PEET LIMITED — AGM Information 2010

Oct 13, 2010

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.

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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 Hotel, 14 Mill Street, Perth, Western Australia on Tuesday, 16 November 2010 at 10.00 am (AWST).

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 2010.

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 re-elected as a director of the Company.
• b) That Anthony Wayne 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 re-elected 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 2010 be adopted."

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

Special Business

4 Approval for grant of FY10 Performance Rights under the Peet Limited Performance Rights Plan to Anthony James Lennon

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

"For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given to grant 118,098 FY10 Performance Rights to Anthony James Lennon (a Director of the Company) under the Peet Limited Performance Rights Plan, as amended from time to time, and on the terms and conditions set out in the Explanatory Memorandum accompanying the notice of this meeting."

5 Approval for grant of FY11 Performance Rights under the Peet Limited Performance Rights Plan to Brendan Gore

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

"For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given to grant 826,045 FY11 Performance Rights to Brendan Gore (a Director of the Company) under the Peet Limited Performance Rights Plan, as amended from time to time, and on the terms and conditions set out in the Explanatory Memorandum accompanying the notice of this meeting."

6 Approval for grant of FY11 Performance Rights under the Peet Limited Performance Rights Plan to Anthony James Lennon

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

"For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given to grant 112,245 FY11 Performance Rights to Anthony James Lennon (a Director of the Company) under the Peet Limited Performance Rights Plan, as amended from time to time, and on the terms and conditions set out in the Explanatory Memorandum accompanying the notice of this meeting."

7 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 regulation 7.11.37 of the Corporations Regulations, 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 (AWST), Sunday, 14 November 2010. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Voting exclusions

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on Resolutions 4, 5 and 6 by any director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company), and any associates of those directors, unless the vote is cast in the following circumstances:

• by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• 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 to attend and vote instead of the shareholder. A proxy need not be a shareholder.

A shareholder that is entitled to cast two (2) or more votes may appoint up to two (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 share registry, Computershare Investor Services,

• In Person: to Level 2, 45 St Georges Terrace, Perth WA
• By Mail: to GPO BOX 242, Melbourne, Vic 3001
• By Facsimile: 1800 783 447 or +61 3 9473 2555 (outside Australia) , or
• Custodian voting For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions,

by no later than 10.00am (AWST), Sunday, 14 November 2010.

By Order of the Board Dated: 8 October 2010

Dom Scafetta Group 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.

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 2010,

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.

Also, a reasonable opportunity will be given to members as a whole at the meeting to ask the company's auditor questions relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

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 five or less, then two of the remaining directors must retire from office.

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

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

WARWICK DONALD HEMSLEY, BComm, Assoc Dip Val, CPA, FAPI (Age 55), is a Non-executive Director of Peet.

Warwick Hemsley's long-standing association with Peet extends from 1985 when he became a director and significant shareholder in the Company. During that time he has served as Managing Director and Chief Executive Officer for 17 years, retiring in August 2007.

A 30-year veteran of the property industry, Mr Hemsley is a widely respected leader and continues to hold high-profile roles in key industry and other commercial bodies.

He is a past President of the Urban Development Institute of Australia (WA) and past Chairman of the Housing Industry Forecasting Group – a joint government and industry body which monitors and forecasts housing demand - and the past President of the Western Australian Chamber of Commerce & Industry.

Mr Hemsley has served in a number of community roles and has an active role as Chairman of the West Australian Opera Company and Council Member of the National Gallery of Australia. He is a former Chairman of the Australia Day Council of Western Australia and continues to participate on the management committee.

ANTHONY WAYNE (TONY) LENNON, FAICD (Age 68), is the Non-executive Chairman of Peet.

Tony Lennon has been a director of Peet for 25 years and was Executive Chairman before the company was listed on the Australian Securities Exchange in 2004. He brings more than 40 years' property experience to the position of Chairman of the Board.

A qualified valuer, Mr Lennon acquired a controlling interest in, and assumed the position of Managing Director of, Peet Limited in 1985. Today, he continues to maintain a significant and active interest in the company.

Mr Lennon is a Fellow of the Australian Institute of Company Directors and an Associate of the Australian Property Institute. A former President of the Real Estate Institute of Western Australia, he has also served as a Councillor of the national body, the Real Estate Institute of Australia.

His industry service has included State Government appointed roles as Chairman of both the Perth Inner City Living Taskforce and the Residential Densities Review Taskforce. He was also a Member of the Commercial Tribunal (Commercial Tenancies).

