PEET LIMITED — AGM Information 2012

Oct 25, 2012

PEET LIMITED

ABN 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.

PEET LIMITED

ABN 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 Wednesday, 28 November 2012 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 auditor for the year ended 30 June 2012.

2 Election and re-election of directors

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

• (a) "That Trevor James Allen, being a Director of the Company, who retires in accordance with rule 8.1(c) of the Company's Constitution and ASX Listing Rule 14.4, and being eligible, be elected as a Director of the Company";
• (b) "That Graeme William Sinclair, being a Director of the Company who retires in accordance with rule 8.1(e) of the Company's Constitution and ASX Listing Rule 14.4, and being eligible, be re-elected as a Director of the Company"; and
• (c) "That Anthony Wayne Lennon, being a Director of the Company who retires in accordance with rule 8.1(d) of the Company's Constitution, and being eligible, be 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 2012 be adopted."

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

Voting exclusion statement

The Company will disregard any votes cast on Resolution 3 by or on behalf of the Company's key management personnel whose remuneration is disclosed in the Remuneration Report ("KMP"), or their closely related parties, whether as a shareholder or as a proxy. However, the Company need not disregard a vote cast on Resolution 3 by a KMP, or a closely related party of a KMP, if:

• the vote is cast as a proxy on behalf of a person entitled to vote on Resolution 3 and that vote has been cast as specified on the proxy form; or
• where there is no specified voting direction, the vote is cast by the chair of the meeting as a proxy on behalf of a person entitled to vote on Resolution 3 and their appointment expressly authorises the chair to exercise the proxy even though Resolution 3 is connected with the remuneration of the KMP.

Special Business

4 Approval for grant of FY13 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 2,086,677 FY13 Performance Rights to the Managing Director and Chief Executive Officer, Mr Brendan Gore, under the Peet Limited Performance Rights Plan, as amended from time to time, and on the terms and conditions summarised in the Explanatory Memorandum."

Voting exclusion statement

The Company will disregard any votes cast on Resolution 4 by:

• Mr Gore and by any other director who is eligible to participate in any employee incentive scheme of the Company, or by any of their respective associates; and
• as proxy by a member of the KMP or their closely related parties.

However, the Company need not disregard a vote cast on Resolution 4 by such persons if:

• the vote is cast as a proxy on behalf of a person entitled to vote on Resolution 4 and that vote has been cast as specified on the proxy form; or
• where there is no specified voting direction, the vote is cast by the chair of the meeting as a proxy on behalf of a person entitled to vote on Resolution 4 and their appointment expressly authorises the chair to exercise the proxy even though Resolution 4 is connected with the remuneration of a member of the KMP.

5 Approval for payment to Anthony James Lennon

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

"That for all purposes under the Corporations Act, approval is given for the payment of $192,500 to Mr Anthony James Lennon in respect of past services carried out over a career of more than 20 years."

Voting exclusion statement

The Company will disregard any votes cast on Resolution 5 by:

• Mr Anthony James Lennon or his associates, whether as a shareholder or as a proxy; or
• as proxy by a member of the KMP or their closely related parties.

However, the Company need not disregard a vote cast on Resolution 5 by such persons, if:

• the vote is cast as a proxy on behalf of a person entitled to vote on Resolution 5 and that vote has been cast as specified on the proxy form; or
• where there is no specified voting direction, the vote is cast by the chair of the meeting as a proxy on behalf of a person entitled to vote on Resolution 5 and their appointment expressly authorises the chair to exercise the proxy even though Resolution 5 is connected with the remuneration of a member of the KMP.

6 Increase in Directors' fee pool

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

"That in accordance with clause 8.3 of the Company's Constitution and ASX Listing Rule 10.17, the maximum aggregate remuneration which may be paid to the Company's non-executive directors in any year be increased by $300,000 to $900,000 (inclusive of superannuation)."

Voting exclusion statement

The Company will disregard any votes cast on Resolution 6 by:

• a director of the Company, or by any of their associates; or
• as proxy by a member of the KMP or their closely related parties.

However, the Company need not disregard a vote cast by such persons if:

• it is cast as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form; or
• where there is no specified voting direction, the vote is cast by the chair of the meeting as a proxy on behalf of a person entitled to vote on Resolution 5 and their appointment expressly authorises the chair to exercise the proxy even though Resolution 5 is connected with the remuneration of a member of the KMP.

