan.

• (iii) The only director eligible to participate in the issue of Options under the Plan the subject of Resolution 4 is Mr Gore.
• (iv) Upon satisfaction of the vesting conditions, as referred to above, Mr Gore will be entitled to exercise each Option and be issued with one fully paid ordinary share in the Company (subject to the terms of issue of the Options, the Plan and other matters required by the Corporations Act and /or ASX Listing Rules).
• (v) Peet will loan Mr Gore, on an interest free basis, such moneys as may be required by Mr Gore to pay any taxation liability, which is solely referable to the grant of the Options. Mr Gore agrees to repay any such loan within 60 business days of termination of the Agreement.

As security for the repayment of the loan, Mr Gore agrees to grant security over the Options in such form as may be reasonably required by Peet.

Peet agrees to bear any fringe benefits tax liability referable to the loan.

• (vi) If shareholders approve Resolution 4, 1,200,000 Options will be granted to Mr Gore by 30 November 2007.
• (b) Under section 200B of the Corporations Act, a company may only give a person a financial benefit in connection with their ceasing to hold a board or managerial office in the company or a related body corporate if it is approved by shareholders or an exemption applies.

As summarised above, if the Agreement is terminated by Peet prior to the third anniversary of the Commencement Date for reasons other than the stated events of default on the part of Mr Gore, none of the Options lapse until the Options Expiry Date. If the Agreement terminates prior to the fourth anniversary of the Commencement Date for other reasons, a specified number of Options lapse at the various times referred to above. To the extent that the difference in the timing of the lapsing of the Options may be regarded as a benefit given to Mr Gore for the purposes of section 200B of the Corporations Act, shareholder approval is sought for such benefit. The value of such benefit varies depending on whether the Agreement is terminated by Peet for reasons other than the stated events of default on the part of Mr Gore, or is terminated for other reasons, and at what stage the Agreement is terminated during the term of the Agreement.

Recommendations of the Directors of Peet

The Directors, other than Mr Gore, recommend that shareholders vote in favour of Resolution 4. Mr Gore does not give a recommendation in view of his personal interest in the Resolution.

5 Approval of payment to Mr B D Gore on termination of his employment agreement

Under clause 12.2 of the Mr Gore's employment agreement ("Agreement"), in the event the Agreement is terminated prior to the expiry of the third year of the term of the Agreement due to either:

• (a) the company locating its principal place of business to a place other than Perth, Western Australia; or
• (b) the company seeking to materially change the employment status of Mr Gore,

the Company agrees to pay Mr Gore an amount equal to 150% of Fixed Annual Remuneration with respect to the year of the term of the Agreement in which the Agreement is terminated, within 14 business days of the date of termination of the Agreement.

Fixed Annual Remuneration is defined in the Agreement to mean the total remuneration payable to Mr Gore under the Agreement excluding bonuses.

The purpose of the payment is to compensate Mr Gore in the event the Agreement is terminated due to a material change in the circumstances referred to above and which existed at the time the Agreement was made. It is important to note the payment will only be made in the event the Agreement is terminated in the circumstances summarised above.

Under section 200B of the Corporations Act, a company may only give a person a financial benefit in connection with their ceasing to hold a board or managerial office in the company or a related body corporate if it is approved by shareholders or an exemption applies. Accordingly, approval is sought for the payment of an amount equal to 150% of Fixed Annual Remuneration by the company to Mr Gore should the Agreement be terminated in the circumstances summarised above.

Recommendations of the Directors of Peet

The Directors, other than Mr Gore, recommend that shareholders vote in favour of Resolution 5. Mr Gore does not give a recommendation in view of his personal interest in the resolution.

the Chairmanof the Meeting		스스스 Please leave this box blank if you haveselected the Chairman of the Meeting.Do not insert your own name(s).
--------------------------------	--	-------------------------------------------------------------------------------------------------------------------------

	Item 2 (a) Re-election of Mr Warwick Donald Hemsley as a Director
Item $2(b)$	Re-election of Mr Anthony James Lennon as a Director
Item 3	Adoption of Remuneration Report
Item 4	Grant of Options to Managing Director
Item 5	Approval of payment to Managing Director on termination of his employment agreement

Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director and Sole Company Secretary	Director	Director/Company Secretary
I ND1234567890	000001 000 PPCMR JOHN SMITH 1FLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030	Change of name and/or address. If yourname and/or address is incorrect, please markthis box and make the correction on this form.Securityholders sponsored by a broker (referencenumber commences with 'X') should advise yourbroker of any changes. Please note, you cannotchange ownership of your securities using this form.
n n n	200D	Computershare