PEET LIMITED — Capital/Financing Update 2011

May 31, 2011

PROSPECTUS

For the issue of Peet Notes at $100 each, underwritten to $40m (400,000 Peet Notes) with the ability to accept oversubscriptions for up to a further $10m (100,000 Peet Notes)

Joint Arrangers, Joint Lead Managers & Joint Bookrunners Joint Lead Manager & Joint Bookrunner

	IMPORTANT INFORMATION FOR APPLICANTS (i)
	LETTER FROM THE CHAIRMAN 1
	KEY DATES 2
Section 1	OVERVIEW OF THE OFFER AND PEET NOTES 3
Section 2	INFORMATION ABOUT THE ISSUER 9
Section 3	PURPOSE OF THE OFFER 12
Section 4	EFFECT OF THE OFFER 15
Section 5	RISK FACTORS 19
Section 6	AUSTRALIAN TAX IMPLICATIONS 24
Section 7	ADDITIONAL INFORMATION 27
Section 8	TERMS OF ISSUE 36
Section 9	GLOSSARY 51
Section 10	CORPORATE DIRECTORY 53
	BROKER FIRM OFFER APPLICATION FORM 54

IMPORTANT INFORMATION FOR APPLICANTS

This Prospectus is an important document and requires your immediate attention. It should be read in its entirety. Your investment decision regarding the Offer should be based upon the information contained in this Prospectus. If you do not understand any part of this Prospectus, you should consult your accountant, tax adviser, stockbroker, solicitor or other professional adviser.

The enclosed Application Form is important. Please refer to the instructions in section 1.3 of this Prospectus regarding your application under the Offer. Applications must be received together with payment for the subscription amount due by 5.00pm (Sydney time) on 15 June 2011.

ABOUT THIS PROSPECTUS

This Prospectus is dated 1 June 2011 and was lodged with ASIC on that date. ASIC, the ASX and their respective offi cers take no responsibility for the contents of this Prospectus.

The expiry date of this Prospectus is the date that is 13 months after the date of this Prospectus. No Peet Notes will be allotted or issued on the basis of this Prospectus after the expiry date.

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied upon as having been authorised by the Issuer in connection with the Offer. Neither the Issuer, the Underwriters nor any other person warrants the future performance of the Issuer or any return on any investment made under this Prospectus, except as required by law and then, only to the extent so required.

In making an investment decision, Applicants must rely on their own examination and assessment of the Offer, including the terms and conditions of the Offer and the merits and risks involved. Various risks may affect the future operating and fi nancial performance of the Issuer and the value of an investment in the Issuer. Some of these risks are discussed in more detail in section 5 of this Prospectus.

Certain words and phrases used in this Prospectus have defi ned meanings set out in the Glossary in section 9 of this Prospectus.

All fi nancial amounts shown in this Prospectus are expressed in Australian dollars unless otherwise stated.

TRANSACTION SPECIFIC PROSPECTUS

This Prospectus is a transaction specifi c prospectus for an offer of Peet Notes which are convertible into continuously quoted securities (as defi ned in the Corporations Act) and has been prepared in accordance with ASIC Class Order 00/195. This Prospectus does not contain the same level of disclosure as an initial public offering prospectus.

In providing information in this Prospectus, regard has been had to the fact that the Issuer is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

FUTURE PERFORMANCE

Except as required by law and then only to the extent required, neither the Issuer nor any other person warrants the future performance of the Issuer or any return on any investment made pursuant to this Prospectus. To the extent information contained in this Prospectus constitutes forward-looking statements they are subject to various risks and uncertainties. The Issuer's actual results, performance or achievements could be signifi cantly different from the results or objectives expressed in, or implied by, any forward looking statements in this Prospectus. This Prospectus details some important risk factors that could cause the Issuer's actual results to differ from the forward-looking statements made in this Prospectus.

Further details regarding these risks, and other risks which may affect the Issuer or an investment in the Issuer, are contained in section 5 of this Prospectus.

RESPONSIBILITY STATEMENT BY TRUSTEE

The Trustee, Australian Executor Trustees Limited:

• (a) has not authorised or caused the issue, submission, dispatch or provision of this Prospectus and does not make any statement or purport to make any statement in this Prospectus or any statement on which a statement in this Prospectus is based;
• (b) nor any of its directors, employees, offi cers, affi liates, agents, advisors, intermediaries or related body corporate (each a "related person") assumes any responsibility for the accuracy or completeness of any information contained in this Prospectus;
• (c) to the maximum extent permitted by law expressly disclaims all liability in respect of, makes no representation or any statement regarding, and takes no responsibility for, any part of this Prospectus, or any statements in, or omissions from this Prospectus, other than the references to its name and the statement(s) and/or report(s) (if any) specifi ed below and included in this Prospectus with its written consent;
• (d) has given, and has not, before the lodgement of this Prospectus with ASIC withdrawn, its written consent to be named in this Prospectus in the form and content in which it is named;
• (e) nor any related person makes any representation as to the truth and accuracy of the contents of this Prospectus;
• (f) has relied on the Issuer for the accuracy of the contents of this Prospectus; and
• (g) nor any related person makes any representation or warranty as to the performance of the Peet Notes or the payment of interest or redemption of Peet Notes.

RESTRICTIONS ON DISTRIBUTION OF THIS PROSPECTUS

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

In particular, the Peet Notes have not been and will not be registered under the US Securities Act of 1933 or the securities laws of any state of the US and may not be offered, sold or resold in the US or to, or for the benefi t of, any "US Person" as defi ned in Rule 902(k) of Regulation S under the US Securities Act of 1933, as amended.

The Institutional Offer may be extended to particular investors in New Zealand, Hong Kong and Singapore in accordance with applicable law. Investors in those jurisdictions should take note of the following notices.

(a) New Zealand

The Offer is made in New Zealand only on the basis that:

• (i) your principal business is the investment of money; or
• (ii) in the course of and for the purpose of your business, you habitually invest money.

If this is not the case please return all documentation in relation to this Offer immediately. This Offer does not constitute an offer of securities to the public for subscription under the Securities Act 1978 (NZ). There is no prospectus or investment statement under the Securities Act 1978 (NZ) for this offer. The Issuer reserves the right to refuse any application under this Offer where it reasonably believes that the applicant may be a member of the public for the purpose of the Securities Act 1978.

(b) Hong Kong

The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

This document does not constitute a prospectus as defi ned in the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (CO) or notice, circular, brochure or advertisement offering any Peet Notes to the public in Hong Kong for subscription or purchase, or calculated to invite such offers by the public in Hong Kong to subscribe for, or purchase, any Peet Notes, nor is it an advertisement, invitation or document containing an advertisement or invitation falling within the meaning of section 103 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (SFO).

RESTRICTIONS ON DISTRIBUTION OF THIS PROSPECTUS CONTINUED

Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or cause to be issued this document in Hong Kong, other than to persons who are "professional investors" as defi ned in the SFO and any rules made thereunder, or in other circumstances which do not result in the document being a "prospectus", as defi ned in the CO, or which do not constitute an offer to the public within the meaning of the CO; and no person may issue or have in its possession for the purposes of issue, this document or any invitation or document relating to these Peet Notes, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Peet Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defi ned in the SFO and any rules made there under.

This document is for the exclusive use of the person to whom it is addressed (the recipient) in connection with the Offer, and no steps have been taken to register or seek authorisation for the issue of this Prospectus in Hong Kong.

This document must not be distributed, published, reproduced or disclosed (in whole or in part) by the recipient to any other person in Hong Kong or used for any purpose in Hong Kong other than in connection with the recipient's consideration of the Offer.

(c) Singapore

This document and any other materials relating to the Offer have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, or the allotment and issuance of the Peet Notes in connection with the Offer, may not be issued, circulated or distributed, nor may the Peet Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, or be allotted or issued, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with the exemption in Section 274, 275(1) and/or 275(1A) of the Securities and Futures Act, Chapter 289 of Singapore (SFA) or any other exemptions as set out in the SFA.

Any offer is not made to you with a view to the Peet Notes being subsequently offered for sale to any other party. Investors should note the on-sale restrictions in the SFA, including section 276 of the SFA, that may be applicable to investors who acquire the Peet Notes. As such, investors are advised to acquaint themselves with the SFA provisions relating to on-sale restrictions in Singapore or to consult their own professional advisers as to such on-sale restrictions and to comply accordingly.

ELECTRONIC PROSPECTUS

A copy of this Prospectus can be downloaded from the website of the Issuer at www.peet.com.au

The Corporations Act prohibits any person passing onto another person an Application Form for the Offer unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered electronic version of this Prospectus. During the offer period, any person may obtain a hard copy of this Prospectus free of charge by contacting the Issuer.

EXPOSURE PERIOD

The Corporations Act prohibits the acceptance by the Issuer of applications for Peet Notes in respect of the Offer during the seven day period after the date this Prospectus was lodged with ASIC. This period is referred to as the 'Exposure Period' and the ASIC may extend this period by a further seven days (that is up to 14 days in total).

The purpose of the Exposure Period is to enable materials in the Prospectus, which relate to the Offer, to be examined by market participants before the Offer may be accepted by investors. No applications will be processed until after the end of the Exposure Period.

LETTER FROM THE CHAIRMAN

Dear Investor

On behalf of the Peet Board I am pleased to invite you to invest in Peet by participating in an offer of unsecured, redeemable convertible notes (Peet Notes) (the Offer). The Offer consists of $40 million worth of Peet Notes which is underwritten, with the ability to accept applications for up to a further $10 million worth of Peet Notes which are not underwritten. The Offer, in conjunction with the Company's other capital management initiatives, will be used to fund acquisitions and new developments.

On 1 June, 2011, Peet announced the acquisition of a 50% interest in the 1,244 hectare Flagstone West property, 38km south west of Brisbane (the Acquisition). Motor Trades Association of Australia Superannuation Fund (MTAA Super), the vendor, will remain a 50% owner of the property and a wholly owned Peet subsidiary will become the Development Manager. The Acquisition substantially increases Peet's exposure to the South East Queensland market and expands its Funds Management business.

The Offer of Peet Notes forms part of a broader Capital Management Initiative, which includes the refi nance and extension of Peet's existing bank facilities and a Share Purchase Plan (SPP) which is underwritten to, and capped at, $20 million.

The Offer is being made to Australian residents who are clients of participating brokers and to certain institutional investors in Australia, New Zealand, Hong Kong and Singapore. The minimum investment for each applicant is $10,000. The Broker Firm Offer opens on 9 June 2011 and closes at 5:00pm Sydney time on 15 June 2011.

Key terms of the Peet Notes include:

• Interest payment 9.50% per annum fi xed coupon payable semi-annually in arrears;
• Maturity fi ve years after the issue date (if not already converted or redeemed);
• Ranking unsecured, and therefore ranks for payment after the Company's secured creditors are paid. Peet Notes are debt and accordingly rank ahead of Peet Ordinary Shares;
• Convertibility convertible into Ordinary Shares at any time after 3 months following the issue date at a fi xed Conversion Price of $2.25 (subject to adjustment for certain dilutionary and other capital transactions). The Conversion Price is a 25% premium to the VWAP of Peet Ordinary Shares during the 5 Business Days prior to the date of this prospectus; and
• Listing Peet Notes will be listed on ASX, however the Peet Notes may be relatively illiquid.

This Prospectus contains further details of the Offer, the terms of the Peet Notes and a description of the risks associated with an investment in Peet Notes and Peet. I encourage you to read the entire Prospectus carefully and consider the risks which are set out in section 5 before deciding whether to participate in the Offer.

If you have any questions in relation to the Offer or this Prospectus, please contact Peter Dumas at Peet Limited on (08) 9420 1111 or the Underwriters (see the Corporate Directory in this Prospectus for contact details).

If you are unsure whether Peet Notes are a suitable investment for you, you should consult your stockbroker, accountant or other professional adviser.

On behalf of the Peet Board, I invite you to consider this investment opportunity.

Yours sincerely

Tony Lennon Chairman Peet Limited

KEY DATES1

SUMMARY OF KEY DATES

Peet Notes pricing period 25-31 May 2011
Record date for SPP Tues, 31 May 2011
Announcement of the Offer Wed, 1 June 2011
Expected date of dispatch of Prospectus and Application Form	Wed, 1 June 2011
Bookbuild 5pm (Sydney time) Thurs, 2 June 2011
SPP opening date Thurs, 2 June 2011
Broker Firm Offer opens Thurs, 9 June 2011
Last day for acceptance and payment in full,Broker Firm Offer closes at 5.00pm (Sydney time) Wed, 15 June 2011
Issue Date. Last day to allot Peet Notes Thurs, 16 June 2011
SPP closing date Thurs, 16 June 2011
Dispatch holding statements Fri, 17 June 2011
Peet Notes expected to commence trading on ASX
on normal settlement basis Mon, 20 June 2011
SPP pricing period 21-24 June 2011
SPP issue date Thurs, 30 June 2011
First Interest Payment Date Fri, 16 December 2011
Maturity Date	Thurs, 16 June 2016

These dates are indicative only. The Issuer reserves the right to change the dates without prior notice. If the Offer is withdrawn before the issue of the Peet Notes, all Application Monies received by Peet will be refunded (without interest) to Applicants as soon as practicable after the withdrawal.

1.1 OVERVIEW OF THE OFFER

The Offer made under this Prospectus is an offer for $40 million of Peet Notes to be issued at a price of $100 per Peet Note with the ability to accept oversubscriptions for up to a further $10 million. The Offer is underwritten to $40 million (before the costs of the Offer).

The Offer comprises:

• the Institutional and Broker Firm Offer, which is open to Institutional Investors and Australian resident clients of Brokers who have received a fi rm allocation of Peet Notes; and
• the Cornerstone Offer, which consisted of an invitation prior to the date of this Prospectus to certain Institutional Investors to apply for Peet Notes under this Prospectus.

No general public offer of Peet Notes will be made. The allocation of Peet Notes between the Institutional and Broker Firm Offer on the one hand and the Cornerstone Offer on the other was agreed to by the Issuer and the Underwriters prior to the date of this Prospectus.

The Offer has been underwritten to $40 million by Evans and Partners Proprietary Limited, National Australia Bank Limited and Merrill Lynch International (Australia) Limited.

1.2 KEY TERMS OF PEET NOTES

Key terms of the Peet Notes are summarised below. Please refer to the Terms of Issue in section 8 for the full terms of the Peet Notes.

Issuer	Peet Limited.
Security	Cumulative, redeemable, unsecured convertible notes.
Credit Rating	Unrated.
Maturity	Unless converted or redeemed earlier, the Issuer will redeem all outstanding Peet Notes onthe 5th anniversary of the issue date (Maturity Date).
Face Value	Each Peet Note will have a Face Value of $100.
Issue Size	$40 million (400,000 Peet Notes) with the ability to accept oversubscriptions for up to afurther $10 million (100,000 Peet Notes).
Minimum subscription	100 Peet Notes ($10,000).
Interest Rate	9.5% per annum.
Interest Payment	Payable semi-annually in arrears on 16 June and 16 December each year or the followingBusiness Day, up to and including the Maturity Date,with the fi rst interest payment payableon 16 December 2011.
	Interest payments are not deferrable by Peet nor are they discretionary.
Conversion Number	Upon conversion each Peet Note will convert into a number of Ordinary Shares determined bydividing the Face Value and any accrued interest by the Conversion Price. The Conversion Priceis a 25% premium to the VWAP of Ordinary Shares during the 5 Business Days immediatelypreceeding the date of this Prospectus and is otherwise subject to adjustment for certaindilutionary and other capital transactions by Peet.
Conversion Price	$2.25

1.2 KEY TERMS OF PEET NOTES CONTINUED

Holder Exit Rights	A Holder may request conversion of Peet Notes for the Conversion Number of OrdinaryShares at any time from three months after the issue date until 5 Business Days prior to theMaturity Date.
	If a Change of Control Event has occurred a Holder may request conversion or redemption ofall (but not some only) of the Holder's Peet Notes.
	If a Delisting Event or Event of Default has occurred a Holder may request redemption of all(but not some only) of the Holder's Peet Notes.
	Peet Notes will be redeemed on the Maturity Date at Face Value, if not converted orredeemed prior to that date.
Issuer Exit Rights	Subject to a Holder's right to convert, the Issuer may repay all (but not some only) of thePeet Notes upon:
	•a Change in Regulation Event, Change of Control Event, an Event of Default, or aDelisting Event; or
	•the aggregate Face Value of Peet Notes outstanding being $5 million or less.
Change in Control Event	This occurs where:
	•a takeover bid becomes unconditional and (a) the bidder acquires more than 50% of theOrdinary Shares, or (b) the Directors unanimously recommend the bid; or•a scheme of arrangement is approved by the court under which a person will acquire100% of the Ordinary Shares.
Change in Regulation Event	This occurs where there is some change in the tax or accounting regulations applicable toPeet Notes which will or is expected by Peet to result in an increase of the costs in keepingthe Peet Notes on issue or the effect of which is otherwise unacceptable in the opinion ofthe Directors.
Events of Default	The Issuer fails to pay any amount payable by it under any Peet Notes within 10 BusinessDays after the date on which the payment is due.
	The Issuer fails to issue Ordinary Shares on conversion in accordance with the Terms within10 Business Days after the date on which such issue is to be made.
	The Issuer fails to comply with any of its other material obligations under the Terms or NoteTrust Deed and such failure remains unremedied for a period of 30 Business Days after theIssuer has received written notice from the Trustee in respect of the failure.
	Any debt greater than A$5,000,000 (or its equivalent in any other currencies) of any memberof the Peet Group becomes due and payable or can be made due and payable before itsstated maturity due to the occurrence of a default event under the terms of that debt(however described).
	An Insolvency Event occurs in respect of Peet.
	All or any rights or obligations of the Issuer, Holders or the Trustee under the Note Trust Deedor the Terms are terminated or are or become void, illegal, invalid, unenforceable or of limitedforce and effect.
	It is, at any time unlawful for the Issuer to perform any of its payment obligations under thePeet Notes.

