PEET LIMITED — Capital/Financing Update 2012

Dec 4, 2012

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Peet Limited

ABN

56 008 665 834

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of +securities issued orto be issued	Performance Rights
2	of +securities issuedNumberor to be issued (if known) ormaximum number which maybe issued	4,572,344
3	Principaltermsofthe+securities(eg,ifoptions,exercise price and expiry date;if partly paid +securities, theamount outstanding and duedatesforpayment;if+convertiblesecurities,theconversion price and dates forconversion)	Performance Rights issue price: $0.00Performance Rights exercise price: $0.00Grant date: 28 November 2012Vesting date: 30 June 2015Each Performance Right provides the relevantgrantee with the right to acquire one ordinaryshare following the vesting date, subject tospecified performance hurdles being met.The performance hurdles used to determineperformance are Funds under ManagementGrowth and EBITDA Growth, as detailed in theExplanatory Memorandum accompanying the2012 Notice of Annual General Meeting, a copyof which was lodged with ASX 26 October 2012.

+ See chapter 19 for defined terms.

4	Do the +securities rank equallyin all respects from the date ofallotment with an existing +classof quoted +securities?	N/A
	If the additional securities donot rank equally, please state:•the date from which they do•theextent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	Nil
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	GrantingofPerformanceRightstotheManaging Director and senior executives underthe Peet Limited Performance Rights Plan.In accordance with ASX Listing Rule 10.14,shareholder approval was received for the grantof Performance Rights to the Managing Directoron 28 November 2012.
6a	Is the entity an +eligible entitythathasobtainedsecurityholderapprovalunderrule7.1A?	No
	If Yes, complete sections 6b –6h in relation to the +securitiesthe subject of this Appendix 3B,and comply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	N/A
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	N/A
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	N/A

+ See chapter 19 for defined terms.

6e	Number of +securities issuedwith security holder approvalunderrule7.3,oranotherspecific security holder approval(specify date of meeting)	N/A
6f	Numberofsecuritiesissuedunder an exception in rule 7.2	N/A
6g	If securities issued under rule7.1A, was issue price at least75%of15dayVWAPascalculated under rule 7.1A.3?Include the issue date and bothvalues.Include the source ofthe VWAP calculation.	N/A
6h	If securities were issued underrule7.1Afornon-cashconsideration,statedateonwhich valuation of considerationwas released to ASX MarketAnnouncements	N/A
6i	Calculate the entity's remainingissue capacity under rule 7.1andrule7.1A–completeAnnexure 1 and release to ASXMarket Announcements	N/A
7	Dates of entering +securitiesinto uncertificated holdings ordespatch of certificates		Certificates dated 5 December 2012
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(includingthesecuritiesinsection 2 if applicable)	321,013,141500,000	Fully Paid Ordinary SharesUnsecured ConvertibleNotes

+ See chapter 19 for defined terms.

9	+classNumberandofall
	+securities not quoted on ASX
	(includingthesecuritiesin
	section 2 if applicable)

Number	+Class
1,200,000	Options
9,208,826	Performance Rights

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?	N/A
12	Is the issue renounceable ornon-renounceable?	N/A
13	Ratio in which the +securities willbe offered	N/A
14	+Class of +securities to which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A
16	Willholdingsondifferentregisters (or subregisters) beaggregatedforcalculatingentitlements?	N/A
17	Policy for deciding entitlementsin relation to fractions	N/A
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocuments	N/A
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	N/A

+ See chapter 19 for defined terms.

20	Names of any underwriters	N/A
21	Amount of any underwriting feeor commission	N/A
22	Names of any brokers to theissue	N/A
23	Fee or commission payable tothe broker to the issue	N/A
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of +security holders	N/A
25	If the issue is contingent on+security holders' approval, thedate of the meeting	N/A
26	Dateentitlementandacceptance form and prospectusor Product Disclosure Statementwill be sent to persons entitled	N/A
27	If the entity has issued options,andthetermsentitleoptionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do +security holders selltheir entitlements in full througha broker?	N/A
31	How do +security holders sellpart of their entitlements througha broker and accept for thebalance?	N/A

+ See chapter 19 for defined terms.

32	+securityHowdoholdersdisposeoftheirentitlements(exceptbysalethroughabroker)?	N/A
33	+Despatch date	N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• (a) Securities described in Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)
• 42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number	+Class

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ......................................................... Date: 5 December 2012 (Director/Company secretary)

Print name: Domenico Scafetta

== == == == ==

+ See chapter 19 for defined terms.