Mr Lennon is a former President of Western Australia's Shire of Peppermint Grove and Deputy Chairman of the National Board of the Australia Day Council. He is also a former Chairman of the Curtin Aged Persons Foundation and a founding Director of the Wearne and the Riversea Hostels for the Aged, both of which are locally initiated and managed community facilities.

Directors' recommendation regarding the re-election of Mr W D Hemsley With Mr W D Hemsley abstaining, the Directors unanimously recommend you vote in favour of the re-election of Mr W D Hemsley.

Directors' recommendation regarding the re-election of Mr A W Lennon With Mr A W Lennon abstaining, the Directors unanimously recommend you vote in favour of the re-election of Mr A W Lennon.

3 Adoption of Remuneration Report

Section 250R(2) of the Corporations Act requires a resolution adopting the Remuneration Report be put to the vote. The Remuneration Report is set out on pages 32 to 44 of the 2010 Annual Report.

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

A reasonable opportunity will be given to shareholders as a whole at the meeting to ask questions about or make comments on the Remuneration Report.

4 Resolution 4 - Approval for the grant of FY10 Performance Rights to Anthony James Lennon ("Lennon") under the Peet Limited Performance Rights Plan ("PRP")

Shareholder approval is sought for the purposes of ASX Listing Rule 10.14 and all other purposes for the granting of 118,098 FY10 Performance Rights to Lennon (National Business Development Director) under the PRP.

At the 2009 Annual General Meeting ("AGM"), shareholders approved the granting of FY10 Performance Rights to Mr Brendan Gore, Managing Director and Chief Executive Officer of Peet ("Gore"). The FY10 Performance Rights were granted to Gore on 11 February 2010 on the terms and conditions approved by shareholders.

In June 2010, members of Gore's Executive Team – whose details are provided in the 2010 Annual Report – were granted FY10 Performance Rights on the same terms and conditions as Gore (except as to quantum and grant date).

Lennon, being a member of the Executive Team, was invited to apply for a grant of FY10 Performance Rights on the same basis as other members of the Executive Team, except that his grant is subject to shareholder approval.

A summary of the terms of the FY10 Performance Rights proposed to be granted to Lennon is shown below:

Security	Vesting Term	ExercisePrice	PerformanceConditions1
Performance Rights	3 years	$0.00	NOPAT Growth
			FUM Growth

1. Refer to discussion following on Performance Conditions.

Performance conditions

The Performance Conditions in respect to the FY10 Performance Rights will be measured over the three-year period from 1 July 2009 to 30 June 2012 ("FY10 Performance Period").

The measures used to determine performance are Net Operating Profit after Tax ("NOPAT") Growth and Funds under Management ("FUM") Growth.

The vesting of 50% of the FY10 Performance Rights granted to Lennon will be subject to the NOPAT Growth condition, while the remaining 50% of the FY10 Performance Rights will be subject to the FUM Growth condition.

NOPAT Growth

NOPAT is the net operating profit after tax, excluding the write-down in carrying value of inventories.

NOPAT Growth will be measured as the average increase in NOPAT over the FY10 Performance Period.

Of the FY10 Performance Rights to be issued subject to the NOPAT Growth condition, the proportion to vest will be as follows:

Performance Level	3-year NOPAT Growth target	ProportionofPerformanceRights that may be eligible tovest
Less than the target	Less than 8%p.a.	Nil
Target	8%p.a.	25%
Target - Maximum	8%p.a. - 12%p.a.	Proportion of NOPAT Growthgrant vesting increases in astraight line between 25% and100%.
Maximum	Greater than 12%p.a.	100%

FUM Growth

FUM Growth will be measured as the cumulative value of properties:

• acquired by Peet on balance sheet and subsequently sold into a Peet syndicate; or
• funded by way of a Peet syndicate; or
• for which Peet has been appointed development manager,

during the FY10 Performance Period.

The aggregate of the FUM Growth during the FY10 Performance Period is then compared to the FUM Growth target set by the Board.

The Board will review the FUM Growth targets each year and determine what particular activities can or can't be included in such targets, for the subsequent three-year performance period.

For example, the FUM Growth targets set in respect to the FY10 Performance Rights include the recently announced Peet Yanchep Land Syndicate, which is specifically excluded from the FY11 Performance Rights FUM Growth targets (refer below).