1.2 KEY TERMS OF PEET NOTES CONTINUED

Delisting Event	This occurs where:
	•Peet ceases to be listed on ASX;•the Peet Notes are no longer quoted on ASX; or•Ordinary Shares are suspended from trading on ASX for a period of 20 consecutiveBusiness Days,
	in any case, other than as a result (directly or indirectly) of a Change of Control Event.
Note Trustee	Australian Executor Trustees Limited was appointed as Trustee pursuant to the Note TrustDeed executed on 1 June 2011. The Note Trust Deed provides for the obligations of the Issuerand the Trustee to Holders in relation to the Peet Notes. All rights in relation to the Peet Notesmay generally only be enforced by the Trustee in accordance with the Note Trust Deed assummarised in section 7.2.
Financial informationand ratios	See section 4 of this Prospectus for details on the effect of the Offer on Peet, includingcertain historical fi nancial ratios and pro forma balance sheet.
Ranking	•Peet Notes rank:-equally amongst themselves and at least equally with all other unsubordinatedand unsecured debt obligations of Peet, other than those obligations mandatorily

• preferred by law;
• behind Peet's secured debt; and
• ahead of ordinary equity of Peet and of Peet's obligations that are expressed to be subordinated to Peet Notes;

	Ranking	Existing Peet debtobligations and equity	Facility Limit /Capitalisation
Higher ranking	Secured debt	Bank facilities	$300m1
	Unsecured debt	Peet Notes andother unsecureddebt obligations	$40-50m
	Unsecuredsubordinated debt	None
	Preference shares	None
Lower ranking	Ordinary equity	Peet ordinary shares	$544m 2

Notes:

(1) Based on new Facility Limit of $300 million as offered by Peet lenders

(2) Based on share price on 31 May 2011 of $1.79 and before the impact of shares issued under the SPP

Voting	The Peet Notes have no voting rights.
ASX quotation	Application has been made for Peet Notes to be quoted on ASX under the code "PPCG".
Risks	There are risks involved in an investment in Peet Notes. See section 5 of this Prospectus forfurther details.

1.3 INSTITUTIONAL AND BROKER FIRM OFFER

Who may apply

Institutional Investors and Australian resident clients of Brokers who have received a fi rm allocation of Peet Notes.

How to apply

Broker Firm Applicants may complete the Application Form accompanying the Prospectus and return it to your Broker. For Broker Firm Applicants, please contact your Broker for instructions.

Minimum Application amount $10,000.

How to pay

Broker Firm Offer Applicants should make payments in accordance with the instructions of their Broker.

Address for return of Application Forms and Application Monies

Broker Firm Offer Applicants must send their completed Application Form and Application Monies to their Broker in accordance with the relevant Broker's instructions and with suffi cient time to enable processing by the Closing Date.

Closing Date for receipt of Applications

5.00pm (Sydney time) on 15 June 2011. Brokers may impose an earlier closing date for Broker Firm Applicants - please contact your Broker for instructions.

How to obtain a copy of this Prospectus and Application Form

Please contact your Broker. You may also contact Peet on (08) 9420 1111 or download this Prospectus at www.peet.com.au.

(a) Availability of Funds

Broker Firm Applicants should ensure that suffi cient funds are held in the relevant account(s) to cover the amount of the cheque(s) or bank draft(s). If the amount of the cheque(s) or bank draft(s) for Application Monies (or the amount for which those cheque(s) or bank draft(s) clear in time for allocation) is less than the amount specifi ed on the Application Form, Broker Firm Applicants may (unless their Broker advises otherwise) be taken to have applied for such lower dollar amount of Peet Notes for which your cleared Application Monies will pay (and to have specifi ed that amount on their Application Form) or their Application may be rejected.

Unless they agree otherwise with their Broker, applicants under the Broker Firm Offer whose Applications are not accepted, or who are allocated a lesser dollar amount of Peet Notes than the amount applied for, will be mailed a refund (without interest) of all or part of their Application Monies by their Broker at the time advised by the Broker. Unless they agree otherwise with their Broker, interest will not be paid on any monies refunded nor any interest earned on Application Monies pending the allocation of Peet Notes.

(b) Allocations under Institutional and Broker Firm Offer

The allocation of Peet Notes to Institutional Investors and Brokers under the Institutional and Broker Firm Offer will be determined by agreement between the Issuer and the Underwriters following the Bookbuild, scheduled to occur on 2 June 2011. It will be a matter for the Brokers as to how they make fi rm allocations among their Australian resident clients, and they (and not the Issuer or the Underwriters) will be responsible for ensuring that clients who have received a fi rm allocation from them receive the relevant Peet Notes.

1.3 INSTITUTIONAL AND BROKER FIRM OFFER CONTINUED

(c) Announcement of allocations under the Institutional and Broker Firm Offer

The Issuer expects to announce the fi nal allocations for the Institutional and Broker Firm Offer on or about 16 June 2011. Successful Applicants will be notifi ed in writing of the number of Peet Notes allocated to them as soon as possible in the form of a holding statement. Holding statements are expected to be dispatched on or around 17 June 2011. Broker Firm Applicants wishing to fi nd out their Allocation prior to receiving a holding statement should contact their Broker.

If a successful Applicant in the Broker Firm Offer sells Peet Notes before receiving a holding statement, they do so at their own risk, even if they have obtained details of their holding from their Broker.

(d) Acceptance of Applications

An Application in the Broker Firm Offer is an offer by the Applicant to the Issuer to subscribe for Peet Notes in the amount specifi ed in the Application Form at the Offer Price on the terms and conditions set out in this Prospectus (including any supplementary or replacement prospectus) and the Application Form.

If you elect to apply under the Broker Firm Offer, your Broker will act as your agent in submitting your Application Form and Application Monies. It will be your Broker's responsibility to ensure they are submitted by 5.00pm (Sydney time) on the Closing Date. The Issuer and the Underwriters take no responsibility for any acts or omissions by your Broker in connection with your Application Form or Application Monies. An Application may be accepted by the Issuer in respect of the full amount, or any lower amount than that specifi ed in the Application Form, without further notice to the Applicant. Acceptance of an Application will give rise to a binding contract.

The Underwriters and the Issuer reserve the right to reject any Application under the Broker Firm Offer.

All dates are subject to change and are indicative only. The Issuer has the right to vary these dates, without prior notice, including the right to close the Offer early or to withdraw the Offer and to accept late Applications (either generally or in particular cases). Broker Firm Applicants are encouraged to submit their Applications as early as possible.

1.4 CORNERSTONE OFFER

(a) Invitations to Bid

The Cornerstone Offer consisted of an invitation prior to the date of this Prospectus to certain Institutional Investors to apply for Peet Notes under this Prospectus. Application procedures for those Institutional Investors have been advised by the Underwriters. Refer to Section 1.8 for further information on Offer jurisdictions.

(b) Allocations under the Cornerstone Offer

The allocation of Peet Notes among bidders in the Cornerstone Offer has been determined by agreement between the Issuer and the Underwriters in their absolute discretion. As at the date of this Prospectus, commitments have been signed with Institutional Investors, under the Cornerstone Offer, to subscribe for $45 million worth of Peet Notes under the Offer made in this Prospectus.

1.5 ASX LISTING

The Issuer has applied or will make an application to the ASX within 7 days after the date of this Prospectus for the Peet Notes to be quoted on the ASX. Trading in Peet Notes is expected to commence on ASX, on a normal settlement basis, on 20 June 2011.

If the ASX does not grant permission for offi cial quotation of the Peet Notes within 3 months after the date of this Prospectus, none of the Peet Notes offered under this Prospectus will be allotted or issued, unless ASIC grants the Issuer an exemption permitting the allotment or issue.

If no allotment or issue is made, all money paid on application for the Peet Notes will be refunded without interest as soon as practicable.

1.6 ALLOTMENT AND ISSUE OF PEET NOTES AND DISPATCH OF HOLDING STATEMENTS

No allotment or issue of Peet Notes will be made pursuant to this Prospectus until the proceeds of the Offer have been received and the ASX has granted approval for offi cial quotation of the Peet Notes on the ASX. It is expected that the Peet Notes will be allotted and issued on 16 June 2011 and trading on ASX is expected to commence 20 June 2011.

All Application Monies will be held on trust for Applicants until the Peet Notes are allotted and issued or, if the Peet Notes are not allotted and issued, until the Application Monies are returned to Applicants.

Interest earned on the Application Monies will be for the benefi t of the Issuer and will be retained by the Issuer even if the allotment and issue of Peet Notes does not take place.

1.7 TRUSTEE AND NOTE TRUST DEED

Australian Executor Trustees Limited has agreed to act as the trustee in relation to the Peet Notes pursuant to the terms of the Note Trust Deed. The Peet Notes are issued subject to the terms and conditions contained in the Note Trust Deed. A summary of the Note Trust Deed is set out in section 7.2.

1.8 JURISDICTION

The Offer is being made to Broker Firm Applicants in Australia only and Institutional Investors in Australia, New Zealand, Hong Kong and Singapore only.

This Prospectus and the Application Form does not constitute an offer of, or an invitation to subscribe for, any of the Peet Notes in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. If this Prospectus has been despatched to investors resident outside Australia, and where the relevant jurisdiction's laws prohibit or restrict in any way the making of the offer contemplated by this Prospectus, this Prospectus is provided for information purposes only.

1.9 ENQUIRIES

All enquiries in relation to this Prospectus should be directed to Peter Dumas at Peet Limited on (08) 9420 1111 or to the Underwriters (see the Corporate Directory in this Prospectus for contact details). If you are unclear in relation to any matter or are uncertain as to whether Peet Notes are a suitable investment for you, you should seek professional advice from your accountant, stockbroker, lawyer or other independent professional adviser.

2.1 BUSINESS OVERVIEW

Peet is Australia's largest pure-play, ASX listed residential land development business. Peet acquires, manages, develops, markets and sells land estates. Currently, Peet's projects are in Western Australia, Victoria, Queensland and New South Wales. Acquisitions are made using external investors' equity (syndicated and joint venture projects) or Peet's own capital and bank facilities (owned projects).

Peet guides development of land through all stages of zoning, relevant approvals, subdivision, development, marketing and sales. The Peet business is focussed on two core businesses of residential land development and funds management, as summarised below:

Notes:

(1) Syndicates, joint ventures and development agreements

(2) As at 31 December 2010

Peet listed on the ASX in 2004 and, as at 31 May 2011, had a market capitalisation of approximately $544 million. During the 2010 fi nancial year, Peet achieved sales of 2,567 lots from its owned and managed projects. In the fi rst half of the 2011 fi nancial year, sales of 1,179 lots were achieved. As at 31 December 2010, 1,248 contracts were on hand for owned and managed projects with a gross value of $311 million.

Peet has the third largest landbank of the ASX listed developers.

Source: Company fi lings

Notes:

(1) As at 30 April 2011. Lot equivalents after adjusting for the Acquisition of Flagstone West

2.2 DEVELOPMENT

Peet's development division comprises owned projects developed by Peet. Peet provides the funding for the land and working capital and returns are generated via profi ts on sale of each lot.

Land may be sourced from public tenders, private sales or off-market negotiations. Peet seeks to structure acquisitions to manage its equity capital effi ciently by purchasing land on deferred terms, purchasing subject to rezoning or long term options on land that is prospective. Working capital is required to develop each stage of a project, before being returned to Peet when lots within the stage settle.

2.3 FUNDS MANAGEMENT

Peet's funds management platform features a direct retail distribution network of around 4,500 active investors, with a history of repeat investment. Currently Peet manages 36 properties on behalf of 31 funds/syndicates and 2 joint ventures.

Peet has successfully raised in excess of $490 million of equity for syndicated projects since 2002, and the on-completion value of Peet's existing managed projects is $6.1 billion1 (if sold at today's prices).

Syndicates

Syndicates, as undertaken by Peet, are generally single purpose entities established to develop and sell identifi ed landholdings. The projects are offered via a product disclosure statement or information memorandum to retail and institutional investors.

Peet earns fees from its syndicates comprising establishment fees (including underwriting fees), ongoing fees (predominantly linked to settled sales) and performance fees (linked to profi ts).

On occasions, Peet may provide bridging fi nance or loans to syndicates. Peet typically co-invests to a limited extent in its retail syndicates.

Peet also has a wholesale funds management platform to complement its existing retail syndication business created via the launch of the $300 million Alkimos Fund in 2008. The Alkimos Fund is also managed by Peet, with MTAA Super as a cornerstone investor. The acquisition of the 50% interest in Flagstone West has more than doubled the Gross Development Value of the wholesale funds business to over $2.5 billion, in today's dollars.

Separately, Peet is currently in negotiations with an institutional investor in respect to acquiring englobo land parcels for the creation of new residential estates. These negotiations are incomplete and there is no certainty as to when, or if, an agreement with the investor will be reached.

Peet is focussed on continuing to grow its funds management platform both by continuing to establish new retail syndicates for small to medium size projects and through its institutional platform for larger, longer dated projects.

Joint ventures

Joint ventures may be formed with government, statutory authorities, private landowners or investors.

Typically, the joint venture party contributes the land and Peet is responsible for working capital requirements. Peet may also invest directly into the joint venture company in certain circumstances.

Peet is typically entitled to fees in consideration for its management of the projects, including development management fees and in some instances performance fees.

2.4 EXPERIENCED PERSONNEL

Peet employs more than 130 people at offi ces located in Perth, Melbourne and Brisbane, with professional project executives responsible for guiding projects through all stages of the development process. Team members are appropriately skilled, with qualifi cations or experience appropriate for the development industry. Peet also ensures that the necessary experts and external consultants such as project engineers, surveyors, planners, urban designers, environmental scientists and landscape architects are engaged to facilitate development.

2.5 DEVELOPMENT APPROACH

Peet transforms its landholdings into vibrant new communities that make the most of their natural environment and create a place for homebuyers of differing budgets and lifestyles.

When developing new communities, Peet seeks out land in areas with important existing or planned infrastructure, such as transport, shopping centres, medical centres and schools. A sound understanding of markets and close relationships with builders also ensures the optimum variety of lot sizes to cater for the different lifestyles and budgets of the target market.

Particular attention is given by Peet to community development, facilities, landscaping and estate presentation and principles of environmental excellence and sustainability are at the forefront of the Company's land development philosophy.

The Company's ongoing commitment to sustainability is well recognised and has earned Peet a number of prestigious awards.

2.6 AWARDS

Peet is committed to quality and innovative development practice that has seen the Company acknowledged with more than 40 coveted industry and community awards over the past 15 years.

These include:

2010

• Urban Development Institute of Australia (Vic) Awards for Excellence Judges' Award – Innisfail Estate, Vic

• Town of Kwinana, Looking Forward Award – The Village at Wellard, WA

• Parks and Leisure Australia (National) Awards for Excellence, Inclusive and Connected Communities – The Village at Wellard, WA

• Urban Development Institute of Australia (Qld) Women In Development Excellence Awards (Industry Support Services category) – Sandra MacKinley, Qld

2009

• HIA-NAB Perth Housing Awards' Special Purpose Housing Project of the Year – Latitude Lakelands, WA

• Parks and Leisure Australia (WA) Awards for Excellence, Communities Engagement – The Village at Wellard, WA

• Australian Marketing Institute (WA) Award for Marketing Excellence (Consumer Insight category) –The Village at Wellard's FirstStart Shared Equity Scheme, WA

• Real Estate Institute of WA Awards for Excellence (Innovation Award) – The Village at Wellard's FirstStart Shared Equity Scheme, WA

• Premier's Australia Day Award Best Community Initiative – The Village at Wellard's Ngulla Community Nursery, WA

SECTION 3: PURPOSE OF THE OFFER

3.1 PURPOSE OF THE OFFER

The Offer forms part of a capital management initiative by Peet (the Capital Management Initiative), which has three components:

(a) Offer of Peet Notes

An Offer of Peet Notes, underwritten to $40 million and with the ability to accept up to a further $10 million of oversubscriptions.

(b) Restructured Debt Facilities

Peet has received a letter of offer from its banks to consolidate its debt facilities into a $300 million three year facility which will have an expiry date of 30 June 2014. See sections 4.3 and 7.5 for further details and section 5.1 in relation to relevant risks.

(c) Share Purchase Plan underwritten to, and capped at, $20 million

Peet will make an Offer to all existing eligible shareholders to raise $20 million through the issue of new ordinary fully paid shares which will rank pari passu with existing shares. Shares will be priced at a 5% discount to the VWAP of Ordinary Shares on the ASX during the pricing period of 21-24 June 2011.

The purpose of the Capital Management Initiative is to fund acquisitions and new developments, including the acquisition of a 50% interest in Flagstone West from MTAA Super. Should the Acquisition not proceed, even though it is subject to a binding contract, Peet will use the proceeds from the Capital Management Initiative to pay down debt in the short term and fund other acquisitions and developments in the medium term.

The Capital Management Initiative also has the benefi t of diversifying Peet's capital sources and extending Peet's debt maturity profi le from 2.3 years to 3.3 years.1

3.2 GROWTH OPPORTUNITIES AND STRATEGY

Peet is actively looking for investment opportunities across Australia as well as the establishment of new Peet retail syndicates and institutional funds.

Peet has announced the acquisition of a 50% interest in Flagstone West for $45 million (excl. GST) from MTAA Super. MTAA Super will retain a 50% stake. MTAA Super also owns the adjoining site, Flagstone East, which is a partially completed development with approximately 300 lots remaining. Flagstone West and Flagstone East together comprise Flagstone City for the purpose of this Prospectus.

A wholly owned subsidiary of Peet will be appointed Development Manager for Flagstone City.

Over the past three years Peet has established and grown an institutional funds management capability, building on its expertise in retail funds management:

• 2008 $300m Alkimos Fund launched with MTAA Super as the cornerstone investor; and
• 2011 $90m Flagstone Fund established with MTAA Super as 50% equity investor (the Acquisition)

Peet will continue to seek to undertake retail syndicates for smaller scale projects, with larger projects funded through the institutional platform.

3.3 FLAGSTONE CITY

Flagstone City is the centre of the future city of Flagstone situated 38km south west of Brisbane and 45km west of the Gold Coast. Greater Flagstone is expected to ultimately comprise approximately 120,000 residents and 50,000 dwellings.

The Greater Flagstone development has the support of the Queensland state government through the Urban Land Development Authority (ULDA). The ULDA was established in 2007 as part of the QLD Housing Affordability Strategy. Greater Flagstone is one of four new city sites in South East Queensland nominated by the State Government as an Urban Development Area, which is being targeted to accelerate the supply of affordable land to satisfy the area's demand for housing. Due to this designation, the area will be subject to a State Government controlled fast track planning regime under the authority of the ULDA.

MTAA Super is the 100% owner of Flagstone East, which has approximately 300 lots remaining to be developed.