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 2001 (Cth), for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are the registered holders at 7.00pm (Sydney time), Monday, 26 November 2012. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

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.

Members of the KMP (which includes each of the directors) will not be able to vote as proxy on Resolutions 3, 4, 5 and 6 unless the shareholder instructs them how to vote, or in the case of the Chairman of the meeting, unless the shareholder expressly authorises the Chairman of the Meeting to do so.

If you intend to appoint a member of the KMP (other than the Chairman) as your proxy, then you should ensure you direct your proxy how to vote on Resolutions 3, 4, 5 and 6. If you intend to appoint the Chairman of the Meeting as you proxy, and you do not direct your proxy how to vote on Resolutions 3, 4, 5 and 6, you need to expressly authorise the Chairman of the Meeting to exercise your proxy by marking the Chairman's box on the proxy form.

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 3, 4, 5 and 6.

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
• For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions,

by no later than 10.00am (AWST), Monday, 26 November 2012

By Order of the Board Dated: 19 October 2012

Dom Scafetta Group Company Secretary

PEET LIMITED ABN 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 ("AGM").

1 Financial report

The Corporations Act 2001 (Cth) ("Corporations Act") requires the:

• reports of the directors and auditor; and
• annual financial report, including the financial statements of the Company for the year ended 30 June 2012,

to be laid before the AGM. 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 Election and re-election of directors

Mr Trevor James Allen was appointed to the Board in April 2012 by the Directors of the Company under rule 8.1(b) of the Constitution. In accordance with rule 8.1(c) and ASX Listing Rule 14.4, Mr Allen holds office until 28 November 2012 and stands for election to the Board by shareholders.

Rule 8.1(e) of the Company's Constitution and 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. Mr Graeme William Sinclair was last elected by shareholders at the 2009 Annual General Meeting of the Company. Accordingly, Mr Sinclair retires in accordance with rule 8.1(e) of the Company's Constitution and ASX Listing Rule 14.4 and offers himself for re-election.

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. Accordingly, Mr Anthony Wayne (Tony) Lennon retires by rotation and offers himself for re-election.

The experience, qualifications and other information about Messrs Allen, Sinclair and Lennon are shown on the next page.

TREVOR JAMES ALLEN, BCom (Hons), CA, FF, MAICD (Age 56), is an Independent Non-executive Director of the Company.

Trevor Allen joined the Board of the Company in April 2012 after his retirement from KPMG at the end of 2011.

Mr Allen was a partner of KPMG and the National Head of its Mergers and Acquisitions business. He has thirty years experience in the corporate advisory sector including direct involvement in a number of major transactions and market developments over that time through senior positions at SBC Warburg (now part of UBS), Baring Brothers and KPMG.

Mr Allen recently joined ICS Advisory as a Non-Executive Director and was previously a board advisor to Penrice Soda Holdings Limited.

He is also a Director and Honorary Treasurer of the Juvenile Diabetes Research Foundation where he also chairs its Finance, Audit and Risk Committee.

Mr Allen is a member of FINSIA's Corporate Finance Advisory Group.

GRAEME WILLIAM SINCLAIR, BComm, CA, ACIS, ACSA, FAICD (Age 65), is an Independent Non-executive Director of the Company.

A qualified Chartered Accountant with more than 35 years accumulated experience in investment and wealth management services, Graeme Sinclair joined the Board of the Company in June 2004.

Mr Sinclair gained his accounting qualifications with an international accounting firm in 1971, before transferring to the firm's London office.

Two years later he returned to Australia and joined the Myer Family Group, an actively-managed long-term investment group. The Myer Family Group holds Australian and international equity portfolios, as well as private equity and property investments.

After becoming the Group's Chief Executive Officer and Managing Director of the Myer Family Company Pty Ltd, Mr Sinclair served in those roles for 13 years before retiring from those positions in mid 2009.

Mr Sinclair is also a Non-executive Director of Mirrabooka Investments Limited, a listed investment company specialising in investing in small and medium sized companies.

Mr Sinclair has a number of philanthropic activities, including being a Trustee of the William Buckland Foundation, one of Australia's largest philanthropic foundations, and a Director of Habitat for Humanity Australia (Victoria) Inc, having previously served as Secretary of both The Myer Foundation and the Sidney Myer Fund.