Performance Level	Aggregate FUM Growth targetduring FY10 Performance Period	ProportionofPerformanceRights that may be eligible tovest
Less than the target	Less than $60 million	0%
Target	$60 million	50%
Target - Maximum	$60 million – $100 million.	Proportion of FUM Growth grantvesting increases in a straightline between 50% and 100%.
Maximum	Greater than $100 million	100%

Of the half of the FY10 Performance Rights to be issued subject to the FUM Growth condition, the proportion to vest will be as follows:

5 Resolutions 5 and 6 - Approval for the grant of FY11 Performance Rights to Brendan Gore ("Gore") and Anthony James Lennon ("Lennon") under the Peet Limited Performance Rights Plan ("PRP")

Shareholder approval is sought for the purposes of ASX Listing Rule 10.14 and all other purposes for the granting of 826,045 FY11 Performance Rights to Gore (Managing Director and Chief Executive Officer of the Company); and 112,245 FY11 Performance Rights to Lennon (National Business Development Director) under the PRP.

A summary of the terms of the FY11 Performance Rights proposed to be granted to Gore and Lennon is shown below:

Security	Vesting Term	Exercise Price	Performance Conditions1
Performance Rights	3 years	$0.00	NOPAT GrowthROE

1. Refer to discussion following on Performance Conditions.

Performance conditions

The Performance Conditions will be measured over a three-year period from 1 July 2010 to 30 June 2013 ("FY11 Performance Period").

The measures used to determine performance are Funds under Management ("FUM") Growth and Relative Return on Shareholders' Equity based on the S&P/ASX 200 Industrials ("ROE").

The vesting of 50% of the FY11 Performance Rights granted to Gore and Lennon will be subject to the FUM Growth condition, while the remaining 50% of the FY11 Performance Rights will be subject to the ROE condition.

FUM Growth

The FUM Growth condition applying to the FY11 Performance Rights will be on the same criteria as for the FY10 Performance Rights. Refer to the disclosure at section 4 of this Explanatory Memorandum.

ROE

ROE will be measured as the average net profit after tax (NPAT) over three years (i.e. the FY11 Performance Period), divided by the average starting and ending equity. The calculation of ROE does not consider "underlying" NPAT (i.e. it does not exclude writedowns).

The Board will have discretion to amend the calculation of ROE to take account of capital raisings, approved by the Board for the long term benefit of the Company, but which would impact the calculation of ROE.

The Company's ROE will then be compared to the ROE of the S&P/ASX 200 Industrials.

Of the half of the FY11 Performance Rights to be issued subject to the ROE condition, the proportion to vest will be as follows:

Performance Level	ROE result compared to S&P/ASX200 Industrials	ProportionofPerformanceRights that may be eligible tovest
Less than the target	Below 50th percentile	0%
Target	Equal to 50th percentile	50%
Target - Maximum	Between 50th and 70th percentile	ProportionofROEgrantvesting increases in a straightline between 50% and 100%.
Maximum	Greater than 70th percentile.	100%

6 ASX Listing Rule 10.14 approval

Broadly, ASX Listing Rule 10.14 provides that a company must obtain shareholder approval if it wishes to grant Performance Rights under an "employee incentive scheme" to a Director of the Company.

For the purposes of ASX Listing Rule 10.14, the PRP is an "employee incentive scheme". Accordingly, the grant of Performance Rights (i.e. the FY10 and FY11 Performance Rights and shares issued following the vesting of those Performance Rights under the PRP) to Gore and Lennon requires separate shareholder approval for the purposes of ASX Listing Rule 10.14.

For the purposes of ASX Listing Rule 10.15, the following information is provided:

(i) If the person to whom the securities will be issued is not a director, a statement of the relationship between the person and the director

• Gore is the Managing Director and Chief Executive Officer of the Company.
• Lennon is an executive director carrying the title of National Business Development Director.

(ii) The maximum number of securities that may be acquired by all persons for whom approval is required and the formula for calculating the number of securities to be issued

The maximum aggregate number of securities that may be issued to Gore and Lennon if Resolutions 4 to 6 (inclusive) are passed is 1,056,388 Performance Rights.

Level of participation

The level of participation offered to Gore and Lennon under the PRP has been determined with reference to market practice and within Peet's remuneration policies as set out in the Remuneration Report.

• The Long Term Incentive amount for Gore is 100% of his current fixed pay of $850,000.
• The Long Term Incentive amount for Lennon is 30% of his current fixed pay of $385,000.