Note: (1) Based on $50 million of Peet Notes being issued

SECTION 3: PURPOSE OF THE OFFER

3.3 FLAGSTONE CITY CONTINUED

Flagstone West comprises:

• 1,244 hectare land parcel with a total end value of approximately $3.5 billion.
• 10,000 residential lots to be developed over 25 years.
• A large scale city centre including a sub-regional shopping centre, neighbourhood centres and entertainment venues.
• Town frame and enterprise areas including schools, healthcare, retirement, childcare, emergency services and other community facilities.
• Signifi cant areas set aside for parks and recreation.
• Railway corridor and potential future railway station.

The Flagstone West site is already serviced by local amenities in Flagstone East and Jimboomba, however over time will develop its own expanded infrastructure.

Peet will receive equity returns from its 50% ownership stake in Flagstone West. In addition, Peet will receive development management fees based on the gross value of lot sales and potentially performance fees if project returns are greater than a pre-agreed hurdle rate.

3.4 ACQUISITION RATIONALE AND KEY BENEFITS

• 1 Unique Opportunity large scale off market opportunity - Projects of this scale and quality are very rare and diffi cult to source
• 2 Location growth corridor targeted to accommodate South East Queensland's forecast growth
• 3 Site de-risked largely cleared land and located near existing services and infrastructure
• 4 Fast track planning regime one of four strategic sites governed by Urban Land Development Authority
• 5 Leverages existing funds platform and institutional relationship with MTAA Super

3.5 IMPACT ON PEET

• Material increase in scale of business
• Expands funds management platform
• Establishes a counter cyclical, large scale presence in the South East Queensland market
• Weighted average debt maturity increases to 3.3 years
• Diversifi cation of funding sources

	Landbank1,2	GDV of landbank3	GDV of FundsManagement3	Queenslandweighting1	Weighted averagedebt maturity
Post transactions:	50,619	$8.9bn	$6.1bn	37%	3.3 years
	30%	24%	39%	147%	43%
31 December 2010:	38,851	$7.2bn	$4.4bn	15%	2.3 years

Note:

(1) By lot equivalents

(2) Assumes 100% of lots in each syndicate/joint venture

(3) In today's dollars

SECTION 4: EFFECT OF THE OFFER

4.1 HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The unaudited fi nancial information in this section is presented in an abbreviated form and does not contain all of the disclosures that are usually provided in an annual or interim report prepared in accordance with the Corporations Act.

The historical consolidated balance sheet has been derived from Peet's 31 December 2010 reviewed fi nancial statements. The unaudited pro forma information comprises historical information and pro forma adjustments.

(a) Historical and pro forma consolidated balance sheet (unaudited)

Set out below is a summary of Peet's historical consolidated balance sheet as at 31 December 2010, together with pro forma adjustments that assumes the following were completed on 31 December 2010:

• (i) $40 million convertible note issue of which $36.5 million has been classifi ed as borrowings and $2.2 million as equity (before allocation of underwriting costs of $1.6 million and legal and other costs of $0.3 million). Deferred tax assets associated with the issue of $0.6 million have also been recognised;
• (ii) $20 million Share Purchase Plan and associated underwriting costs of $0.5 million;
• (iii) Settlement of the Yanchep property for $58.9 million. The assets and liabilities associated with the Yanchep property are classifi ed in the historical and pro forma balance sheet as held for sale. The liability of $58.9 million was settled by payment of $41.3 million in cash and $17.6 million in debt; and
• (iv) Acquisition of a 50% interest in Flagstone West. The cost of this investment is $45.0 million plus stamp duty and working capital costs of $2.9 million.

SECTION 4: EFFECT OF THE OFFER

	Consolidated31 December 2010$ million	Adjustments$ million	Pro Forma31 December 2010$ million
Current Assets
Cash and cash equivalents	28.3	9.7	38.0
Receivables	36.8	-	36.8
Inventories	57.7	-	57.7
Assets classifi ed as held for sale	103.6	(41.3)	62.3
Total Current Assets	226.4	(31.6)	194.8
Non-Current Assets
Receivables	24.5	-	24.5
Inventories	364.3	-	364.3
Investments accounted for using the equity method	32.1	47.9	80.0
Available-for-sale fi nancial assets	0.3	-	0.3
Derivative fi nancial instruments	4.1	-	4.1
Property, plant & equipment	8.8	-	8.8
Deferred tax assets	-	0.7	0.7
Total Non-Current Assets	434.1	48.6	482.7
Total Assets	660.5	17.0	677.5
Current Liabilities
Payables	25.6	-	25.6
Land vendor liabilities	20.7	-	20.7
Borrowings	39.1	-	39.1
Tax liabilities	1.1	-	1.1
Provisions	2.8	-	2.8
Liabilities directly associated with assets classifi ed as held for sale	58.9	(41.3)	17.6
Total Current Liabilities	148.2	(41.3)	106.9
Non-Current Liabilities
Land vendor liabilities	30.6	-	30.6
Borrowings	192.1	36.5	228.6
Deferred tax liabilities	27.1	-	27.1
Provisions	0.1	-	0.1
Total Non-Current Liabilities	249.9	36.5	286.4
Total Liabilities	398.1	(4.8)	393.3
Net Assets	262.4	21.8	284.2
Equity
Contributed Equity	180.2	19.6	199.8
Reserves	4.4	2.2	6.6
Retained profi ts	64.2	-	64.2
Non-controlling interest	13.6	-	13.6
Total Equity	262.4	21.8	284.2

SECTION 4: EFFECT OF THE OFFER

4.2 SUMMARY FINANCIAL INFORMATION AND KEY FINANCIAL METRICS

(a) Assets, liabilities and equity

Peet had total assets of $660.5 million, total liabilities of $398.1 million and total equity of $262.4 million as at 31 December 2010. The shareholders' equity based on the pro forma accounts in section 4.1 was $284.2 million. Peet's market capitalisation was $605.9 million at 31 December 2010.

(b) Loans and debt

As at the date of this Prospectus, Peet is not in default on current loan covenants or debt obligations and has not defaulted on previous loan covenants or debt obligations.

(c) Gearing ratios

Peet intends to enter into a revised loan agreement (refer section 7.5) with its lenders which will result in a change in the methodology for calculating its gearing ratio. The gearing analysis below is based on this new methodology using the pro forma accounts.

Peet's gearing covenant in the amended loan document will present its gearing ratio after adjusting the total assets to refl ect the independent market valuation of inventory. As at 31 December 2010, Peet had a gearing ratio, applying independent values rather than historical costs of 33% using the following formula:

Gearing ratio (market value) = Borrowings + Land Vendor Liability - cash Total assets adjusted for market value inventory - cash

While not relevant to Peet's existing or to be amended loan facilities the ratio below is based on its balance sheet with inventories based on historical cost and as at 31 December 2010, Peet had a gearing ratio of 40% using the following formula:

Gearing ratio (historical cost) = Borrowings + Land Vendor Liability - cash Total assets - cash

Based on the pro forma accounts in section 4.1 Peet would have a gearing ratio (market value) of 37% and a gearing ratio (historical cost) of 44% based on the above calculation methodologies.

The gearing ratio indicates the extent to which the assets of Peet are funded by debt. Generally, a higher ratio indicates greater use of borrowings.

(d) Interest cover

As at 31 December 2010, Peet had an interest cover of 3.22 times using the following formula and based on a rolling 12 month fi nancial results:

Interest cover	=	EBITDA
		Net interest paid

Taking into account the actual interest charged on the borrowings and the pro forma effect on interest costs of the SPP, the Acquisition and the offer of Peet Notes as if the transactions occurred at the beginning of the period and assuming no earnings are generated from the Acquisition, Peet would have an interest cover of 2.95 times (due to increased total debt and a higher interest expense on the Peet Notes). This excludes any interest that would have been paid on the Yanchep Syndicate, in accordance with the methodology adopted in calculating interest cover for Peet for reporting to its banks.

Interest cover gives an indication of Peet's ability to meet its interest payments from its earnings. It therefore provides important information about Peet's ability to meet its interest payments from operating cash fl ows. A low interest cover ratio may indicate that Peet could face diffi culties in servicing the interest payable on its debt (including the interest payable on Peet Notes) if earnings decrease or interest rates increase.

4.2 SUMMARY FINANCIAL INFORMATION AND KEY FINANCIAL METRICS CONTINUED

(e) Working capital ratio

Peet has a working capital ratio of 1.53 times calculated before the effect of this Offer of Peet Notes and using the following formula and based on its 31 December 2010 fi nancial statements:

Working capital ratio = Current assets Current liabilities

Based on the pro forma accounts in section 4.1 the working capital ratio would be 1.82.

The working capital ratio indicates whether Peet has suffi cient short-term assets to meet its short-term liabilities. Generally, a higher ratio indicates a greater ability to meet liabilities over the short term (including unexpected liabilities). As calculated above, Peet has a current working capital ratio of 1.82 times (taking into account the Offer), meaning its short-term assets exceed its current short-term liabilities (including the interest payable on Peet Notes) by 1.82 times.

(f) Assets classifi ed as held for sale and their associated liabilities

The assets and liabilities associated with the Peet Yanchep Land Syndicate are currently being classifi ed as held for sale. If in the future it is determined that it is no longer highly probable that the sale would be completed within one year of its initial classifi cation, Peet would reclassify all of the assets and liabilities to their individual categories. The effect on the pro forma accounts were this to happen would be a decrease in current assets and an increase in non-current inventories of $62.3 million and a decrease in current liabilities and an increase to non-current borrowings of $17.6 million. The effect on the pro forma fi nancial ratios would be a decrease in the working capital ratio from 1.82 to 1.48 times and, an increase to the gearing ratio (market value) from 37% to 39% and an increase in the gearing ratio (historical cost) from 44% to 47%. There would be no impact on the interest cover ratio as noted in section 4.2(d).

4.3 PEET'S EXISTING DEBT FACILITIES AND DEBT MATURITY

As part of its Capital Management Initiative, Peet announced on 1 June 2011 the terms of a letter of offer to extend its syndicated bank loans. The key terms of Peet's loan facilities when this is formally agreed will be as follows:

Facility Limit:	$300 million
Expiry Date:	30 June 2014
Security:	First ranking mortgage debenture and mortgages over direct property assets

The key fi nancial covenants will be as follows:

Gearing Ratio (excluding Notes)	47.5%
Gearing Ratio (including Notes)	52.5%
Interest Cover Ratio (until 30 June 2012)	2.0 times
Interest Cover Ratio (from 1 July 2012)	2.25 times

It is also possible that Peet may incur additional secured debt or grant additional security in respect of existing debt. Any such secured debt will rank ahead of Peet Notes by virtue of that security.

4.4 SUBSEQUENT EVENTS

Peet Limited paid a fully franked dividend of 4 cents per share equating to $12.1 million on 20 April 2011. The fi nancial impact of this transaction has not been accounted for in the pro forma fi nancial information at section 4.1.

SECTION 5: RISK FACTORS

There are a number of factors, both specifi c to the Issuer and of a general nature, which may affect the future operating and fi nancial performance of the Issuer and the value of an investment in Peet or Peet Notes. Some of these factors can be mitigated by appropriate commercial action. However, many are outside the control of Peet, are dependent on the policies adopted and approaches taken by regulatory authorities or otherwise cannot be mitigated. This section describes some of the risks associated with an investment in Peet or Peet Notes.

Before deciding to invest in Peet or Peet Notes, prospective investors should consider carefully the following factors, as well as the other information contained in this Prospectus and, if they consider appropriate, take professional advice from their accountant, stockbroker, solicitor or other professional adviser.

5.1 SPECIFIC RISKS

Key risks relating to Peet are set out below. It is not, however, possible to describe all the risks to which Peet and its business may become subject and which may impact adversely on Peet's prospects and performance. Specifi c risk factors which may have a signifi cant impact on the future performance of Peet include the following:

Changes in government policy

Changes in government policy (including fi scal, monetary and regulatory policies at federal, state and local levels), including policies on government land development, public housing, immigration and fi rst homebuyer assistance and delays in the granting of approvals or the registration of subdivision plans may affect the amount and timing of Peet's future profi ts. State government and/or council development contributions may be introduced or increased in jurisdictions, impacting land values and the profi tability of projects.

Rezoning and planning approval delays

The sale of lots in Peet's residential projects depends on achieving rezoning and planning approvals. If these approvals take longer than expected, or are not achieved, Peet's sales volumes and profi tability could be negatively impacted.

Interest rates

Increases in interest rates could have the effect of reducing the affordability and availability of properties for purchasers, therefore reducing demand and the number of lot sales made by Peet and its managed projects. Interest rates also impact on Peet's costs of funds.

Future residential property market conditions

Peet derives earnings from both its owned developments and funds management business based on the future value and sale of residential lots. Should the future market value and sales volumes be lower than expected Peet's earnings and return to investors could be negatively impacted.

Property values

Unanticipated factors can infl uence the realisable value of the assets of Peet. These include:

• the profi t and risk factors that are considered appropriate by professional valuers, for any properties held by Peet, in response to changes in market conditions;
• changes in the conditions of town planning consents applicable to Peet's projects, as a consequence of changes to council policies;
• development cost increases including, but not limited to, construction, consultants, imposition of taxes and increases to state charges will reduce profi tability of Peet;
• the presence of previously unidentifi ed threatened fl ora and fauna species, which may infl uence the amount of developable land on major projects;
• the activities of resident action groups;
• general cost increases;
• archaeological or ethnographic claims, including native title claims; and
• land resumptions for roads and major infrastructure, which cannot be adequately offset by the amount of compensation eventually paid, if any.

The Acquisition does not proceed

There is a risk the Acquisition will not proceed, even though it is subject to a binding contract. If the Acquisition does not proceed, Peet will use the proceeds from the Capital Management Initiative to pay down debt in the short term and fund other acquisitions and developments in the medium term. This will impact the pro forma fi nancial information outlined in section 4 and certain benefi ts to Peet outlined in sections 3.4 and 3.5 will not be realised.

5.1 SPECIFIC RISKS CONTINUED

Cancellation of Acquisition

The purchase of the 50% interest in Peet Flagstone City Pty Limited may not proceed. If the Acquisition does not proceed, Peet may forfeit the deposit payable under the transaction documents (refer to section 7.3).

Increase in unemployment rate

Sales of lots in Peet's residential projects may be negatively impacted by a sustained increase in the unemployment rate in Australia, particularly in key markets where Peet has residential projects. This impact could be through a reduction in the number of lots sold, in the value of lots sold and profi t achieved.

Infl ation and construction costs

Higher than expected infl ation rates generally, or specifi c to the broadacre, residential development industry, could be expected to increase operating costs and development costs and potentially reduce the value of Peet's land. These cost increases may be offset by increased selling prices.

Availability of funding and refi nancing risk

Peet's business is capital intensive. Peet's ability to raise funds on favourable terms for future refi nancing, development and acquisitions depends on a number of factors including general economic conditions, political, capital and credit market conditions and the reputation, performance and fi nancial strength of Peet's business. These factors could increase the cost of funding, or reduce the availability of funding, as well as increase Peet's refi nancing risk for maturing debt facilities.

Peet's ability to refi nance its debt facilities as they fall due will depend upon market conditions and Peet's operating performance. If the debt facilities are not refi nanced and need to be repaid, it is possible that Peet will need to realise assets for less than their fair value, which would impact future cash fl ows and profi ts.

Breach of fi nancial covenants

As at the date of this Prospectus, Peet was in compliance with all covenants under its debt facilities. Proceeds from the Offer, together with other capital management initiatives will strengthen Peet's balance sheet.

The fi nancial covenants in Peet's debt facilities relate to Peet's earnings, cash fl ow and asset values, and a material movement in any of these may cause covenants under Peet's debt facilities to be breached. If a breach occurs, this is likely to have negative consequences for Peet, including the possibility of early repayment of drawn debt.

Property assets are by their nature illiquid investments. This may make it diffi cult to sell assets quickly to repay debt.

No increased bank facility

Whilst Peet has received a letter of offer from its banks for increased debt facilities and an extended term, if documentation cannot be agreed then Peet will have to repay $38 million in loans on or before 31 December 2011.

Inability to launch further retail syndicates and institutional joint ventures

Peet's business model depends on the ability to successfully raise money from retail and institutional investors. An inability to launch further syndicates and joint ventures may result in a reduction of earnings from syndicate fees. The inability to sell down inventory from Peet's balance sheet into new syndicates or joint ventures over time may require Peet to obtain funding from other sources which may be expensive or diffi cult to obtain.

Performance of existing syndicates and joint ventures

Peet derives signifi cant fees from its existing syndicates and joint ventures. Poor performance by any or a number of these syndicates and joint ventures may impact negatively on the revenues and profi tability of Peet. Peet may also elect to provide loans to some of its syndicates and joint ventures which will reduce capital available to Peet.

Inventory write downs

Unanticipated factors affecting the value of land or development costs, including environmental issues, native title claims, land resumptions, failure to obtain rezonings and major infrastructure charges might impact future earnings through a write down in property values.

Dependence on key personnel

Peet is reliant on a number of key personnel employed by Peet. Loss of such personnel, or inability to attract suitably qualifi ed personnel, may have a materially adverse impact on the performance of Peet.

5.1 SPECIFIC RISKS CONTINUED

Acquisitions and joint ventures

Peet may make strategic acquisitions of businesses and joint ventures as part of its growth strategies. There can be no assurance that Peet will be able to successfully identify, acquire or integrate such acquisitions or joint ventures. Peet may also elect to fund acquisitions using existing or new bank facilities. The Directors will adopt prudent fi nancial practices in assessing the appropriate funding mix.

Whilst it is Peet's policy to conduct a thorough due diligence process in relation to any such acquisition, risks remain that are inherent in such acquisitions, such as the reliance on advice from consultants which may prove to be incorrect.

Subject to relevant joint venture agreements, Peet may be unable to control the actions of its joint venture partners and therefore cannot guarantee that the joint ventures will be operated or managed in accordance with Peet's preferred direction or strategy.

Environmental and Cultural Heritage matters

The discovery of, or incorrect assessment of costs associated with, environmental matters, cultural heritage or contamination on any of Peet's projects could have an adverse affect on the profi tability and timing of receipt of revenue from that project. Peet's policy is to endeavour to undertake environmental and cultural heritage due diligence on any property before acquisition, subject to time constraints and in the absence of indicative environmental concerns.

Capital expenditure

The risk of unforeseen capital or other expenditure requirements for Peet may impact returns to investors.

Litigation and disputes

Through the ordinary course of business, Peet may be involved in disputes and possible litigation. It is possible a material and costly claim, whether successful or not, could distract management from its core business and impact the value of the assets, income and dividends of Peet.