ANTHONY WAYNE (TONY) LENNON, FAICD (Age 71), is the Non-executive Chairman of the Company.

Tony Lennon was Executive Chairman before the Company was listed on the Australian Securities Exchange in 2004.

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 election of Mr T J Allen

With Mr T J Allen abstaining, the Directors unanimously recommend you vote in favour of the election of Mr T J Allen.

Directors' recommendation regarding the re-election of Mr G W Sinclair

With Mr G W Sinclair abstaining, the Directors unanimously recommend you vote in favour of the re-election of Mr G W Sinclair.

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.

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

Under recent amendments to the Corporations Act, if the Company's remuneration report receives a "no" vote of at least 25% at two consecutive annual general meetings, a resolution must be put to shareholders at the second annual general meeting as to whether another meeting of shareholders should be held within 90 days at which all Directors (other than the Managing Director) who were in office at the date of the relevant Directors' Report must stand for re-election.

The Remuneration Report is set out on pages 39 to 53 of the 2012 Annual Report.

4 Approval for the grant of FY13 Performance Rights ("PRs") to Brendan Gore under the Peet Performance Rights Plan ("PPRP")

Shareholder approval is sought for the purposes of ASX Listing Rule 10.14 and all other purposes for the granting of 2,086,677 FY13 PRs to Mr Gore under the PPRP.

A summary of the terms of the FY13 PRs proposed to be granted to Mr Gore is shown in the table following:

Performance Period	VestingTerm	Exercise Price	PerformanceConditions1	Allocation(%)
01/07/2012 to 30/06/2015	3 yrs	$0.00	EBITDA GrowthFUM Growth	60%40%100%

1. Refer to discussion following on Performance Conditions.

Performance conditions

The Performance Conditions will be measured over a three-year period from 1 July 2012 to 30 June 2015 ("FY13 Performance Period").

The measures used to determine performance are Earnings before Interest, Tax, Depreciation and Amortisation ("EBITDA") Growth and Funds under Management ("FUM") Growth.

The vesting of 60% of the FY13 PRs proposed to be granted to Mr Gore will be subject to the EBITDA Growth condition and 40% to the FUM Growth condition.

EBITDA

The EBITDA Growth condition will be measured as the aggregate EBITDA achieved over the FY13 Performance Period, compared to the Board's internal EBITDA target for the FY13 Performance Period.

The calculation of EBITDA is based on "underlying" EBITDA. That is it does not include either write-downs of inventories and/or development costs or increases in the carrying value of inventories.

Of the 60% of the FY13 PRs proposed to be granted subject to the EBITDA Growth condition, the proportion to vest will be as follows:

Performance Level1	% of FY13 PRs that may be eligible to vest
Less than 85% of the 3-yr EBITDA target ("Target")	0%
85% of the Target	30%
Between 85% and 90% of the Target	30% to 50% (pro-rata)
Between 90% and 100% of the Target	50% to 70% (pro-rata)
Between 100% and 120% of the Target	70% to 100% (pro-rata)
Greater than 120% of the Target	100%
1.The actual performance against target will be reported on in the Company's Remuneration Report following the

end of the FY13 Performance Period.

FUM Growth

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

• acquired by the Company on balance sheet and subsequently sold into a Peet syndicate; or
• funded by way of a Peet syndicate; or
• for which the Company has been appointed development manager (including under a joint venture arrangement),

during the FY13 Performance Period.

The aggregate of the FUM Growth during the FY13 Performance Period is reduced by the proportionate equity interest retained by the Company and 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 will or will not be included in such targets, for the subsequent three-year performance period.

Of the 40% of the FY13 PRs to be issued subject to the FUM Growth condition, the proportion to vest is as follows:

Performance Level	AggregateFUMGrowthtarget for FY13 PerformancePeriod	% of FY13 PRs that may beeligible to vest
Less than the target	Less than $60 million	0%
Target	$60 million	50%
Target to medium	$60 million to $100 million	50% to 70% (pro-rata)
Medium to maximum	$100 million to $150 million	70% to 100% (pro-rata)
Greater than maximum	Greater than $150 million	100%

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 PPRP is an "employee incentive scheme". Accordingly, the grant of FY13 PRs and shares issued following the vesting of the FY13 PRs under the PPRP to Mr Gore requires 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
  • Mr Gore is the Managing Director and Chief Executive Officer of the Company.