The number of FY10 Performance Rights allocated to Lennon was determined by dividing his Long Term Incentive amount by the estimated fair value of a Performance Right at 6 October 2009, which was calculated to be $0.978. This valuation was used as it is consistent with the valuation used to allocate FY10 Performance Rights to Gore and the rest of his Executive Team.

The number of FY11 Performance Rights allocated to Gore and Lennon was determined by dividing their respective Long Term Incentive amount by the estimated fair value of a Performance Right at 20 September 2010, which was calculated to be $1.029.

Valuation

The Company commissioned external advisers to provide an indicative value of the FY10 and FY11 Performance Rights the subject of Resolutions 4 to 6 (inclusive).

The fair value of a FY10 Performance Right is based on a Black-Scholes option pricing model and the fair value of a FY11 Performance Right is based on a Binomial pricing model as calculated by separate external advisers. These have then been discounted to reflect the probability of achieving the relevant performance hurdles, as at the date of the valuation.

A summary of the inputs and assumptions adopted by the external advisers is contained in the following table:

PerformanceRight	ExpiryDate	AssumedExerciseDate	UnderlyingSharePrice	ExercisePrice	DividendYield	Risk FreeRate	Volatility
FY10 1	06/10/12	06/10/12	$1.83	$0.00	4.00%	4.77%	40%-45%
FY11 2	20/09/15	20/09/13	$1.95	$0.00	4.27%	4.74%	40%

1. Fair value based on a Black-Scholes option pricing model.

2. Fair value based on a Binomial pricing model.

(iii) The price, or the formula for calculating the price, for each security to be acquired under the PRP

No payment is required for the grant of a FY10 or FY11 Performance Right or for the issue of the relevant shares upon vesting of the same.

(iv) The names of all persons referred to in ASX Listing Rule 10.14 who received securities under the PRP since the last approval, the number of the securities received, and acquisition price for each security

None of the persons referred to in ASX Listing Rule 10.14 have received securities under the PRP since the last approval date.

The Directors mentioned in the table below are the only persons referred to in Listing Rule 10.14 who have previously received securities under the PRP.

The Performance Rights referred to in the table below do not form part of the Performance Rights the subject of Resolutions 4 to 6 (inclusive).

Issued to	Grant date	Quantity	Exerciseprice	Status
Gore	18/12/200811/02/2010	120,000869,121	$0.00$0.00	Not yet vestedNot yet vested
Lennon	18/12/2008	35,000	$0.00	Not yet vested

(v) The names of all persons referred to in ASX Listing Rule 10.14 entitled to participate in the PRP

Gore and Lennon are the only persons referred to in ASX Listing Rule 10.14 entitled to participate in the grants under the PRP being considered at this meeting.

(vi) Voting exclusion statement

Refer to the "voting exclusion statement[/s]" in the Notice of Meeting attached to this Explanatory Memorandum.

(vii) The date by which Peet will grant the securities

The FY10 and/or FY11 Performance Rights will be granted as soon as practicable after shareholder approval is obtained and in any event no later than 3 months after this meeting.

(viii) Details of loans provided in respect to the grant of securities

No loans will be provided to Gore or Lennon in respect to the grant of FY10 and/or FY11 Performance Rights (as applicable).

7 Other information

The table below sets out:

• The existing interests of Gore and Lennon in the Company's shares and other securities;
• The maximum number of securities (i.e. Performance Rights and shares issued following the vesting of the Performance Rights) that may be issued to Gore and Lennon under the PRP; and
• The interests of Gore and Lennon after the Performance Rights have been issued (assuming they have been issued the maximum number of Performance Rights under the PRP).

	Existing Interests			Proposed Grant		Interests after Proposed Grant
Director	No ofPerfRights	No. ofShares 1, 2	% ofShares 3	Max.No ofPerf Rights	Max. Noof Shares		Max. No ofShares	Max. % ofShares 3
Gore	989,121	-	N/A	826,045	826,045	1,815,166	1,815,166	<1%
Lennon	35,000	934,420	<1%	230,343	230,343	265,343	1,199,763	<1%

1. Gore also holds 2,600,000 unlisted options.

2. Lennon's shareholding is based on the Appendix 3Y lodged 16 April 2010; he also holds 400,000 unlisted options.

3. Based on 300,681,486, shares on issue at the date of the 2010 Annual Report and assuming that all existing interests in Performance Rights, but not Options, vest and are converted to ordinary shares.