5.2 RISKS ASSOCIATED WITH INVESTING IN PEET NOTES

Financial market conditions

The market price of Peet Notes may fl uctuate due to various factors, including worldwide economic conditions, interest rates, credit spreads on other corporate securities, general movements in the Australian and international equity markets, movements in the market price of Ordinary Shares, factors which may affect Peet's fi nancial position and earnings and investor sentiment.

The market price of Peet Notes may be more sensitive than that of Ordinary Shares to changes in interest rates, and Peet Notes could trade on the ASX at a price below the issue price.

Volatility of market price of Ordinary Shares

The market price of the Ordinary Shares may be volatile. The volatility of the market price of the Ordinary Shares may cause volatility in the price of Peet Notes and affect the ability of Holders of Peet Notes to sell the Peet Notes at an acceptable price. Additionally, this may result in greater volatility in the market price of the Peet Notes than would be expected for nonconvertible debt securities.

Liquidity

The market for Peet Notes may be less liquid than the market for Ordinary Shares. There can be no assurance that investors will be able to buy or sell Peet Notes on the ASX at a price acceptable to them, or at all. Peet will seek quotation of the Peet Notes on the ASX to permit on-market trading of the Peet Notes in Australia.

Interest payments

Peet expects to make interest payments using available cash balances, the proceeds from future debt or equity raisings and cashfl ow from operations (if available). Peet's ability to generate cash fl ows from its operations and to raise further debt or equity will depend substantially on the success of Peet's business. If Peet's projects do not perform as expected by Peet, there is a risk that Peet would be unable to generate suffi cient cash fl ows from operations or raise suffi cient cash resources from future debt or equity raisings and would in that case have insuffi cient cash fl ows to service the semi-annual interest payments on the Peet Notes.

The interest payments on the Peet Notes are obligations of Peet and are not guaranteed by the Trustee or any of its directors, employees, offi cers, affi liates, agents, advisers, intermediaries, related body corporate or any other entity.

5.2 RISKS ASSOCIATED WITH INVESTING IN PEET NOTES CONTINUED

Interest rate risk

Interest on the Peet Notes is fi xed at 9.5% per annum payable semi-annually in arrears. No adjustment will be made to the rate of interest paid to noteholders as other market based interest rates rise or fall.

The market price of the Peet Notes on ASX may fl uctuate due to changes in interest rates generally, credit spreads on other corporate securities or investor sentiment towards Peet.

Redemption risk

Peet expects to be able to redeem the Peet Notes in accordance with the Terms, using the proceeds from future debt or equity raisings, and cash fl ows from operations (if available). Peet's ability to raise further debt or equity will depend substantially on the success of its business. If Peet's projects do not perform as expected by Peet, there is a risk that Peet would be unable to procure or raise suffi cient cash resources from future debt or equity raisings and would, in that case, have insuffi cient cashfl ows to redeem the Peet Notes at the Maturity Date.

Peet must redeem the Peet Notes on the request of a Holder if a Change of Control Event, a Delisting Event or an Event of Default (each as defi ned in the Terms) occurs. Peet cannot assure Holders that, if required, it would have suffi cient cash or other fi nancial resources at the time such a redemption obligation arises or would be able to arrange fi nancing to redeem the Peet Notes in cash.

The obligation to redeem Peet Notes in accordance with their terms is a direct obligation of Peet. Neither the Trustee nor any of its directors, employees, offi cers, affi liates, agents, advisers, intermediaries, related body corporate or any other entity guarantees the redemption of or prepayment of any principal under the Peet Notes.

Early redemption

Peet Notes may be redeemed early by Peet in certain circumstances. The Repayment Amount may be less than the previously prevailing market value of Peet Notes. Additionally, in the event of an early redemption of Peet Notes, you may not receive the returns you expected to achieve on your Peet Notes (if held until maturity) by investing the proceeds in alternative investment opportunities available at that time.

Ranking

If Peet is wound-up, noteholders will rank behind secured creditors of Peet and equally with other unsecured and unsubordinated creditors of Peet (such as other noteholders) and ahead of Shareholders.

If there is a shortfall of funds on winding-up, there is a risk that noteholders will not receive a full (or any) repayment of their money invested in the Peet Notes or payment of interest payable but unpaid.

Conversion

The Ordinary Shares held by noteholders following conversion of their Peet Notes will have the same rights as other Ordinary Shares, which are different from the rights attached to Peet Notes.

The market price of the Ordinary Shares may fl uctuate over time as a result of a number of factors.

Future payment of dividends

Peet's current dividend payout ratio is 60% of net after tax profi ts earned in each fi nancial year. The amount of future dividends actually paid will be determined by the Board of Peet having regard to its operating results, fi nancial position and available franking credits. A change in dividend policy or dividend levels may impact the market value of Peet Notes as a higher dividend payment may reduce the value of remaining equity which may reduce the value of Peet Notes.

Dividends on Ordinary Shares

Payment of any dividends on Ordinary Shares is at the discretion of Directors. Holders whose Peet Notes are converted after the record date for a dividend will have no entitlement to that dividend. Directors may only declare a dividend if there are funds legally available to pay dividends. Peet Notes will not be entitled to participate in any dividends on the Ordinary Shares.

Further issues of securities

Peet may issue further securities with the same or different terms as the Peet Notes. Peet may issue other securities, including further Peet Notes that rank for interest, redemption or payment in a winding-up of Peet equally with or behind the Peet Notes, without the approval of noteholders.

SECTION 5: RISK FACTORS

5.2 RISKS ASSOCIATED WITH INVESTING IN PEET NOTES CONTINUED

Dilution

Peet may undertake additional offerings of securities in the future. The increase in the number of issued Ordinary Shares or securities convertible into Ordinary Shares and the possibility of sales of such securities may depress the price of Ordinary Shares already on issue and of the Peet Notes. In addition, as a result of the issue of Ordinary Shares, the voting power and proportionate economic interest of the Company's existing shareholders (and, indirectly, of holders of Peet Notes) will be diluted. The Terms provide for an adjustment to the Conversion Price in relation to only a limited class of future offerings of securities.

Change in the Australian tax system

Prospective investors should be aware that any future changes in Australian tax law, including changes in interpretation or application of the law by the courts or taxation authorities in Australia, may affect the taxation treatment of the acquisition, holding and disposal of Peet Notes.

Enforcement risk

The Terms provide that rights under the Peet Notes and the Note Trust Deed may generally only be enforced by the Trustee and not by the Holders directly. Holders must therefore notify their claims to the Trustee and rely on enforcement by the Trustee, except in certain circumstances where the Trustee has failed to take action after being directed by noteholders to do so. Holders may, by ordinary or special resolution, waive breaches or amend the Note Trust Deed. A large noteholder may infl uence the outcome of any such vote.

5.3 GENERAL RISKS

General risk factors outside the control of Peet which may have a signifi cant impact on the future performance of Peet include the following:

• economic conditions in Australia and internationally which may have a negative impact on capital markets;
• change in investor sentiment and perceptions in the local and international stock markets;
• changes in interest rates, exchange rates and the rate of infl ation;
• changes in domestic or international fi scal, monetary, regulatory and other government policies, including changes to the taxation of company income and gains and the dividend imputation system in Australia;
• geo-political conditions such as acts or threats of terrorism, military confl icts or international hostilities; and
• developments and general conditions in the markets in which Peet operates.

In addition, investors should be aware that there are risks associated with any investment in equity securities. Prospective investors should recognise that the trading price of Peet's shares may fall as well as rise with movements in the equity capital markets in Australia and internationally.

It should be noted that there is no guarantee that the Ordinary Shares will trade at or above the Conversion Price. It should also be noted that the historic share price performance of Peet's shares provides no guidance as to its future share price performance.

As a listed investment, the market value of shares in Peet may be adversely impacted by the volume of shares being bought or sold at any point in time. Where there are relatively fewer buyers, the price at which an investor may be able to sell its shares in Peet may be adversely impacted.

SECTION 6: AUSTRALIAN TAX IMPLICATIONS

This section contains a general description of the Australian tax consequences of acquiring, holding and disposing of the Peet Notes. This description applies only to holders who are individuals and who acquire, hold and dispose of the Peet Notes as a capital investment. It does not apply to holders which are companies, trusts or other types of entities and it does not apply to holders who acquire, hold or dispose of the Peet Notes as part of the conduct of a business, or who otherwise hold the Peet Notes on revenue account or as trading stock.

The actual taxation consequences of acquiring, holding and disposing of the Peet Notes will vary depending upon the particular circumstances of each holder. Therefore, prospective holders are encouraged to obtain independent professional advice relating to their own specifi c circumstances and not to rely on the summary below.

This summary assumes that all relevant transactions are carried out in the manner described in this Prospectus and is based upon the law as in effect at the date of this Prospectus. Prospective investors should note that taxation law is subject to change.

6.1 PEET NOTES AS DEBT INTERESTS

Because Peet will have an 'effectively non-contingent obligation' to repay the Principal Amount, plus any accrued but unpaid interest, on the Peet Notes on the Maturity Date, which is the fi fth anniversary of the Issue Date, the Peet Notes will be 'debt interests' issued by Peet, notwithstanding that the holders will have the right to convert their Peet Notes into Ordinary Shares in Peet in accordance with the Terms of Issue. Therefore, interest payable on the Peet Notes will not be frankable distributions for tax purposes.

6.2 AUSTRALIAN RESIDENT INDIVIDUALS

(a) Payments of Interest

Payments of interest in respect of the Peet Notes must be included in the assessable income of Holders who are residents of Australia for Australian income tax purposes, generally in the year of income in which the payments are received.

Holders are not required to quote their tax fi le number to Peet in connection with their acquisition of the Peet Notes, but Peet will be required to withhold and remit to the Australian Taxation Offi ce a portion (currently 46.5%) of any interest payable on the Peet Notes to a holder who has not validly quoted their tax fi le number in connection with their acquisition of the Peet Notes (or provided evidence of an applicable exemption from withholding). Where withholding is required, the holder would be entitled to claim from the Australian Taxation Offi ce a credit for the amount which Peet withheld from that holder and remitted to the Australian Taxation Offi ce.

No additional amounts are payable to a holder if withholding is required because that holder did not validly quote a tax fi le number or provide evidence of an applicable exemption.

(b) Sale or redemption of Peet Notes

The Peet Notes held by Australian resident individuals should be subject to the rules applicable to 'traditional securities'. Therefore, any gain made on the sale or redemption of the Peet Notes (where the amount received on sale or redemption exceeds the cost of subscribing for or purchasing the Peet Notes), would be included in the assessable income of the Australian resident holder, usually in the year of income in which the holder becomes entitled to receive the proceeds of sale or the redemption amount. In those circumstances, the gain would generally not be subject to the capital gains tax provisions and the CGT discount would not apply, even if the Peet Notes were held for more than 12 months.

Similarly, any loss made by an Australian resident individual Holder from the sale or redemption of the Peet Notes (where the amount received on sale or redemption is less than the cost of subscribing for or purchasing the Peet Notes), would be an allowable deduction, usually in the year in which the sale or redemption occurs. Again, the capital gains tax provisions would not apply in relation to the loss incurred in those circumstances.

6.2 AUSTRALIAN RESIDENT INDIVIDUALS CONTINUED

(c) Conversion to Ordinary Shares

A Holder of a Peet Note may request conversion of the Peet Note into Ordinary Shares. A conversion will entail the redemption of the Peet Notes for the redemption amount and an application of that amount in subscribing for a prescribed number of Ordinary Shares in Peet. The conversion is to be ignored for the purposes of both the 'traditional security' rules described above and the CGT rules, such that there will be no taxing point at the time of conversion under those rules. Instead, the Ordinary Shares acquired pursuant to the conversion will be treated as having a cost base that is, in broad terms, equal to the cost base of the Peet Notes at the time of conversion.

Any gain or loss on the ultimate disposal of the Ordinary Shares will be subject to the CGT provisions and it will not be necessary, or possible, to treat the pre-conversion period as on revenue account.

A Holder will be taken to have acquired the Ordinary Shares acquired pursuant to a conversion at the time of the conversion. This will be relevant in ascertaining whether a holder is entitled to a 'CGT discount' if the holder makes a capital gain on the ultimate disposal of the Ordinary Shares because CGT assets must be held for 12 months or more prior to disposal in order for any capital gain on the disposal to be subject to the CGT discount. Holders should seek their own advice regarding their entitlement to the CGT discount upon an ultimate disposal of any Ordinary Shares acquired pursuant to a conversion.

(d) 'Taxation of Financial Arrangements' regime

Although the Peet Notes would be 'fi nancial arrangements' for the purposes of the provisions of Australian tax law for the accruals taxation of fi nancial arrangements, those provisions will generally not apply to individuals, unless the individual specifi cally elects for those provisions to apply.

6.3 NON-AUSTRALIAN RESIDENT INDIVIDUALS

(a) Australian tax treatment of Interest

If a Holder of Peet Notes is not a resident of Australia for Australian tax purposes, interest payable to that Holder would generally not be subject to Australian income or withholding tax, provided that the non-resident Holder does not hold the Peet Notes in connection with the conduct of any business in Australia and also provided that Peet issues the Peet Notes in a manner which satisfi es the 'public offer test' and other requirements for exemption from non-resident interest withholding tax, which it is Peet's intention to do.

If Peet becomes required by law to withhold or deduct an amount of tax from any amount payable to a non-resident Holder, it would be required to pay additional amounts to that Holder to ensure that the Holder receives net amounts equal to the amounts that they would have received if no such withholding or deduction had been required unless the withholding is either (1) due to a failure of the Holder to comply with an information request by Peet and/or (2) required because the Holder is an 'associate' of Peet for the purposes of section 128F of the Tax Act.

If the withholding is due to a change of tax law or administrative action, Peet may have the right to require early redemption of all of the Peet Notes if it is a 'Change in Regulation Event'.

(b) Sale or redemption of Peet Notes

A non-resident Holder of Peet Notes would generally not be subject to Australian tax on a gain (or loss) from the sale or redemption of Peet Notes under the 'traditional security' provisions, provided that any gain made from that sale or redemption was not from sources in Australia. Although the application of the source rules depends heavily on the particular facts and circumstances of each case, and can be uncertain, gains from the sale or redemption of Peet Notes by a non-resident Holder should generally not be taken to be from Australian sources if the non-resident Holder acquired, held and disposed of the Peet Notes outside Australia.

Even if a gain from the sale or redemption of the Peet Notes by a non-resident Holder is treated as being derived from sources in Australia, that gain may be exempt from Australian tax under the provisions of an applicable Double Tax Treaty between Australia and the country of residence of the Holder. Non-resident Holders should seek their own taxation advice in relation to this issue.

Gains (or losses) from the sale or redemption of the Peet Notes by certain non-resident Holders may, however, be subject to the Australian CGT regime, depending upon the size of a non-resident's investment in the Peet Notes along with any existing investments held by that non-resident and/or its associates in Peet Ordinary Shares. This is because the Peet Notes may constitute an option or right to acquire an 'indirect Australian real property interest'. The disposal of such a right or option is a taxable 'CGT event'.

6.3 NON-AUSTRALIAN RESIDENT INDIVIDUALS CONTINUED

(c) Sale or redemption of Peet Notes

An 'indirect Australian real property interest' exists where both of the following tests are passed by a 'membership interest' in an entity (in this case the relevant 'membership interest' is the Ordinary Shares in Peet that could hypothetically be acquired on a conversion by the Holder just prior to the time of the disposal of the Peet Notes by the Holder):

• (i) the non-portfolio interest test: a membership interest in Peet will pass this test at a particular time if the direct interests held by the Holder and their associates in Peet are 10% or more either at that time or throughout a 12 month period that began no earlier than 24 months before that time and ended no later than that time; and
• (ii) the principal asset test: broadly, this test will be passed if more than 50% of Peet's assets are attributable to Australian real property (which includes leases of land and mining rights), which is likely to be the case at any given time.

In addition, where a non-resident Holder holds their Peet Notes in connection with carrying on a business though a permanent establishment in Australia, the disposal of the Peet Notes will also be a taxable 'CGT event'.

Non-resident Holders of Peet Notes whose interests in Peet are (1) not of a suffi cient size (along with interests of associates) to pass the non-portfolio test described above and (2) not held in connection with carrying on a business through a permanent establishment in Australia, will not be taxed under the Australian CGT rules on any gains made on the sale or redemption of their Peet Notes.

(d) Conversion to Ordinary Shares

As described above in relation to Australian resident Holders, the conversion of a Peet Note is to be ignored for the purposes of both the 'traditional security' rules and the CGT rules, such that there will be no taxing point at the time of conversion under those rules. Instead, the Ordinary Shares acquired pursuant to the conversion will be treated as having a cost base that is, in broad terms, equal to the cost base of the Peet Notes at the time of conversion, with a Holder being taken to have acquired the Ordinary Shares at the time of the conversion.

Any gain or loss by a non-resident Holder on the ultimate disposal of the Ordinary Shares will only be subject to the Australian CGT provisions if the non-resident's shareholding is of a suffi cient size (along with the membership interests of its associates) to qualify as an 'indirect Australian real property interest' (see above) or is held by the non-resident in connection with carrying on a business through a permanent establishment in Australia. Otherwise, the CGT rules should not apply to tax any gain by a non-resident Holder on the ultimate disposal of their Peet Ordinary Shares. Non-resident Holders should seek their own taxation advice as to whether their Ordinary Shares may be subject to the operation of the Australian CGT provisions.

(e) Non-Australian taxes

Holders who are not residents of Australia may be subject to other tax consequences in their own country of residence.

6.4 OTHER TAXES

Holders of Peet Notes will generally not be subject to any Australian Goods and Services Tax or stamp duties in any Australian State or Territory in respect of their acquisition, holding, sale, redemption or conversion of Peet Notes or the receipt of interest payable on Peet Notes. However, any Holder who, as a result of the conversion of the Peet Notes, holds (either alone or with associated persons) an interest of 90% or more (50% or more if Peet is not listed at the time of conversion), in the shares of Peet may be liable to landholder stamp duty.

7.1 RIGHTS ATTACHING TO ORDINARY SHARES

The shares issued on conversion of the Peet Notes will be Ordinary Shares and will rank equally with all existing Ordinary Shares.

The following is a broad summary of rights which attach to Ordinary Shares. It is not intended to be an exhaustive or defi nitive summary of the rights attaching to Ordinary Shares.