(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 Mr Gore if Resolution 4 is passed is 2,086,677 FY13 PRs.

Level of participation

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

The Long Term Incentive ("LTI") amount for Mr Gore is 100% of his current fixed pay of $910,000.

The number of FY13 PRs allocated to Mr Gore was determined by dividing his LTI amount by the estimated fair value of a FY13 PR at 21 September 2012, which was calculated to be $0.4361.

Valuation

The Company commissioned an external adviser to provide an indicative value of the FY13 PRs the subject of Resolution 4.

The fair value of a FY13 PR is based on a Binomial option pricing model. This has 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 adviser in determining the fair value of a FY13 PR are contained in the following table:

Assumed Vesting Date	UnderlyingShare Price	ExercisePrice	DividendYield	Risk FreeRate	Volatility
30 June 2015	$0.70	$0.00	4.20%	2.96%	N/A

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

No payment is required for the grant of a FY13 PR 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 PPRP since the last approval, the number of the securities received, and acquisition price for each security

The Directors mentioned in the table below are the only persons referred to in Listing Rule 10.14 who have received securities under the PPRP since last year's AGM.

Issued to	Grant date	Performance Period	Quantity	ExercisePrice	Status
Mr Gore	16/01/2012	3 yrs ended 30/06/2014	1,137,500	$0.00	Not yet vested
Mr A J Lennon	16/01/2012	3 yrs ended 30/06/2014	144,375	$0.00	Not yet vested

The PRs referred to in the table below do not form part of the PRs the subject of Resolution 4.

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

Mr Gore is the only person referred to in ASX Listing Rule 10.14 entitled to participate in the grant under the PPRP being considered at this meeting.

(vi) Voting exclusion statement

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

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

The FY13 PRs will be granted as soon as practicable after shareholder approval is obtained and in any event no later than 12 months after this meeting.

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

No loans will be provided to Mr Gore in respect to the grant of FY13 PRs.

Other information

The table below sets out:

• the existing interests of Mr Gore in the Company's shares and other securities;
• the maximum number of securities (i.e. PRs and shares issued following the assumed vesting of the PRs) that may be issued to Mr Gore under the PPRP; and
• the interests of Mr Gore after the PRs have been issued (assuming he has been issued the maximum number of PRs under the PPRP).

Existing Interests			Proposed Grant		Interests after Proposed Grant
Director	No ofPRs	No ofShares1	% ofShares2	Max. Noof PRs	Max. Noof Shares	Max. Noof PRs	Max. Noof Shares	Max. %ofShares 3
Mr Gore	1,963,545	489,561	0.15%	2,086,677	2,086,677	4,050,222	4,539,783	1.40%

1. Mr Gore also holds 1,200,000 unlisted options.

2. Based on 321,013,141 ordinary shares on issue at the date of the notice of AGM.

3. Based on shares on issue at the date of the notice of AGM and assuming that all Mr Gore's existing interests in PRs, 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 the Company's shares was $1.225 on 1 November 2011 and the lowest price was $0.625 on 2 July 2012. The volume weighted average price on the ASX over the 10 business days prior to the date of this Notice of Meeting was $0.8532. The closing price on the trading day prior to the date of this Notice of Meeting was $0.905.

Remuneration

Details of Mr Gore's total current remuneration are shown in the Company's 2012 Remuneration Report forming part of the 2012 Annual Report. For those shareholders that have elected not to receive a hard copy of the 2012 Annual Report, an electronic copy can be found on the Company's website at www.peet.com.au.

Directors' recommendation in respect of Resolution 4

Mr Gore has a material personal interest in the outcome of Resolution 4 and, accordingly, abstains from making a recommendation in respect of the Resolution.

The Board (with Mr Gore abstaining) recommends that shareholders vote in favour of Resolution 4.

These recommendations are made on the basis that several benefits will flow to the Company by issuing PRs to Mr Gore under the PPRP, including the following:

• (i) equity based incentive schemes are a common and effective means of motivating and improving the performance of senior executives;
• (ii) it will ensure that the interests of Mr Gore are aligned with the interests of shareholders; and
• (iii) the PPRP is designed to provide an incentive for future performance with restrictions on securities vesting under the PPRP Rules encouraging Mr Gore to remain with the Company.