Trading history

In the 12 month period before the date of this Notice of Meeting, the highest price of Peet shares was $2.42 on 19 April 2010 and the lowest price was $1.79 on 25 August 2010 and 5 October 2010. The volume weighted average price on the ASX over the 10 trading days prior to the date of this Notice of Meeting was $1.86. The closing price on the trading day prior to the date of this Notice of Meeting was $1.86.

Remuneration

Details of Gore's and Lennon's total current remuneration are shown in the Company's 2010 Remuneration Report forming part of the 2010 Annual Report. For those shareholders that have elected not to receive the 2010 Annual Report, an electronic copy can be found on the Company's website at www.peet.com.au.

8 Directors' recommendation about the proposed Resolutions and interest in the outcome of the proposed Resolutions

Lennon has a material personal interest in the outcome of Resolutions 4 and 6, and accordingly abstains from making a recommendation in respect of those Resolutions.

Gore has a material personal interest in the outcome of Resolution 5, and accordingly abstains from making a recommendation in respect of that Resolution.

The Board (with Lennon abstaining) recommends that shareholders vote in favour of Resolutions 4 and 6.

The Board (with Gore abstaining) recommends that shareholders vote in favour of Resolution 5.

These recommendations are made on the basis that several benefits will flow to the Company by issuing Performance Rights to Gore and Lennon under the PRP, including the following:

• (i) PRPs are a common and effective means of motivating and improving the performance of senior executives.
• (ii) It will ensure that the interests of executives, such as Gore and Lennon, are aligned with the interests of shareholders.
• (iii) The PRP is designed to provide an incentive for future performance with restrictions on securities vesting under the PRP Rules encouraging executives, such as Gore and Lennon, to remain with the Peet Group.

The Board considers the targets set for the vesting conditions to have an appropriate balance between being:

• (i) achievable and therefore incentivising Gore and Lennon; and
• (ii) challenging to ensure Gore's and Lennon's performance is appropriately remunerated and their interests are aligned to those of shareholders.

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000001 000 PPC MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

*S000001Q01*

For your vote to be effective it must be received by 10:00am (AWST) Sunday 14 November 2010

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

View the Annual Report:

www.peetannualreports.com.au

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SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030				Change of address. If incorrect,mark this box and make thecorrection in the space to the left.Securityholders sponsored by abroker (reference numbercommences with 'X') should adviseyour broker of any changes.		I	I99999999999999999999		IND
Proxy Form					Please mark				to indicate your directions
			Appoint a Proxy to Vote on Your Behalf						XX
			I/We being a member/s of Peet Limited hereby appoint						PLEASE NOTE: Leave this box
the Chairmanof the Meeting	OR							blank if you have selected theinsert your own name(s).	Chairman of the Meeting. Do not
				or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxyto act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, asthe proxy sees fit) at the Annual General Meeting of Peet Limited to be held at the Parmelia Hilton Hotel, 14 Mill Street, Perth, WesternAustralia on Tuesday, 16 November 2010 at 10:00am (AWST) and at any adjournment of that meeting.
	Items of Business	undirected proxies in favour of Resolutions 4 - 6.		Important for Resolutions 4 - 6: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Resolutions4 - 6 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman ofthe Meeting will not cast your votes on Resolutions 4 - 6 and your votes will not be counted in computing the required majority if a poll is calledon these Resolutions if the Chairman has an interest in the outcome of these Resolutions. The Chairman of the Meeting intends to voteI/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of thoseResolutions and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
Ordinary Business
Resolution 2a			Re-election of director - Warwick Donald Hemsley
Resolution 2b			Re-election of director - Anthony Wayne Lennon
Resolution 3		Adoption of Remuneration Report
Special Business
Resolution 4	Anthony James Lennon			Approval for grant of FY10 Performance Rights under the Peet Limited Performance Rights Plan to
Resolution 5	Brendon Gore			Approval for grant of FY11 Performance Rights under the Peet Limited Performance Rights Plan to
Resolution 6	Anthony James Lennon			Approval for grant of FY11 Performance Rights under the Peet Limited Performance Rights Plan to
Individual or Securityholder 1		Signature of Securityholder(s)	Securityholder 2	The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.This section must be completed.		Securityholder 3
Sole Director and Sole Company Secretary			Director				Director/Company Secretary
Contact				ContactDaytime				/	/

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