Voting rights

Subject to restrictions on voting from time to time affecting any particular Shareholder or any class of shares and subject to any contrary provisions of the Constitution, at a meeting of Shareholders, each Shareholder entitled to vote may vote in person or by proxy or attorney or, being a corporation, by a duly authorised representative, and has 1 vote on a show of hands and 1 vote per Ordinary Share on a poll.

Dividends

The Board may from time to time declare or determine a dividend to be paid to the Issuer's Shareholders. Subject to the right of, or any restrictions on, the holders of shares created or raised under any special arrangement as to dividend, dividends are payable on all shares in the Issuer in proportion to the amount of total issue price for the time being paid or credited as paid in respect of the shares. Dividends may be declared or determined to be payable in respect of a specifi ed period.

Transfer

Subject to the Constitution, the Corporations Act, the Listing Rules and the ASX Settlement Operating Rules, Ordinary Shares are freely transferable. Subject to the Listing Rules and the Corporations Act, the Directors may refuse to register a transfer or apply a holding lock to prevent a transfer of Ordinary Shares only in limited circumstances (for example, where the Issuer has a lien on those shares).

Winding up

If the Issuer is wound up, the liquidator may divide among all or any of the Issuer's Shareholders, in specie or in kind, any part of the Issuer's assets. The division may be carried out as the liquidator thinks fi t, subject to the right of any Shareholder prejudiced by the division to dissent.

Variation of rights

The rights, privileges and restrictions attaching to the Ordinary Shares can only be varied by a special resolution passed at a meeting of Shareholders by those shareholders present at the meeting or by proxy who hold at least 75% of the votes attaching to Ordinary Shares.

7.2 NOTE TRUST DEED

The Note Trust Deed governs the terms and conditions on which the Peet Notes are to be issued and is subject to the Corporations Act and the ASX Listing Rules. Schedule 1 to the Note Trust Deed contains the Terms of Issue of the Peet Notes. Those Terms of Issue are set out in section 8.

The following is a summary of the Note Trust Deed. To obtain a complete understanding of the Note Trust Deed it is necessary to read it in full. A complete copy of the Note Trust Deed is available for inspection without charge during normal offi ce hours at the registered offi ce of the Issuer at Level 7, 200 St Georges Terrace, Perth within 7 days after lodgement of this Prospectus. The Note Trust Deed will also be released to ASX and will be available from its website (www.asx.com.au).

(a) Legal nature of the Peet Notes

The Note Trust Deed provides that the Peet Notes:

• rank without preference or priority among themselves;
• are direct, unconditional, unsecured and unsubordinated obligations of the Issuer;
• do not carry a right to vote at any general meeting of the Issuer; and
• are to be issued to persons as the Issuer thinks fi t.

The Issuer's obligations in relation to the Peet Notes, as constituted by and specifi ed in the Note Trust Deed, are to the Trustee and to those persons who are registered as noteholders. No certifi cates are issued in respect of the Peet Notes unless requested by the Trustee.

7.2 NOTE TRUST DEED CONTINUED

(b) Issuer's Undertakings

Under the Note Trust Deed, the Issuer undertakes to the Trustee and each noteholder that it shall:

• provide without charge, to the Trustee and to each noteholder who requests it in accordance with section 318(2) of the Corporations Act, a copy of the Issuer's consolidated audited accounts in respect of each fi nancial year and a copy of the Issuer's annual report for that fi nancial year, at the time required by the Corporations Act;
• whenever requested by the Trustee, promptly give to the Trustee such information as the Trustee reasonably considers necessary for the purposes of the discharge of the duties, trusts and powers vested in the Trustee under the Note Trust Deed or imposed on it by law;
• promptly give the Trustee copies of all material documents and notices received by it from any noteholder or which it gives to a noteholder;
• use its best endeavours to ensure that the Peet Notes are, upon their issue, quoted on the ASX and that such quotation is maintained;
• comply in all material respects with all laws binding on it with respect to the Peet Notes.

(c) Trustee's Covenants

Under the Note Trust Deed the Trustee makes certain covenants including that it will act continuously as trustee of the note trust until the note trust is terminated or the Trustee has retired or been removed from offi ce in the manner provided under the Note Trust Deed.

(d) Powers of the Trustee

In addition to those powers arising under law, the Trustee has certain powers and discretions as set out in the Note Trust Deed, including the power:

• to waive any breach by the Issuer of its covenants or obligations under the Note Trust Deed, including any Event of Default, on the instructions of noteholders by special resolution;
• to waive minor breaches of a formal, technical or administrative nature;
• to delegate its functions; and
• to amend the Note Trust Deed in certain circumstances by agreement with the Issuer (and beyond this modifying the Note Trust deed requires a resolution of noteholders).

The Trustee may hold Peet Notes and may enter into transactions with the Issuer or any related body corporate of the Issuer.

(e) Amendment to Terms

Amendments to the Terms may be made without Holder's consent in a number of circumstances, including where the amendment is, in the opinion of the Issuer:

• (i) formal or technical or corrects a manifest error; or
• (ii) is necessary or expedient to enable the offer or quotation or is necessary to comply with applicable laws and / or listing requirements, provided the Issuer has provided to the Trustee an opinion addressed to the Trustee or otherwise able to be relied on by the Trustee from legal advisers of recognised standing in Western Australia that such amendment is otherwise not materially prejudicial to the interest of Holders as a whole.

Otherwise, Holder consent is required to amend the Terms.

(f) Limited liability and indemnity of Trustee

The liability of the Trustee is limited in the manner set out in the Note Trust Deed. The Trustee is not responsible for any information published by the Issuer in relation to the Peet Notes (including this Prospectus). The Trustee is indemnifi ed in the manner set out in the Note Trust Deed.

The limitations on the Trustee's liability and the Trustee's indemnities as set out in the Note Trust Deed apply to this Prospectus as if set out in full.

7.3 AGREEMENTS RELATING TO THE ACQUISITION

Peet has agreed to subscribe for a 50% interest in Peet Flagstone City Pty Limited (the Owner), which has entered into an agreement to purchase a 1,244 hectare englobo land parcel referred to as "Flagstone West Project", located 38km south west of Brisbane. A subsidiary of MTAA Super, MTAA Superannuation Fund (Flagstone Creek and Spring Mountain Park) Property Pty Limited as trustee for the MTAA Superannuation Fund (Flagstone Creek and Spring Mountain Park) Property Trust (MTAA Flagstone), will own the other 50% interest in the Owner. The Owner intends to develop the land into a residential master planned community.

A subsidiary of Peet has been appointed as the Development Manager by the Owner. The key transaction documents are described below.

(a) Acquisition Agreement

On 1 June 2011 the Owner entered into an agreement with MTAA Flagstone to purchase the Flagstone West project. The key terms of this agreement are:

• purchase price of $90 million (excl. GST);
• settlement date of 28 July 2011; and
• buyer's obligation subject to completion of the Subscription Deed.

(b) Subscription Agreement

On 1 June 2011, a subsidiary of Peet, Peet No 130 Pty Limited (Peet No 130), and MTAA Flagstone entered into a subscription agreement to subscribe for shares in the capital of the Owner. The agreement provides that:

• Peet must pay a deposit of $2.25 million (Deposit) on execution of the subscription agreement in relation to their shareholding in the Owner;
• the Owner must issue and allot to each of Peet No 130 and MTAA Flagstone 45,000,000 unpaid ordinary shares in the capital of the Owner (the Subscription Shares) at an issue price of $1.00 per share;
• the parties must duly execute the Shareholders' Agreement;
• the Board of the Owner must be constituted in accordance with the Shareholders' Agreement;
• the Owner must adopt a constitution consistent with the provisions of the Shareholders' Agreement; and
• upon completion, Peet No 130 must pay the Subscription Amount ($45,000,000 excl. GST) less the Deposit ($2,250,000) to the Owner.

Under the agreement, the parties acknowledge that the Owner must apply the funds raised from the Subscription Shares issued to Peet No 130 for the benefi t of MTAA Flagstone as part consideration for the $90 million purchase price payable by the Owner under the Acquisition Agreement. In addition, the balance of the purchase price ($45 million excl. GST), payable by the Owner to MTAA Flagstone, will be used to satisfy the amounts unpaid on MTAA Flagstone's Shares.

If Peet No 130 breaches a provision of the agreement in a material respect and fails to remedy that breach within 7 Business Days after receipt of a Breach Notice by the Owner, the Owner may terminate the agreement and retain the Deposit (except that if the Owner is also in breach of a provision of the agreement in a material respect, then on termination the Deposit must be returned to Peet No 130).

(c) Shareholders' Agreement

On 1 June 2011, an agreement was entered into by the shareholders of the Owner. Under the agreement the parties have agreed to manage and control the Owner on the terms set out in the agreement. Under the agreement, the parties have agreed protocols relating to:

• (i) the composition of the board of the Owner;
• (ii) the procedures for board meetings and shareholders' meetings;
• (iii) the approval and adoption of a Business Plan;
• (iv) further contribution to equity;
• (v) pre-emptive rights to the disposal of shares; and
• (vi) resolution of disputes.
• The agreement terminates automatically:
• (i) if all parties agree;
• (ii) for a shareholder of the Owner, when it stops holding, directly or indirectly, any shares;
• (iii) when the Owner is wound up; or
• (iv) on the day an agreement to sell all of the shares is completed.

7.3 AGREEMENTS RELATING TO THE ACQUISITION CONTINUED

(d) Development, Marketing and Management Agreement

On 1 June 2011, the Owner and Peet Development Management Pty Limited (the Development Manager) entered into a development, marketing and management agreement in respect to the Flagstone West Project.

(i) Duties of Development Manager

The duties under the Agreement include but are not limited to:

• ensuring the project complies with relevant acts;
• ensuring appropriate insurance policies are in place;
• ensuring that stages are developed in a timely manner;
• assisting the owner in securing fi nance;
• using all reasonable endeavours to promote and market the project;
• ensuring the project is presented for sale in a professional and attractive manner; and
• using all reasonable endeavours in respect to the selling of the lots created by the project in a timely manner in accordance with the business plan.

(ii) Term and Termination

The agreement will continue indefi nitely unless the Owner terminates the Development Manager's appointment at any time and without notice if:

• the Development Manager commits a substantial breach of any term of the agreement (and fails to remedy the breach after being given at least 20 Business Days notice in writing);
• the Development Manager commits wilful misconduct, fraud or negligence;
• an order is made or an effective resolution is passed for the appointment of a provisional liquidator or for the winding up of the Development Manager;
• a receiver or a receiver and manager is appointed or a mortgagee enters into possession of all or part of the undertaking or assets of the Development Manager;
• the Development Manager proposes to enter into or enters into a scheme of arrangement with its creditors;
• the Development Manager calls a meeting of its creditors for the purpose of placing the Development Manager under Offi cial management or an offi cial Manager or Administrator of the Development Manager is appointed; or
• an Insolvency Event occurs.

7.4 UNDERWRITING AGREEMENT

The Offer is being underwritten by the Underwriters pursuant to an Underwriting Agreement, dated 1 June 2011 between the Issuer and the Underwriters.

(a) Commission, fees and expenses

The Issuer must pay, or procure payment, to the Underwriters:

• an underwriting fee of 4% of the underwritten amount of the Offer ($40 million); and
• a selling fee of 3% of the amount raised under the Offer above the underwritten amount.

These fees are exclusive of GST, and will become payable by the Issuer on settlement of the Offer.

The Issuer has also agreed to reimburse the Underwriters for all reasonable out-of-pocket expenses incurred by the Underwriters in connection with the Offer.

7.4 UNDERWRITING AGREEMENT CONTINUED

(b) Warranties, Undertakings and other Terms

The Underwriting Agreement contains certain common representations, warranties and undertakings provided by the Issuer to the Underwriters. The warranties relate to matters such as the conduct of the parties, the Issuer's compliance with applicable ASX Listing Rules or laws, information provided to the Underwriters, licences and the Offer Documents. The Issuer's undertakings include, that other than as disclosed to the ASX:

• the business of the Peet Group has been carried on in the ordinary and usual course; and
• there has been no material adverse change in the condition (fi nancial or otherwise), or the assets, earnings, business, results of operations, management or prospects of the Peet Group, from 30 June 2010 up until the date of lodgement of this Prospectus.

(c) Indemnity

Subject to certain exclusions relating to, among other things, fraud, wilful conduct or negligence by an indemnifi ed party, the Issuer agrees to keep the Underwriters and certain affi liated parties indemnifi ed from losses suffered in connection with the Offer.

(d) Termination events

Each Underwriter may, by notice to the Issuer and the other Underwriters, without any cost or liability to the Underwriter, terminate its obligations under the Underwriting Agreement if any of the following events occur before 3.00pm on the Settlement Date:

• (Material Adverse Change) if, prior to the announcement of the Offer and except as disclosed to ASX prior to the execution of this agreement, any material adverse change occurs, or an event occurs which is likely to give rise to a material adverse change, in the assets or liabilities, fi nancial position or performance, profi ts or losses or prospects of the Group from that existing at the close of trading on the Business day before the date of the Underwriting Agreement;
• (Acquisition Agreement) the Subscription Agreement or Development, Marketing and Management Agreement is terminated, withdrawn, rescinded, varied, altered or amended or is breached or failed to be complied with by any party in a material respect;
• (Timetable) this Prospectus is not lodged by the date that is 2 Business Days after the Lodgement Date as specifi ed in the Timetable;
• (disclosures in Prospectus) in an Underwriter's reasonable opinion a statement contained in this Prospectus is misleading or deceptive or likely to mislead or deceive, or a matter required to be included by the Corporations Act is omitted from the Prospectus or the Prospectus otherwise fails to comply with the Corporations Act, the ASX Listing Rules or other applicable laws;
• (disclosures in Due Diligence Committee Report) the Due Diligence Report or any other information supplied by or on behalf of the Group to the Underwriters in relation to the Group or the Offer is or is found to be misleading or deceptive or likely to mislead or deceive;
• (Supplementary Prospectus) the Issuer lodges a Supplementary Prospectus without the prior written consent of an Underwriter (not to be unreasonably withheld or delayed); or an Underwriter forms the view (acting reasonably) that a Supplementary Prospectus must be lodged with ASIC under section 719;
• (ASIC) ASIC gives notice of an intention to hold a hearing under section 739(2) of the Corporations Act or issues an order under section 739(1) of the Corporations Act or an interim order under section 739(3) of the Corporations Act or ASIC applies for an order under sections 1324B or 1325 of the Corporations Act in relation to the Offer or the Prospectus or gives notice of an intention to prosecute the Issuer or any of its directors; or an application is made by ASIC for an order under Part 9.5 of the Corporations Act in relation to the Offer or the Prospectus; or ASIC commences any investigation or hearing under Part 3 of the Australian Securities and Investments Commission Act 2001 (Cth) in relation to the Offer or the Prospectus, and in each case, the notice, application or investigation is not withdrawn or cancelled within 2 Business Day's of its issue or commencement or by 5pm on the Business Day prior to the Settlement Date (whichever is earlier);
• (withdrawal of consent) any person gives a notice under section 733(3) in relation to the Prospectus; or any person (other than an Underwriter) who has previously consented to the inclusion of their name or any statement in this Prospectus or any Supplementary Prospectus withdraws that consent;

7.4 UNDERWRITING AGREEMENT CONTINUED (d) Termination events continued

• (withdrawal of Prospectus) the Issuer withdraws the Prospectus or the invitations to apply for Peet Notes under the Prospectus;
• (ordinary shares) ASX announces that the Issuer's Ordinary Shares will be:
• delisted;
• removed from quotation; or
• suspended from quotation, which for the avoidance of doubt, will not include any trading halt granted to the Issuer in respect of its ordinary shares;
• (Offi cial Quotation) unconditional approval (or approval conditional only on customary conditions which are acceptable to the Underwriters, acting reasonably) is refused or not granted to the Offi cial Quotation of all of the Peet Notes, on or before 9.30am on the date for such approval as specifi ed in the Timetable, or if granted, the approval is subsequently withdrawn, qualifi ed (other than by customary conditions) or withheld;
• (end date) the Peet Notes are not issued or have not become quoted on the ASX by 15 July 2011 (whether or not Offi cial Quotation has been granted);
• (no misleading or deceptive conduct) the Issuer engages in conduct that is misleading or deceptive or which is likely to mislead or deceive in connection with the issue and distribution of the Offer documents or the making of the Offer;
• (fi nancing default) there is a material breach of any material fi nancing (in the context of the Group as a whole) arrangement to which a Group Member is a party or a fi nancier seeks to withdraw or accelerate repayment of any material fi nancing arrangement;
• (section 730 notice) a person other than an Underwriter gives a notice to the Issuer under section 730 that is in the reasonable opinion of an Underwriter materially adverse from the point of view of an investor;
• (insolvency) a Group Member becomes Insolvent or there is an act or omission which may result in the Issuer or a Group Member becoming Insolvent;
• (misleading statement) a statement in a Certifi cate provided by the Issuer under the Underwriting Agreement is untrue, incorrect or misleading;
• (obligations) the Issuer fails to perform or observe any of its obligations under the Underwriting Agreement;
• (representations or warranties) any representation or warranty made or given by the Issuer in the Underwriting Agreement is or becomes untrue or incorrect;
• (legal proceedings) any of the following occurs:
• the commencement of legal proceedings against any Group Member; or
• any regulatory body commences any inquiry or public action against a Group Member;
• (criminal offence) any director or senior manager of any Group Member is charged with a criminal offence relating to any fi nancial or corporate matter, or a director of a Group Member is disqualifi ed from managing a corporation under the Corporations Act; or
• (management) Brendan Gore ceases employment with the Issuer or Tony Lennon ceases to be a Director.

The events set out above from "insolvency" onwards will only give rise to a termination right if the event has, or is likely to have, a material adverse effect on the Offer or gives rise to a contravention of applicable law or a liability under applicable law of an Underwriter.

7.5 SYNDICATED LOAN FACILITIES

Peet currently has a syndicated loan facility with an aggregate facility limit of $288 million. The tranches within this facility have different maturity dates.

Peet has now received a letter of offer from its banks to increase the aggregated facility to $300 million and extend the expiry of all tranches to 30 June 2014.

The letter also provides an offer to consent to all required changes to documentation to allow the Peet Notes to be issued without breaching terms of the existing facility, which is subject to documentation. The letter also advises of changes proposed to fi nancial covenants to accommodate the issue of the Peet Notes.