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

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

5 Approval for payment to Anthony James Lennon ("Mr Anthony Lennon")

In August 2012, after 21 years in various operational, marketing and business development roles within the Company – and after 16 years as an Executive Director – Mr Anthony Lennon resigned from his executive duties and agreed to remain on the Board as a Non-executive Director.

The Company is seeking shareholder approval for the payment of $192,500 to Mr Anthony Lennon in respect to his past services over his long career with the Company.

The Corporations Amendment (Improving Accountability on Termination Payments) Act 2009 introduced significant changes to the Corporations Act with effect from 24 November 2009. Under Part 2D.2 – Division 2 of the Corporations Act, the Company is prohibited from giving a Director a benefit in connection with his/her retirement from office unless shareholders approve the giving of the benefit or an exemption applies.

The Corporations Act broadly defines "benefit" to include most forms of valuable consideration. However, there are certain benefits which are excluded from the definition of "benefits". These include:

• (a) certain types of deferred bonuses;
• (b) genuine superannuation contributions paid on or after 24 November 2009;
• (c) genuine accrued benefits, such as accrued untaken annual leave and long service leave, payable under Australian law; and
• (d) reasonable payments made in accordance with a policy that applies to all employees as a result of a genuine redundancy having regard to a person's length of service

(together, "Excluded Benefits").

On his resignation from executive duties, Mr Anthony Lennon received Excluded Benefits totalling approximately $219,031 (before tax), comprising the following:

Payment	Category of exclusion	Amount ($)
Accrued annual leave	Accrued benefit payable under Australian Law	$9,109
Accrued long service leave	Accrued benefit payable under Australian Law	116,206
Redundancy payment	Maximum payable under the Company's policy	92,132
Superannuation	Genuine superannuation payment	1,584
		$219,031

The above payments are Excluded Benefits and are not subject to shareholder approval.

Mr Anthony Lennon has also retained 256,620 performance rights, which he was granted while an executive of the Company. These performance rights have not vested and were previously approved by shareholders. These performance rights, having a value of $186,819, are considered a deferred bonus and therefore an Excluded Benefit, not subject to further shareholder approval.

Benefits, as defined in the Corporations Act, may also be exempt from shareholder approval if they fall within an exclusion clause of the Corporations Act and, together, do not exceed the relevant person's one year's fixed pay (as calculated in accordance with the Corporations Act). Mr Anthony Lennon's fixed pay is calculated at $385,000.

Mr Lennon's executive agreement included a clause requiring a six (6) month notice period. The Company elected to pay this amount out, totalling $192,500. After the allocation of the redundancy and superannuation components, the remaining payment in lieu of notice amounted to $98,847. As this amount is less than Mr Anthony Lennon's one year's fixed pay, it is exempt from shareholder approval.

In recognition of Mr Anthony Lennon's service with the Peet Group over a career spanning 21 years and his level of seniority during that period, the Board has recommended a further payment of $192,500 to him.

While the Corporations Act includes an exemption from shareholder approval for "payments for past services", what constitutes a "payment for past services" is not clear as there is very little guidance on this point in case law.

Accordingly, the Board has considered it prudent to request shareholders' approval for the payment of the additional $192,500 to Mr Anthony Lennon. If approved, Mr Anthony Lennon will have received total benefits of $510,378 plus retention of 256,620 performance rights, previously authorised by shareholders, in respect to his resignation from executive duties.

Directors' recommendation in respect of Resolution 5

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

While not having a material personal interest, Mr Tony Lennon has chosen to abstain from making a recommendation on Resolution 5.

The Directors (with Mr Anthony Lennon and Mr Tony Lennon abstaining) believe that the potential additional benefit that may be payable to Mr Anthony Lennon for which approval is sought is reasonable in all the circumstances. Accordingly, the Directors, other than Mr Anthony Lennon and Mr Tony Lennon, recommend that shareholders vote in favour of Resolution 5.