7.6 WHOLESALE CLIENT COMMITMENTS

The Issuer has been advised by the Underwriters that they have entered into cornerstone investor commitments with wholesale clients who have committed to apply or procure applications for approximately $45 million in aggregate of Peet Notes.

7.7 DISCLOSING ENTITY

This Prospectus is issued pursuant to ASIC Class Order 00/195 as a prospectus for the offer of convertible securities on the conversion of which the holder will be issued with continuously quoted securities.

The Issuer is a disclosing entity for the purposes of the Corporations Act and as such is subject to regular reporting and disclosure obligations. As a company listed on the ASX, the Issuer is subject to the Listing Rules which, subject to certain exceptions require immediate disclosure to the market of any information of which the Issuer is aware which a reasonable person might expect to have a material impact on the price or value of its securities.

The ASX maintains records of company announcements for all companies listed on the ASX. The Issuer's announcements may be viewed on the ASX's website at www.asx.com.au.

ASIC also maintains records in respect of documents lodged with it by the Issuer, and these may be obtained from or inspected at any offi ce of ASIC.

The Issuer will provide free of charge to any person who requests it during the application period under this Prospectus a copy of:

• (a) The Issuer's half yearly report and accounts for the half year ended 31 December 2010;
• (b) The Issuer's fi nancial statements for the year ended 30 June 2010 (being the last fi nancial statement of a full fi nancial period lodged with the ASIC before the date of this Prospectus); and
• (c) Documents released to the ASX pursuant to the Issuer's continuous disclosure obligations under the Listing Rules and the Corporations Act since the lodgement of the fi nancial statements referred to in paragraph (a) above. Such releases are available on the ASX website (www.asx.com.au).

7.8 DIRECTORS' INTERESTS

Other than as set out below or elsewhere in this Prospectus:

• no Director has, or has had in the 2 years prior to lodgement of this Prospectus with ASIC, an interest in:
• (a) the formation or promotion of the Issuer;
• (b) any property acquired, or proposed to be acquired, by the Issuer in connection with: (i) its formation or promotion; or (ii) the Offer; or
• (c) the Offer; and
• no one has paid or agreed to pay any amount, and no one has given or agreed to give any benefi t, to any Director or any proposed Director or to any fi rm in which any Director or proposed Director is or was a partner:

(a) to induce that person to become, or to qualify as, a director of the Issuer; or

(b) for services provided by that person or by the fi rm in which that person is or was a partner in connection with the formation or promotion of the Issuer or the Offer.

7.8 DIRECTORS' INTERESTS CONTINUED

Holdings of Ordinary Shares and options

The Directors have the following interests in Ordinary Shares and unlisted options and/or performance rights in Peet, either directly or indirectly:

Name of Director	No of Ordinary Shares	No of Unlisted Options	No of Unlisted Performance Rights
Anthony Wayne Lennon	81,153,656	-	-
Brendan David Gore	-	2,500,000	1,815,166
Graeme William Sinclair	79,000	-	-
Stephen Francis Higgs	400,000	-	-
Anthony James Lennon	976,799	400,000	265,343

Remuneration

The Constitution provides that Directors are entitled to such remuneration as the Board determines, but the remuneration for non-executive Directors must not exceed in aggregate the amount fi xed in general meetings, which is currently $600,000.

In addition, every Director is entitled to be paid all reasonable travel, accommodation and other expenses incurred by the Director in attending meetings of the Issuer, the Board or of any committees or while engaged in the business of the Issuer.

Indemnity, Insurance and Access

The Issuer has entered into deeds of access and indemnity with some of its Directors setting out the rights of those Directors to access Board papers and to be indemnifi ed by the Issuer, including after they cease to be a Director.

The Issuer also maintains directors' and offi cers' insurance in respect of its Directors.

7.9 INTERESTS OF EXPERTS

Except as set out below, no:

• (a) person named in this Prospectus as performing a function in a professional, advisory, or other capacity in connection with the preparation or distribution of this Prospectus;
• (b) promoter of the Issuer; or
• (c) the underwriter to the Issue,

(each, a relevant person) holds, at the time of lodgement of this Prospectus with ASIC, or has held in the 2 years before lodgement of this Prospectus with ASIC, an interest in;

• (d) the formation or promotion of the Issuer;
• (e) the Offer; or
• (f) any property acquired or proposed to be acquired by the Issuer in connection with its formation or promotion of the Offer.

Except as set out below, no one has paid or agreed to pay any amount or given or agreed to give any benefi ts for services provided by a relevant person in connection with the formation or promotion of the Issuer or the Offer.

The amounts set out below are exclusive of GST.

Allens Arthur Robinson has acted as Australian legal adviser in respect of the Offer. In aggregate, the Issuer has paid or agreed to pay Allens Arthur Robinson approximately $200,000 (plus disbursements) for these services to the date of this Prospectus. Further amounts may be paid to Allens Arthur Robinson in accordance with its normal time based charges.

Evans and Partners Pty Limited, National Australia Bank Limited and Merrill Lynch International (Australia) Limited have acted as the underwriters, lead managers and joint bookrunners in relation to the Offer. The Issuer has agreed to pay the Underwriters the fees described in section 7.4 of this Prospectus.

7.10 REMUNERATION OF TRUSTEE

Australian Executor Trustees Limited has agreed to act as trustee in respect of the Peet Notes. The Trustee will be paid an establishment fee of $5,000 and an annual fee of $20,000 (payable semi-annually in arrears) based on a maximum issue size of $50 million.

7.11 CONSENTS

None of the parties referred to below have authorised or caused the issue of this Prospectus or made or purported to have made any statement that is included in this Prospectus or any statement on which a statement made in this Prospectus is based, other than as specifi ed below. Each of the parties referred to below, to the maximum extent permitted by law, expressly disclaims, and takes no responsibility for any part of, this Prospectus, other than the reference to its name and a statement included in this Prospectus with the consent of that party, as specifi ed below.

Allens Arthur Robinson has given and has not, before lodgement of this Prospectus with ASIC, withdrawn its consent to being named in this Prospectus in the form and context in which it is named.

Evans and Partners Proprietary Limited has given and has not, before lodgement of this Prospectus, withdrawn its consent to being named in this Prospectus in the form and context in which it is named.

National Australia Bank Limited has given and has not, before lodgement of this Prospectus, withdrawn its consent to being named in this Prospectus in the form and context in which it is named.

Merrill Lynch International (Australia) Limited has given and has not, before lodgement of this Prospectus with ASIC, withdrawn its consent to being named in this Prospectus in the form and context in which it is named.

Australian Executor Trustees Limited has given and has not, before lodgement of this Prospectus with ASIC, withdrawn its consent to being named in this Prospectus in the form and context in which it is named.

7.12 GOVERNING LAW

This Prospectus, the Offer and the contracts formed on acceptance of Applications are governed by the laws applicable in Western Australia. Each applicant for Peet Notes submits to the exclusive jurisdiction of the courts of Western Australia.

7.13 CONSENT TO LODGEMENT

Every Director has consented to the lodgement of this Prospectus with ASIC under the Corporations Act.

1. DEFINED TERMS

Words and expressions defi ned in clause 15 have the meanings given to them in that clause when used in these Terms.

2. FORM AND FACE VALUE

2.1 Form

Peet Notes are cumulative, redeemable, unsecured, convertible notes issued under the Trust Deed. Holders are entitled to the benefi t of and are bound by the provisions of the Trust Deed and these Terms.

2.2 Face Value and Issue Price

• (a) Each Peet Note will have a face value of $100 (Face Value).
• (b) Each Peet Note will be issued by the Issuer at an issue price of $100 or such other amount as set out in or determined in accordance with the relevant offer document (the Issue Price). The Issue Price must be paid in full on application.

3. RANKING

3.1 Ranking

The Peet Notes are direct, unsecured debt obligations of the Issuer which, subject to generally applicable legal and equitable principles rank equally with each other and all other present and future unsubordinated and unsecured obligations of the Issuer. The ranking of Peet Notes is not affected by the date of registration of any Holder in the Register.

3.2 No Security Interest

Nothing in these Terms creates a Security Interest over any asset of a Holder.

4. INTEREST

4.1 Interest

(a) Each Peet Note accrues interest from and including its Issue Date on a daily basis at the Interest Rate. Interest accrued for each Interest Period will be calculated in accordance with the following formula:

Interest Accrued	=	Interest Rate x Face Value x N
		365

Where:

Interest Accrued is the interest accrued for the relevant Interest Period. Interest Rate is 9.5% per annum. N is the number of days in the relevant Interest Period.

(b) Interest under paragraph (a) is payable in arrear on each Interest Payment Date.

4.2 Default Interest

(a) Accrued Interest on Peet Notes that is not paid on the Interest Payment Date on which it becomes due and payable and which remains unpaid shall:

(i) remain owing and not form part of the principal owing to the Holder; and

(ii) bear interest at the Interest Rate plus a margin of 2% calculated daily (Default Interest).

• (b) Default Interest is due and payable on the fi rst Interest Payment Date after it begins accruing. The Issuer may pay Default Interest at any time before that date.
• (c) If Default Interest is not paid on the Interest Payment Date on which it becomes due and payable it shall itself become Accrued Interest and bear interest from that date in accordance with paragraph (a).

4.3 Calculation of interest

All calculations of interest will be rounded to four decimal places. For the purposes of making any interest payment in respect of a Holder's aggregate holding of Peet Notes, any fraction of a cent will be disregarded.

4.4 Record Dates

All payments under or in respect of any Peet Note will be made only to those persons registered as Holders of that Peet Note on the relevant Record Date.

4.5 Deductions

• (a) Subject to paragraph (b), all payments under or in respect of these Terms must be made without set off or counterclaim and free of deduction for or on account of any tax or similar amount.
• (b) The Issuer may withhold or deduct from any interest or other amounts payable to a Holder the amount of any Tax which a qualifi ed legal or taxation advisor advises that it is required by law to withhold or deduct in respect of such interest or other amount.
• (c) If the Issuer is required by law to withhold or deduct from any amount payable to a Holder the amount of any Tax, the Issuer shall pay such additional amounts to the Holder as are necessary to ensure that the Holder receives, in total, an amount equal to the amount that it would have received if no such withholding or deduction had been required, provided that no additional amounts shall be payable for or on account of:
• (i) any Tax that would not have been required to be withheld or deducted if the Holder or benefi cial owner of such Peet Notes complied with the Issuer's request to provide information concerning his, her or its nationality, residence or identity or to make a declaration, claim or fi ling or satisfy any requirement for information or reporting that is required to establish the eligibility of the Holder or benefi cial owner of such Peet Notes to receive the relevant payment without (or at a reduced rate of) withholding or deduction for or on account of any such Tax;
• (ii) any Tax that would not have been imposed but for the Holder or benefi cial owner of such Peet Notes being an associate (as defi ned in section 128F of the Tax Act) of the Issuer; or

(iii) any combination of the foregoing.

(d) The Issuer shall pay the full amount required to be deducted to the relevant revenue authority within the time allowed for such payment without incurring penalty under the applicable law and shall, if required by any Holder, deliver to that Holder a copy of the relevant receipt issued by the revenue authority without unreasonable delay after it is received by the Issuer.

4.6 No set off

A Holder has no right to set off any amounts owing by it to the Issuer against claims owing by the Issuer to the Holder.

4.7 Method of payment

Any amount which is payable to Holders in respect of Peet Notes will, unless the Issuer and Holders otherwise agree, be paid by direct credit into a nominated account at a fi nancial institution offering such a facility for direct credit of amounts denominated in Australian currency. If a Holder fails to nominate such an account, the amount may be deposited by the Issuer in a bank account in the Issuer's name established for the purpose and held by the Issuer until the Holder nominates an account. An amount so deposited shall be taken to have been duly paid to the Holder and shall not bear interest. Any interest accruing on any such account shall be paid to the Issuer.

5. HOLDER EXIT RIGHTS

5.1 Exit Notice - Conversion

Subject to clause 5.2, a Holder may, by giving an Exit Notice, request Conversion of the Peet Notes held by it. Such an Exit Notice may only be given at least 3 months after the Issue Date and at least 5 Business Days prior to the Maturity Date.

5.2 Number of Peet Notes to be Converted

A request under clause 5.1 requesting a Conversion may be in relation to some or all of the Holder's Peet Notes, subject to the Face Value of the Peet Notes the subject of the Exit Notice being at least the lesser of A$10,000 or the balance of the Holder's holding of Peet Notes.

5.3 Exit Notices upon Change of Control Event, Delisting Event or Event of Default

If a Change of Control Event, a Delisting Event or Event of Default has occurred a Holder may:

• (a) in the case of a Change of Control Event, request Conversion or Repayment of all (but not some only) of the Holder's holding of Peet Notes;
• (b) in the case of a Delisting Event or Event of Default, request Repayment of all (but not some only) of the Holder's holding of Peet Notes,

in either case, by giving an Exit Notice to the Issuer no later than 15 Business Days after:

(c) in the case of a Change of Control Event or a Delisting Event, the date of the notice issued by the Issuer under clause 6.1 specifying such event; and

(d) in the case of an Event of Default, the date of the occurrence of that event.

5.4 Other requirements of Exit Notices

• (a) Once given by a Holder, an Exit Notice cannot be withdrawn without the written consent of the Issuer.
• (b) An Exit Notice must be accompanied by evidence of title reasonably acceptable to the Issuer for Peet Notes the subject of the Exit Notice and is not taken to be a valid Exit Notice unless and until such evidence is actually received by the Issuer.
• (c) A Holder must not deal with, transfer, dispose of or encumber any Peet Notes the subject of an Exit Notice once that Exit Notice has been given.
• (d) Where the Issuer has received a valid Exit Notice in respect of any particular Peet Notes, any Exit Notice subsequently received will be taken to apply only to Peet Notes which were not the subject of the prior Exit Notice. The Directors may apply such adjustments (if any) as the Directors consider to be reasonably necessary to refl ect this.
• (e) A Holder may give an Exit Notice under clause 5.1 requesting Conversion after it has received a Realisation Notice.

6. ISSUER EXIT RIGHTS

6.1 Notice of Change in Regulation Event, Change of Control Event, Delisting Event, Event of Default The Issuer must give notice to the Holders as soon as reasonably practicable after it becomes aware of any of the following:

• (a) the occurrence of a Change in Regulation Event, a Change of Control Event, an Event of Default or a Delisting Event; or
• (b) that the aggregate Face Value of Peet Notes outstanding is $5 million or less.

6.2 Realisation Notice

• (a) Where a notice is given under clause 6.1 in respect of a Change in Regulation Event or the occurrence of the event described in clause 6.1(b), the Issuer may specify in that notice that it will Repay all (but not some only) of the Peet Notes on the date which is 25 Business Days after the date of the notice, in which case that notice will be a Realisation Notice.
• (b) At any time after a notice is given under clause 6.1 in respect of the event described in clause 6.1(b), the Issuer may specify in a separate notice that it will Repay all (but not some only) of the Peet Notes on the date which is 25 Business Days after the date of the separate notice, in which case that separate notice will be a Realisation Notice.

6.3 Effect of Realisation Notice

A Realisation Notice given under clause 6.2 is irrevocable and the Issuer must, on the date specifi ed in that notice, Repay all Peet Notes the subject of that notice, unless a valid Exit Notice under clause 5.1 requesting Conversion is given by a Holder in respect of the same Peet Notes after it has received the Realisation Notice.

6.4 Identical Realisation Dates

Where the Realisation Dates specifi ed in a Realisation Notice and an Exit Notice in respect of the same Peet Note are identical dates, the Exit Notice will prevail over the Realisation Notice.

6.5 Purchase

Subject to compliance with any applicable law or requirement of ASX (or any stock exchange or other relevant authority on which the Peet Notes are quoted):

• (a) the Issuer and any of its Related Bodies Corporate may at any time purchase Peet Notes in the open market or otherwise and at any price;
• (b) if purchases are made by tender, tenders must be available to all Holders alike; and
• (c) Peet Notes purchased under this clause 6.5 may be held or resold at the discretion of the purchaser and the Peet Notes may also be cancelled if the purchaser and Peet so agree.

7. REPAYMENT

7.1 Repayment on Maturity Date

The Issuer must on the Maturity Date Repay all (but not some only) of the Peet Notes which are not the subject of an Exit Notice that it has received or a Realisation Notice which it has issued.

7.2 Repayment Amount

Where Peet Notes are to be Repaid under these Terms, the Issuer must pay the Holder an amount equal to the Repayment Amount for the relevant Peet Notes on the relevant Realisation Date.

7.3 Holder action

Where the Issuer is to Repay under these Terms, the Holder must, if required by the Issuer to enable the Issuer to effect Repayment:

• (a) vote in favour (to the extent the Holder is entitled to do so) or otherwise abstain from any required resolution;
• (b) provide all documentation and execute any authorisation or power necessary; and
• (c) take all other action which the Issuer considers necessary or desirable.

8. CONVERSION

8.1 Conversion

• (a) Where a Peet Note is to be Converted under these Terms, on the Realisation Date:
• (i) the Issuer will redeem the Peet Note for the Repayment Amount, and apply the whole of that amount towards the subscription by the Holder of the relevant Peet Note of the number of new Ordinary Shares calculated in accordance with clause 8.2; and
• (ii) the Issuer must cause to be delivered to the relevant Holder (whether by way of issue of new Ordinary Shares or transfer of existing Ordinary Shares) the number of Ordinary Shares calculated in accordance with clause 8.2.
• (b) The relevant Holder irrevocably and unconditionally:
• (i) acknowledges that compliance with the above process is in full and fi nal satisfaction of the Holder's rights in respect of the relevant Peet Note (whether as to Face Value, interest or otherwise); and
• (ii) consents to be a member of the Issuer and agrees to be bound by the constitution of the Issuer.
• (c) Any issue of Ordinary Shares under this clause 8.1 will have effect on and from, and be deemed to have been made on, the Realisation Date.

8.2 Conversion Price

(a) The number of Ordinary Shares to which a Holder is entitled upon Conversion of Peet Notes is determined by the following formula:

Number of Ordinary Shares = ARA / Conversion Price

Where:

ARA	is the aggregate of the Repayment Amount of the Peet Notes being Converted by the Holder.
Conversion Price	is 1.25 x Reference Price.
Reference Price	$1.80 which may be subsequently adjusted under this clause 8.

(b) Where the number of Ordinary Shares to be issued to a Holder under clause 8.2(a) includes a fraction, that fraction will be disregarded.