6 Resolution 6 – Increase in Directors' fee pool

The Board seeks shareholder approval to increase the maximum aggregate amount of remuneration that may be paid to non-executive directors of the Company in any year under rule 8.3(a) of the Company's Constitution, from $600,000 to $900,000.

The current fee pool of $600,000 has been in place since the Company listed in August 2004 and the current base remuneration for non-executive directors was last set with effect from 1 July 2006.

Board, Committee fees, superannuation contributions (paid in accordance with the Company's statutory superannuation obligations) and fees payable in respect of non-executive directors' memberships of syndicate boards, are included in this aggregate fee pool.

An external remuneration consultant was engaged to benchmark the Company's current Board and Committee fees, and the non-executive director fee pool, against comparator companies.

The Board considers that the proposed increase to the maximum aggregate amount of non-executive director remuneration is appropriate, having regard to the benchmark exercise undertaken by the external remuneration consultant, and the transition of Mr Anthony Lennon from an executive to a non-executive role; and will provide the Company with the:

• (a) flexibility to consider the appointment of an additional director to the Board (if considered necessary by Directors) for succession purposes over the next 12 months;
• (b) ability to pay fees to non-executive directors who have been nominated to the boards of certain syndicates on behalf of the Company;
• (c) ability to pay fees to the Chairs of the Audit and Risk Management and Remuneration Committees (together, "the Committees") of the Company due to the ever increasing responsibilities attaching to those positions; and
• (d) ability to retain and attract high-calibre non-executive directors, by allowing for future adjustments to the annual fees payable to non-executive directors, within the approved maximum aggregate amount, so that the fees are competitive with those paid by comparable companies.

Other than fees payable to the Chairs of the Committees and the fees payable to the non-executive directors representing the Company on certain syndicates, no increase will be made to non-executive directors' base fees prior to 1 July 2013.

Directors' recommendation in respect of Resolution 6

Other than Mr Gore, the directors do not give a recommendation on Resolution 6 in view of their personal interest in the resolution.

Mr Gore recommends that shareholders vote in favour of Resolution 6.

Peet Limited | ABN 56 008 665 834

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

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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, 24 hours a day, 7 days a week:

http://www.peet.com.au

View or update your securityholding:

www.investorcentre.com

Your secure access information is:

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.	I9999999999I9999999999			IND
Proxy Form		Please mark		to indicate your directions
STEP 1	Appoint a Proxy to Vote on Your Behalf					XX
	I/We being a member/s of Peet Limited hereby appoint
	the ChairmanORof the Meeting			PLEASE NOTE: Leave this box blank ifyou have selected the Chairman of the		Meeting. Do not insert your own name(s).
Meeting.By marking this box, you:••those Resolutions.		Important for Resolutions 3, 4, 5 and 6: If the Chairman of the Meeting is (or becomes) your proxy and you have not directedthe Chairman how to vote on Resolutions 3, 4, 5 and 6 below, please mark this box.expressly authorise the Chairman of the Meeting to exercise your proxy on Resolutions 3, 4, 5 and 6 even though Resolutions 3, 4, 5 and 6are connected directly or indirectly with the remuneration of a member of the Company's key management personnel; andacknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 4 and 6and that votes cast by the Chairman for Resolutions 4 and 6 other than as proxy will be disregarded because of that interest.If you do not mark this box, and you have not otherwise directed your proxy how to vote on Resolutions 3, 4, 5 and 6, then the Chairman of theMeeting will not cast your votes on those Resolutions and your votes will not be counted in calculating the required majority if a poll is called onThe Chairman of the Meeting intends to vote all available proxies in favour of each Resolution.
STEP 2	Items of Business	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				For	Against	Abstain
Resolution 2a	Election of Trevor James Allen as a Director
Resolution 2b	Re-election of Graeme William Sinclair as a Director
Resolution 2c	Re-election of Anthony Wayne Lennon as a Director
Resolution 3	Adoption of the Remuneration Report
Special Business
Resolution 4	Brendan Gore	Approval for grant of FY13 Performance Rights under the Peet Limited Performance Rights Plan to
Resolution 5	Approval for payment to Anthony James Lennon
Resolution 6	Increase in Directors' fee pool

SIGN

Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1		Securityholder 2		Securityholder 3Director/Company Secretary
Sole Director and Sole Company Secretary	Director
ContactName		ContactDaytimeTelephone		Date	/	/