8.3 Adjustments to Reference Price for rights issues or bonus issues

(a) Subject to paragraphs (b) and (c), if the Issuer makes a rights issue (including an issue of the kind known as a 'jumbo issue', where offers to certain institutional holders, or benefi cial holders, are made in advance of offers to other holders) or bonus issue (in either case being a pro rata issue) of Ordinary Shares to holders of Ordinary Shares generally, the Reference Price will be adjusted immediately under the following formula:

$$ RP = RPo x I/P x \xrightarrow{(RD x P) + (RN x A)} (RD + RN) $$

Where:

RP means the Reference Price applying immediately after the application of this formula;

• RPo means the Reference Price applying immediately before the application of this formula;
• P means the VWAP during the period from (and including) the fi rst Business Day after the announcement of the rights or bonus issue to ASX up to (and including) the last Business Day of trading cum rights or bonus issue (or if there is no period of cum rights or bonus issue trading, an amount reasonably determined by the Directors as representing the value of an Ordinary Share cum the rights or bonus issue);
• RD means the number of Ordinary Shares on issue immediately before the issue of new Ordinary Shares under the rights or bonus issue;
• RN means the number of Ordinary Shares issued under the rights or bonus issue; and
• A means the subscription price per Ordinary Share for a rights issue (and is zero in the case of a bonus issue).
• (b) No adjustment to the Reference Price will occur if A exceeds P.
• (c) Paragraph (a) does not apply to Ordinary Shares issued as part of a bonus share plan, employee or executive share plan, executive option plan, share top up plan, share purchase plan or a dividend reinvestment plan.
• (d) For the purpose of this clause 8.3, an issue will be regarded as a pro rata issue notwithstanding that the Issuer does not make offers to some or all Ordinary Shareholders with registered addresses outside Australia, provided that in so doing the Issuer is not in contravention of ASX Listing Rules.

8.4 Adjustments to Reference Price for off market buy-backs

(a) Subject to paragraph (b), if the Issuer undertakes an off market buy-back under a buy-back scheme which but for any applicable restrictions on transfer would be generally available to holders of Ordinary Shares (or otherwise cancels Ordinary Shares for consideration), the Reference Price will be adjusted immediately using the following formula:

$$ RP = RPo x I/P x \xrightarrow{\qquad (BD \ x \ P) - (BN \ x A)} \xrightarrow{\qquad (BD \ x \ B) \ \qquad (BD \ -BN)} $$

Where:

• RP means the Reference Price applying immediately after the application of this formula;
• RPo means the Reference Price applying immediately before the application of this formula;
• P means the VWAP during the 20 Business Days before the announcement to ASX of the buy-back (or cancellation);
• BD means the number of Ordinary Shares on issue immediately before the buy-back (or cancellation);
• BN means the number of Ordinary Shares bought back (or cancelled); and
• A means the buy-back (or cancellation) price per Ordinary Share.
• (b) No adjustment to the Reference Price will occur if P exceeds A.

8.5 Adjustment to Reference Price for return of capital or special dividend

If the Issuer makes a pro rata return of capital to holders of Ordinary Shares without cancellation of any Ordinary Shares or pays a special dividend to holders of Ordinary Shares (being a dividend which is not an interim dividend or fi nal dividend), the Reference Price will be adjusted under the following formula:

$$ RP = RPo x \xrightarrow{P \cdot C} P $$

Where:

RP means the Reference Price applying immediately after the application of this formula;

• RPo means the Reference Price applying immediately before the application of this formula;
• P means the VWAP during the period from (and including) the fi rst Business Day after the announcement to ASX of the return of capital or special dividend up to and including the last Business Day of trading cum the return of capital or special dividend (or if there is no period of cum return of capital or special dividend trading, an amount reasonably determined by the Directors as representing the value of an Ordinary Share cum the return of capital or special dividend); and
• C means with respect to a return of capital or special dividend, the amount of the cash and/or the value (as reasonably determined by the Directors) of any other property distributed to holders of Ordinary Shares per Ordinary Share (or such lesser amount such that the difference between P and C is greater than zero).

8.6 Other adjustments to Reference Price

Where the Ordinary Shares are reconstructed, consolidated, divided or reclassifi ed into a lesser or greater number of securities, the Reference Price shall be adjusted by the Issuer as it reasonably considers appropriate (consistently with the way in which the number of Ordinary Shares the subject of an option over Ordinary Shares would have been adjusted under the ASX Listing Rules) and having fi rst obtained a letter from an organisation independent to the Issuer with expertise in Australian fi nancial market products which states that it considers the adjustment appropriate (consistently with the way in which the number of Ordinary Shares the subject of an option over Ordinary Shares would have been adjusted under the ASX Listing Rules).

8.7 Issuer's sole discretion regarding adjustments to Reference Price Despite the provisions of clauses 8.3 to 8.6, where:

• (a the effect of any of the adjustment provisions set out in clauses 8.3 to 8.6 is not, in the reasonable opinion of the Issuer, appropriate in any particular circumstances (including because more than one adjustment provision applies); or
• (b) any other event occurs in relation to the Issuer that may have a dilutive or concentrative effect on the value of the Ordinary Shares,

and, in the reasonable opinion of the Issuer, such occurrence would affect the relative values of Peet Notes and the Ordinary Shares, the Issuer may:

• (c) make such adjustment to the Reference Price as it reasonably considers appropriate or necessary to maintain that relativity, having fi rst obtained a letter from an organisation independent to the Issuer with expertise in Australian fi nancial market products which states that it considers the adjustment appropriate; or
• (d) extend an entitlement to the Holders to participate in such event based upon the number of Ordinary Shares to which those Holders would have been entitled if their Peet Notes had been Converted on a date nominated by the Issuer to maintain the relativity.

8.8 Deemed adjustment

Any adjustment of the Reference Price under this clause 8 will be taken to be binding on all Holders and these Terms will be construed accordingly. Any such adjustment will promptly be notifi ed to all Holders and the Trustee.

9. TRANSACTIONS

Subject to clause 11.1, the Issuer may enter into or vary any borrowing, other fi nancial accommodation, guarantee and indemnity and may acquire, dispose of, create any security interest over or otherwise deal with any assets without requiring any consents from Holders or the Trustee.

1. ENFORCEMENT 10.1 Events of Default

Each of the following is an Event of Default:

• (a) (Non-payment) the Issuer fails to pay any amount payable by it under any Peet Notes within ten Business Days after the date on which the payment is due;
• (b) (Non-delivery) the Issuer fails to issue Ordinary Shares on Conversion in accordance with these Terms within ten Business Days after the date on which such issue is to be made;
• (c) (Breach of other obligations) the Issuer fails to comply with any of its other material obligations under the Terms or the Trust Deed and such failure remains unremedied for a period of 30 Business Days after the Issuer has received written notice from the Trustee in respect of the failure;
• (d) (Cross Default) any Financial Indebtedness greater than A$5,000,000 (or its equivalent in any other currencies) of any member of the Issuer's Group becomes due and payable or can be made due and payable before its stated maturity due to the occurrence of a default event under that Financial Indebtedness (however described);
• (e) (Insolvency) an Insolvency Event occurs in respect of Peet;
• (f) (Vitiation) all or any rights or obligations of the Issuer, Holders or the Trustee under the Trust Deed or these Terms are terminated or are or become void, illegal, invalid, unenforceable or of limited force and effect; and
• (g) (Unlawfulness) it is, at any time unlawful for the Issuer to perform any of its payment obligations under the Peet Notes.

10.2 Consequences of Event of Default

After the occurrence of an Event of Default, and at any time while that Event of Default subsists, the Trustee may or, if so directed by a Special Resolution, must, subject to clause 10.6, by notice in writing to the Issuer, do any one or more of the following:

• (a) specify a date not earlier than one Business Day after the date it gives notice as the Realisation Date, whereupon the Repayment Amount of all Peet Notes shall become, immediately due and payable; and/or
• (b) subject to the Trust Deed and these Terms, exercise all or any of its powers to enforce its rights under the Trust Deed and these Terms.

10.3 Directions of Creditors

Following the Trustee becoming actually aware of the occurrence of an Event of Default, the Trustee must promptly convene a meeting of Holders in accordance with the Trust Deed at which it must seek directions from the Holders as to the action it should take in relation to that Event of Default.

10.4 No Obligation to Act

Subject to clause 10.3, pending the receipt of directions by a Special Resolution, the Trustee shall not be bound to take any action, give any consent or waiver, or make any determination under the Trust Deed or these Terms.

10.5 Waiver

The Trustee must not waive or authorise any Event of Default unless directed to do so by a Special Resolution.

10.6 Trustee not bound to enforce

The Trustee need not take any action referred to in clause 10.2 unless all the following conditions are satisfi ed:

• (a) the Trustee is directed to take the action by a Special Resolution; and
• (b) the Trustee is indemnifi ed, to its satisfaction, against all costs, charges, liabilities and expenses which may be incurred by it in connection with that action; and
• (c) the Trustee is not restricted or prohibited from taking such action by any order of any competent court or any applicable law.

If the Trustee forms the view that such action is or could be inconsistent with these Terms or the Corporations Act or is or could be otherwise objectionable, it must take steps to seek (and, if the court so determines, to obtain) as soon as reasonably practicable a court direction or order to set aside or vary the direction given by Special Resolution, and, while those steps are underway, the Trustee is not obliged to take any action or proceedings it has been directed to take by Special Resolution.

10.7 No individual enforcement

Unless the Trustee having become obliged to take action to enforce the rights of the Holders under the Trust Deed and these Terms fails to do so within 15 Business Days of being obliged to do so and such failure is continuing, the rights of each Holder to enforce the obligations of the Issuer under Peet Notes are limited to the exercise of its rights to enforce and seek due administration by the Trustee of the Trust Deed. In particular, unless the Trustee having become obliged to take action to enforce the rights of the Holders under the Trust Deed and these Terms fails to do so within 15 Business Days of being obliged to do so and such failure is continuing, no Holder may, with respect to payment of any amount due under the Peet Notes held by it:

• (a) sue the Issuer;
• (b) obtain judgment against the Issuer; or
• (c) apply for or seek to Wind Up the Issuer.

11. GENERAL

11.1 Issue of additional equity or debt securities

The Issuer may from time to time without the consent of Holders or the Trustee create and issue further Peet Notes, any class of share capital or other equity or debt securities and create, issue, secure or guarantee any indebtedness upon such terms, including as to return of contribution or repayment in a Winding Up, as the Issuer may think fi t (and including, for the avoidance of doubt, whether ranking ahead, behind or equally with the claims of Holders) but while Peet Notes are on issue may not issue further debt securities convertible into Ordinary Shares which would rank ahead of Peet Notes or which would rank equally with Peet Notes where the holders of those securities would have the benefi t of a Security Interest.

11.2 Further documents

The Issuer may require the Trustee to execute, on behalf of all Holders, such documents as the Issuer considers necessary or desirable for the purpose of giving effect to clause 11.1 (provided that the Trustee is indemnifi ed to its satisfaction, acting reasonably, against any cost, charge, expense or liability which it may incur as a result of doing so, and provided that the Trustee will only be required to execute such documents if the Holders give a direction to the Trustee by a Special Resolution passed in favour of such execution).

11.3 Voting rights

Holders may not attend or vote at meetings of members of the Issuer unless provided for by the ASX Listing Rules or the Corporations Act.

11.4 Quotation

The Issuer must use all reasonable endeavours and furnish all such documents, information and undertakings as may be reasonably necessary in order to procure and maintain quotation of Peet Notes and any Ordinary Shares issued or delivered on Conversion on ASX.

11.5 Ranking of Ordinary Shares

Each Ordinary Share issued or delivered on Conversion will, as from the Realisation Date, rank equally in all respects with Ordinary Shares, except that they will not be entitled to any dividend or any other distribution or entitlement that has not been paid as at the Realisation Date but for which the record date was prior to the Realisation Date.

11.6 Participation in new issues

Peet Notes confer no rights to subscribe for new securities in the Issuer, and Holders acknowledge and agree that the Issuer is free to issue further Peet Notes or other securities (and to buy back or otherwise acquire Peet Notes or other securities) without further reference to Holders.

11.7 Reporting requirements

• (a) In addition to any requirements of the Corporations Act and the ASX Listing Rules, each Holder (if requested by that Holder) will be provided with copies of all annual and half-yearly reports and fi nancial statements provided to holders of Ordinary Shares.
• (b) If requested by a Holder, the Holder is entitled to the annual and half-yearly reports and fi nancial statements at the same time as, or as soon as reasonably practicable after, these are sent to the holders of Ordinary Shares.

11.8 Delivery of Ordinary Shares and payments to Holders

(a) Ordinary Shares which are to be issued or transferred to a Holder upon Conversion of Peet Notes are to be registered in the name of the relevant Holder and a holding notice in respect of those Ordinary Shares is to be sent to the Holder (at its registered address in respect of the relevant Peet Note).

(b) Any amount (including for the avoidance of doubt any amount payable on Redemption of Peet Notes) which is payable to Holders in respect of Peet Notes is to be paid in the manner provided in clause 4.7.

12. NOTICES

12.1 Service of notices

(a) A notice may be given by the Issuer to any Holder, or in the case of joint Holders to the Holder whose name appears fi rst in the Register:

(i) personally;

• (ii) by leaving it at the Holder's address noted in the Register or by sending it by prepaid post (airmail if posted to a place outside Australia) addressed to the Holder's address noted in the Register;
• (iii) by facsimile transmission to the facsimile number nominated by the Holder;
• (iv) by publishing such notice in a national newspaper;
• (v) by the Issuer posting the notice on the Issuer's internet website; or
• (vi) by other electronic means, including by email, determined by the Issuer.
• If the notice is signed, the signature may be original or printed.
• (b) A notice given by a Holder to the Issuer must:
• (i) be in writing and signed by a person duly authorised by the sender; and
• (ii) be left at, or sent by prepaid post (airmail if posted from a place outside Australia) to the address below or the address last notifi ed by the Issuer, or sent by a facsimile transmission to the fax number below or the fax number last notifi ed by the Issuer:

The Issuer Peet Limited Level 7 200 St Georges Terrace Perth WA 6000

Attention: Company Secretary Fax No: (08) 9481 4712

12.2 When notice considered to be received Any notice is taken to be received:

• (a) if served personally or left at the intended recipient's address, when delivered;
• (b) if sent by prepaid post, on the second Business Day (or, if posted to or from a place outside Australia, the seventh day) after the date of posting;
• (c) if sent by facsimile or other electronic transmission, on production of a report by the machine or other system by which the transmission is sent indicating that the transmission has been made in its entirety to the correct fax number or other transmission address and without error;
• (d) if published in a national newspaper, on the date of such publication; and
• (e) if published on a website, on the day following the date on which such notice is posted by the Issuer on the website,

but if the result is that a Notice would be taken to be given or made on a day that is not a Business Day in the place to which the Notice is sent or is later than 5.00pm (local time) it will be taken to have been duly given or made at the commencement of business on the next Business Day in that place.

12.3 Notice to transferor binds transferee

Every person who, by operation of law, transfer or any other means, becomes entitled to be registered as the Holder of any Peet Notes is bound by every notice which, prior to the person's name and address being entered in the Register in respect of the Peet Notes, was properly given to the person from whom the person derived title to those Peet Notes.

12.4 Service on deceased Holders

A notice served in accordance with this clause 12 is (despite the fact that the Holder is then dead and whether or not the Issuer has notice of the Holder's death) considered to have been properly served in respect of any Peet Notes, whether held solely or jointly with other persons by the Holder, until some other person is registered in the Holder's place as the Holder or Joint Holder. The service is suffi cient service of the notice or document on the Holder's personal representative and any persons jointly interested with the Holder in the Peet Notes.

13. AMENDMENTS TO THESE TERMS

13.1 Amendment without consent

At any time, but subject to compliance with the Corporations Act and all other applicable laws, the Issuer may, in accordance with these Terms and the Trust Deed, without the consent of the Holders amend these Terms:

• (a) if the Issuer is of the opinion that such amendment is of a formal or technical nature or is made to correct a manifest error; or
• (b) if the Issuer is of the opinion that such amendment is:

(i) necessary to comply with the provisions of any law or regulation or any requirement of any Governmental Agency;

• (ii) necessary to comply with the applicable ASX Listing Rules or the listing or quotation requirements of any securities exchange on which the Issuer may propose to seek or retain a listing or quotation of the Peet Notes; or
• (iii) necessary or expedient for the purpose of enabling the Peet Notes to be offered for subscription or for sale under the laws for the time being in force in any place,

and the Issuer has provided to the Trustee an opinion addressed to the Trustee or otherwise able to be relied on by the Trustee from legal advisers of recognised standing in Western Australia that such amendment (taken as a whole and in conjunction with all other modifi cations, if any, to be made contemporaneously with that modifi cation) is otherwise not materially prejudicial to the interests of Holders as a whole.

13.2 Amendment with consent

In the case of an amendment to which clause 13.1 does not apply, at any time, but subject to compliance with the Corporations Act and all other applicable laws, the Issuer may, by agreement with the Trustee, amend these Terms if such amendment is approved by a Holder Resolution or in the case of any provision of these Terms or as required under any paragraph of the Meeting Provisions, in either case, providing for Holders to give a direction to the Trustee by Special Resolution, if a Special Resolution is passed in favour of such an amendment.

14. GOVERNING LAW AND JURISDICTION

14.1 Governing law

Peet Notes and these Terms are governed by the laws of Western Australia.

14.2 Jurisdiction

• (a) The Issuer and each Holder submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Western Australia in connection with matters concerning the Peet Notes or these Terms.
• (b) The Issuer and each Holder waives any right they have to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or to claim those courts do not have jurisdiction.

15. INTERPRETATION

15.1 Interpretation

Headings are for convenience only and do not affect interpretation. The following rules apply in the interpretation of these Terms unless the context requires otherwise.

• (a) Unless the context otherwise requires, if there is any inconsistency between the Terms and the Trust Deed, then, to the maximum extent permitted by law, the Terms will prevail.
• (b) Unless otherwise specifi ed, the Directors may exercise all powers of the Issuer under these Terms as are not, by the Corporations Act or by the constitution of the Issuer required to be exercised by the Issuer in a general meeting.

15. INTERPRETATION CONTINUED

15.1 Interpretation continued

• (c) Notices may be given by the Issuer to a Holder in the manner prescribed by the Trust Deed.
• (d) If a calculation is required under these Terms, unless the contrary intention is expressed, the calculation will be rounded to four decimal places. For the purposes of making any payment in respect of a Holder's aggregate holding of Peet Notes, any fraction of a cent will be disregarded. For the purposes of issuing or transferring Ordinary Shares in respect of a Holder's aggregate holding of Peet Notes, any fraction of an Ordinary Share will be disregarded.
• (e) Calculations, elections and determinations made by the Issuer under these Terms are binding on Holders in the absence of manifest error.
• (f) A reference to $ or cents in these Terms is a reference to Australian currency. A reference to time in these Terms is a reference to Perth time.
• (g) The terms 'associate', 'relevant interest', 'scheme of arrangement' and 'takeover bid' when used in these Terms have the meaning given in the Corporations Act.
• (h) A reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them.
• (i) If an event under these Terms must occur on a stipulated day which is not a Business Day, then the stipulated day will be taken to be the next Business Day.
• (j) If a term is given a defi ned meaning, different grammatical forms of the term have corresponding meanings.
• (k) The singular includes the plural and the converse.

15.2 DEFINITIONS

Terms defi ned in the Trust Deed have the same meanings in these Terms. In addition, the following expressions have the following meanings:

Accrued Interest	means, at any time, interest which has accrued under clauses 4.1 and 4.2(c).
ASX	means ASX Limited (ABN 98 008 624 691) or the stock market operated by ASX Limited, asthe context requires.
ASX Listing Rules	means the listing rules of ASX as amended or replaced from time to time, except to the extentof any express written waiver by ASX.
ASX Operating Rules	means the operating rules of ASX as amended or replaced from time to time, except to theextent of any express written waiver by ASX.
Business Day	means a day other than a Saturday or a Sunday on which trading banks are open for generalbanking business in Perth and ASX is conducting trading in Perth.
Change of Control Event	means each of:
	(a) a takeover bid is made to acquire all of the Ordinary Shares and the offer under thetakeover bid is, or becomes, unconditional and:
	(i) the bidder has acquired at any time during the offer period a relevant interest in morethan 50% of the Ordinary Shares on issue; or
	(ii) the directors of the Issuer unanimously recommend acceptance of the offer under thetakeover bid, and acceptance of that offer would result in the bidder having a relevantinterest in 100% of the Ordinary Shares on issue; and
	(b) a court approves a proposed scheme of arrangement which, when implemented, willresult in a person having a relevant interest in 100% of the Ordinary Shares on issue.

Change in Regulation Event means each of the following:

	(a) in the opinion of the Directors (having obtained an opinion from a reputable accountingadviser) there is more than an insubstantial risk that the Issuer will be exposed toadditional costs or the imposition of additional requirements which the Directorsdetermine at their sole discretion to be unacceptable, as a result of the occurrence of anyof the following on or after the Issue Date:
	(i) the introduction, enactment, amendment, change, repeal, replacement or revocationof an applicable standard or regulation affecting the accounting treatment of the PeetNotes; or
	(ii) any pronouncement, action or decision of a Governmental Agency or ASX interpretingor applying any law or regulation or the ASX Listing Rules; and
	(b) in the opinion of the Directors (having obtained an opinion from a reputable legal adviseror other tax adviser), there is more than an insubstantial risk that the Issuer would beexposed to more than a de minimis increase in its costs (including the loss or reductionof any tax deductions available to the Issuer in connection with the payment of interestunder Peet Notes) in relation to Peet Notes as a result of, but not limited to, increasedtaxes, duties or other governmental charges or civil liabilities as a result of the occurrenceof any of the following on or after the Issue Date:
	(i) any amendment to, clarifi cation of, or change (including any announcement prospectivechange), in the laws or treaties or any regulations of Australia or any political subdivisionor taxing authority of Australia affecting taxation;
	(ii) any judicial decision, offi cial administrative pronouncement, published or private ruling,regulatory procedure, notice or announcement (including any notice or announcementof intent to adopt such procedures or regulations) (Administrative Action); or
	(iii) any amendment to, clarifi cation of, or change in the pronouncement that provides for aposition with respect to an Administrative Action that differs from the current generallyaccepted position, in each case, by any legislative body, court, governmental authorityor regulatory body, irrespective of the manner in which such amendment, clarifi cation,change or Administrative Action is made known.
Claim	means, in respect of any person, any claim, action, demand, suit or proceeding for damages orother monetary compensation, debt, restitution, equitable compensation, account, injunction,specifi c performance or other remedy that person has or may have, whether under contract,statute or otherwise, against the Issuer.
Conversion	means a Holder ceasing to hold Peet Notes and receiving Ordinary Shares in accordance withclause 8.1. Convert and Converted have corresponding meanings.
Conversion Price	has the meaning given in clause 8.2.
Corporations Act	means the Corporations Act 2001 (Cth).
Creditor	means all creditors of the Issuer from time to time other than the Trustee and the Holders (intheir capacities as such).
Default Interest	has the meaning given in clause 4.2.

Delisting Event	means:
	(a) the Issuer ceases to be listed on ASX;
	(b) the Peet Notes are no longer quoted or ASX; or
	(c) Ordinary Shares are suspended from trading on ASX for a period of 20 consecutiveBusiness Days,
	in any case, other than as a result (directly or indirectly) of a Change of Control Event.
Director	means a director of the Issuer.
Event of Default	has the meaning given in clause 10.1.
Exit Notice	means a notice given by a Holder to the Issuer under clause 5.1 or 5.3.
Face Value	has the meaning given in clause 2.2(a).
Financial Indebtedness	means any indebtedness, present or future, actual or contingent in relation to moneyborrowed or raised or any other fi nancing.
Governmental Agency	means a government or a governmental, semi-government, administrative, fi scal or judicialbody, department, commission, authority, tribunal, agency or entity.
Holder	means a person whose name is for the time being registered in the Register as the holder ofPeet Notes.
Holder Resolution	has the meaning given to that term in the Trust Deed.
Insolvency Event	occurs in relation to a body corporate if:
	(a) it is (or states that it is) an insolvent under administration or insolvent (each as defi ned inthe Corporations Act); or
	(b) it has a Controller (as defi ned in the Corporations Act) appointed, or is in receivership,in receivership and management, in liquidation, in provisional liquidation, underadministration or wound up or has had a receiver appointed to any part of its property; or
	(c) it is subject to any arrangement, assignment, moratorium or composition, protectedfrom creditors under any statute, dissolved (in each case, other than to carry out areconstruction or amalgamation while solvent on terms approved by the creditors); or
	(d) an application or order has been made (and, in the case of an application, it is not stayed,withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or anyother action taken, in each case in connection with that person, which is preparatory to orcould result in any of (a), (b) or (c) above; or
	(e) it is taken (under section 459(F)(1) of the Corporations Act) to have failed to comply with astatutory demand; or
	(f) it is the subject of an event described in section 459(C)(2)(b) or section 585 of theCorporations Act (or it makes a statement from which a creditor reasonably deduces it isso subject); or
	(g) it is otherwise unable to pay its debts when they fall due; or
	(h) something having a substantially similar effect to (a) to (g) happens in connection with thatperson under the law of any jurisdiction.

Interest Payment Date	means, in respect of a Peet Note:
	(a) 16 December 2011 and subject to paragraph (b) below, each 16 June and 16 Decemberafter that up to and including the Maturity Date; and
	(b) the date on which the Peet Note is Converted or Repaid in which case that will be the lastInterest Payment Date in respect of that Peet Note,
	If any such date is not a Business Day, the next Business Day is the Interest Payment Date.
Interest Period	means in relation to a Peet Note:
	(a) the period from (and including) the Issue Date of that Peet Note to (but excluding) the fi rstInterest Payment Date to occur after that Issue Date; and
	(b) subsequently, each period from (and including) an Interest Payment Date to (but excluding)the earlier of the next Interest Payment Date and the Realisation Date.
Interest Rate	has the meaning given in clause 3.1.
Issue Date	means, in relation to a Peet Note, the date on which that Peet Note is issued or is to be issued(as the context requires). The Peet Notes are expected to be issued on 16 June 2011.
Issue Price	has the meaning given in clause 2.2(b).
Issuer	means Peet Limited (ABN 56 008 665 834).
Issuer's Group	means the Issuer and any company, trust or other entity the fi nancial results of which areconsolidated into the Issuer's consolidated fi nancial statements as required under Chapter 2Mof the Corporations Act.
Maturity Date	means the date that is the fi fth anniversary of the Issue Date.
Meeting Provision	has the meaning given to that term in the Trust Deed.
Ordinary Share	means an ordinary fully paid share in the capital of the Issuer.
Peet Notes	means cumulative, redeemable, unsecured, convertible notes issued by the Issuer under theTrust Deed and these Terms.
Realisation Date	means:
	(a) in relation to Peet Notes to be Converted or Repaid following the giving of an Exit Noticeor a Realisation Notice (as the case may be):
	(i) subject to paragraph (ii), in the case of an Exit Notice under clause 5.1 or 5.3, 5Business Days following the receipt of the relevant Exit Notice;
	(ii) in the case of an Exit Notice given under clause 5.3 in relation to a Change of ControlEvent that is a scheme of arrangement, the Realisation Date is the Business Day priorto the record date for the receipt of consideration under the scheme; or
	(iii) in the case of a Realisation Notice under clause 6.2, 25 Business Days after the date ofthat Realisation Notice;
	(b) in relation to Peet Notes to be Repaid on the Maturity Date, the Maturity Date; and
	(c) if the Trustee gives a notice under clause 10.2(a), the date specifi ed in that notice as theRealisation Date.
Realisation Notice	means a notice given by the Issuer to a Holder to Repay Peet Notes under clause 6.2.
Record Date	means, in relation to any payment to be made under or in respect of Peet Notes:
	(a) 7:00pm on the date which is 7 days before the due date for payment; or
	(b) if such date is not a Business Day, the preceding Business Day (Business Day in thiscontext is as defi ned under the ASX Listing Rules),

or such other date as may be required by ASX.

Reference Price	has the meaning given in clause 8.2(a).
Register	has the meaning given to that term in the Trust Deed.
Repayment	means the repayment of Peet Notes in accordance with clause 7. Repaid and Repay havecorresponding meanings.
Repayment Amount	means, in relation to a Peet Note, an amount equal to:
	(a) the Face Value; plus
	(b) any Accrued Interest; plus
	(c) any Default Interest accrued on any Accrued Interest under clause 4.2,
	in each case, accrued and unpaid as at the Realisation Date of that Peet Note.
Security Interest	means any mortgage, pledge, lien or charge or any security or preferential interest orarrangement of any kind and includes:
	(a) any right of or arrangement with any creditors to have a claim satisfi ed in priority to othercreditors with or from the proceeds of any asset; and
	(b) retention of title (other than in the ordinary course of day-to-day trading) and a deposit ofmoney by way of security.
Shareholder	means a holder of an Ordinary Share.
Special Resolution	has the meaning given to that term in the Trust Deed.
Tax Act	means:
	(a) the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997(Cth) as the case may be, as amended, and a reference to any section of the Income TaxAssessment Act 1936 (Cth) includes a reference to that section as rewritten in the IncomeTax Assessment Act 1997 (Cth); and
	(b) any other statute setting the rate of income tax payable and any regulation promulgatedthereunder.
Terms	means these terms of issue for Peet Notes.
Trust Deed	means the Note Trust Deed dated on or around 1 June 2011 between the Issuer andthe Trustee.
Trust	means the trust established under the Trust Deed.
Trustee	means the person from time to time acting as trustee of the trusts constituted by the TrustDeed in its capacity as such, initially being Australian Executor Trustees Limited ACN 007 869794 in its capacity as trustee of the Trust.
VWAP	means the average of the daily volume weighted average sale prices (rounded to the nearestfull cent) of Ordinary Shares sold on ASX for each Business Day during the relevant period butdoes not include any transaction defi ned in the ASX Operating Rules as "special crossings"or a "crossing" that takes place outside of "open session state" or trades pursuant to theexercise of options over Ordinary Shares.
Winding Up	means in respect of a person the appointment of a liquidator or provisional liquidator of thatperson (and where the appointment is made by a court, by a court of competent jurisdiction inAustralia) and Wind Up has a corresponding meaning.

SECTION 9: GLOSSARY

In this Prospectus, the following defi nitions apply unless the context requires otherwise.

$ or dollars	Australian dollars
Acquisition	Peet's proposed acquisition of a 50% interest in the 1,244 hectare lot Flagstone West property38km south west of Brisbane
Alkimos Fund	Peet Alkimos Pty Ltd
Applicant	a person who submits an Application
Application	an application made to acquire Peet Notes under this Prospectus
Application Form	the application form referred to in, and accompanied by a copy of, this Prospectus
Application Monies	the monies submitted by Applicants in respect of their Applications
ASIC	the Australian Securities & Investments Commission
ASX SettlementOperating Rules	the ASX Settlement Operating Rules issued by ASX Settlement Pty Ltd (ABN 49 008 504 532)
ASX	ASX Limited (ABN 98 008 624 691)
Board	the board of Directors
Broker	any ASX participating organisation
Broker Firm Applicant	a person who submits an Application under the Broker Firm Offer
Broker Firm Offer	the Offer of Peet Notes under this Prospectus to Australian residents of Brokers who havereceived a fi rm allocation of Peet Notes, as described in Section 1.3
Business Day	has the meaning given in the Listing Rules
Capital ManagementInitiative	Peet's capital management initiative described in Section 3.1
Closing Date	the date by which Applications must be lodged for the Offer, being 15 June 2011 for the BrokerFirm Offer, unless the Issuer and Underwriters agree to vary this date
Constitution	the constitution of the Issuer
Cornerstone Offer	an invitation to apply for Peet Notes under this Prospectus made to certain InstitutionalInvestors prior to the lodgement of this Prospectus as described in Section 1.4
Corporations Act	the Corporations Act 2001 (Cth)
Development Manager	Peet Development Management Pty Ltd (ACN 126 440 186) a wholly owned subsidiary ofPeet Limited
Directors	the directors of the Issuer
Flagstone Fund	Peet Flagstone City Pty Ltd
Group	the issuer and its Related Bodies Corporate
Group Member	a member of the Group
Holder	a registered holder of Peet Notes
Institutional Investor	an investor to whom offers or invitations in respect of securities can be made without the needfor a lodged prospectus (or other formality of any relevant jurisdiction, other than a formalitywhich the Issuer is willing to comply with), including in Australia persons to whom offersor invitations can be made without the need for a lodged prospectus under section 708(8)or section 708(11) of the Corporations Act, provided that such a person is not located in theUnited States and is not a US Person or acting for the account or benefi t of a US person

SECTION 9: GLOSSARY

Institutional and BrokerFirm Offer	the Institutional Offer and the Broker Firm Offer
Institutional Offer	the offer or invitation to Institutional Investors under this Prospectus to acquire Peet Notes,as described in section 1.3
Issuer or Peet orthe Company	Peet Limited (ABN 56 008 665 834)
Listing Rules	the offi cial listing rules of the ASX
Maturity Date	the Peet Notes maturity date, being the fi fth anniversary of the issue date of the Peet Notes
MTAA Flagstone	MTAA Superannuation Fund (Flagstone Creek and Spring Mountain Park) Property Pty Limited(ACN 082 445 663) as trustee for the MTAA Superannuation Fund (Flagstone Creek and SpringMountain Park) Property Trust
MTAA Super	Motor Trades Association of Australia Superannuation Fund
Note Trust Deed	the Note Trust Deed dated 1 June 2011 between the Issuer and the Trustee described insection 7.2 of this Prospectus
Offer	the offer under this Prospectus of Peet Notes, comprising the Institutional and Broker FirmOffer and the Cornerstone Offer
Ordinary Shares	fully paid ordinary shares in the capital of the Issuer
Owner	Peet Flagstone City Pty Limited
Peet Group	Peet and each of its Related Bodies Corporate
Peet No 130	Peet No 130 Pty Limited (ACN 126 674 422)
Peet Notes	the unsecured redeemable convertible notes offered by the Issuer under this Prospectus
Prospectus	this Prospectus dated 1 June 2011
Related Body Corporate	has the meaning given in Section 50 of the Corporations Act
Share Purchase Plan	the offer of new Ordinary Shares to Shareholders to raise $20 million, as described inSection 3.1(c)
Shareholder	a registered holder of Ordinary Shares
Successful Applicant	an Applicant who is allocated Peet Notes under the Offer
Syndicates	investment vehicles managed by Peet or a subsidiary which own englobo land which is beingor is intended to be developed into a residential estate or estates
Terms or Terms of Issue	the terms of issue of the Peet Notes as detailed in section 8
Timetable	the key dates for the Offer set out on page 2
Trustee	Australian Executor Trustees Limited (ABN 84 007 869 794)
Underwriters	Evans and Partners Proprietary Limited, National Australia Bank Limited and Merrill LynchInternational (Australia) Limited
US or United States	United States of America, its territories and provinces, any state of the United Statesof America and the District of Columbia
US Person	has the meaning given to it in Rule 902(k) under Regulation S of the US Securities Act
US Securities Act	United States Securities Act of 1933
VWAP	the arithmetic average of the daily volume weighted average prices, within the meaning of theASX operating rules

SECTION 10: CORPORATE DIRECTORY

DIRECTORS

A W Lennon Chairman B D Gore Managing Director and Chief Executive Offi cer S F Higgs Non Executive Director G W Sinclair Non Executive Director A J Lennon Executive Director

COMPANY SECRETARY D Scafetta

REGISTERED OFFICE

Level 7 200 St Georges Terrace Perth WA 6000 Telephone: +61 8 9420 1111 Facsimile: +61 8 9481 4712

UNDERWRITERS

Evans and Partners Proprietary Limited 32 Jolimont Terrace Melbourne VIC 3002 Telephone: +61 3 9631 9802 Facsimile: +61 3 8677 1732

National Australia Bank Limited

Level 25 255 George Street Sydney NSW 2000 Telephone: +61 2 9237 9518 Facsimile: 1300 652 354

Merrill Lynch International (Australia) Limited Level 38 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Telephone: +61 2 9225 6500 Facsimile: +61 2 9225 6591

AUSTRALIAN LEGAL ADVISER

Allens Arthur Robinson Deutsche Bank Place 126 Phillip Street Sydney NSW 2000 Telephone: +61 2 9230 4000 Facsimile: +61 2 9230 5333

TRUSTEE

Australian Executor Trustees Limited Level 22 207 Kent Street Sydney NSW 2000

Peet Limited

ACN 008 665 834 Level 7, 200 St Georges Terrace Perth WA 6000 Telephone (08) 9420 1111 | Facsimile (08) 9481 4712 www.peet.com.au