DATE OF REPLACEMENT OFFER SPECIFIC PROSPECTUS: 10 MAY 2016

This replacement Offer Specific Prospectus relates to the offer of "Peet Bonds" or "Bonds", simple corporate bonds by Peet Limited (the "Offer"), under the Base Prospectus dated 2 May 2016 ("Base Prospectus"). This replacement Offer Specific Prospectus must be read together with the Base Prospectus. The disclosure document for the Offer consists of this replacement Offer Specific Prospectus and the Base Prospectus dated 2 May 2016.

PEET BONDS

PART A: REPLACEMENT OFFER SPECIFIC PROSPECTUS FOR THE ISSUE OF PEET BONDS – SERIES 1, TRANCHE 1

ISSUER Peet Limited ABN 56 008 665 834

SOLE ARRANGER AND LEAD MANAGER National Australia Bank

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SECTION 1	WHAT YOU NEED TO KNOW	3
SECTION 2	KEY DATES AND OFFER DETAILS	7
SECTION 3	OFFER SPECIFIC INFORMATION YOU SHOULD CONSIDER	13
SECTION 4	HOW TO APPLY	23

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SECTION ONE WHAT YOU NEED TO KNOW

PART A – OFFER SPECIFIC PROSPECTUS 3

1. This replacement Offer Specific Prospectus is not a summary of the information contained in the Base

Prospectus. You must read the Base Prospectus together with this replacement Offer Specific Prospectus.

This replacement Offer Specific Prospectus is only relevant for this offer (the "Offer") of Peet Bonds – Series 1, Tranche 1 ("Bonds"). The disclosure document for each offer of Peet Bonds will consist of the Base Prospectus and an offer-specific prospectus for the relevant offer.
A Base Prospectus applies to this Offer.

1. This replacement Offer Specific Prospectus provides offer details, key dates and other relevant information for the Offer. The Base Prospectus provides additional information that is also critical to your investment decision. You should take all of the information in the Base Prospectus into consideration before making your decision in relation to the Offer.
1. You should read both the Base Prospectus and the Offer Specific Prospectus in full before making your decision in relation to the Offer.

To make an effective decision, you should read the Base Prospectus at the same time as you read this Offer Specific Prospectus, so that you can consider all of the information about this Offer.

7. About this replacement Offer Specific Prospectus

This replacement Offer Specific Prospectus relates to an offer by Peet Limited (ABN 56 008 665 834) ("Peet") to issue $100 million of Bonds, with the ability to raise more or less subject to a minimum issue amount of $50 million, on the terms set out in this replacement Offer Specific Prospectus and the Base Prospectus. This replacement Offer Specific Prospectus and the Base Prospectus are together referred to as the "Offer Documents".

This replacement Offer Specific Prospectus is dated 10 May 2016 and was lodged with the Australian Securities and Investments Commission ("ASIC") on that date. This replacement Offer Specific Prospectus replaces the Offer Specific Prospectus dated and lodged with ASIC on 2 May 2016 ("Original Offer Specific Prospectus"). References to Offer Specific Prospectus in this document are references to this replacement Offer Specific Prospectus. This Offer Specific Prospectus is only relevant to the Offer (i.e. the offer of the Bonds) and expires on the date which is 13 months after the date the document is lodged with ASIC. No Bonds will be issued on the basis of the Offer Documents after that date.

The Bonds are unsecured notes for the purposes of section 283BH of the Corporations Act.

1. The Offer Documents, including any information referred to or incorporated by reference therein, contain important information that you should read before making a decision to invest in Bonds. Information about Peet can be found in Section 3 ("About Peet") of the Base Prospectus and is also available at www.peetbonds.com.au
1. You should rely only on information in the Offer Documents. No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in the Offer Documents. Any information or representation not contained in the Offer Documents may not be relied upon as having been authorised by Peet or any other member of the Group in connection with the Offer.

The Offer Documents do not provide financial product or investment advice

The information contained in the Offer Documents does not constitute financial product or investment advice and has been prepared without taking into account your investment objectives, financial situation or particular needs (including financial and taxation issues). It is important that you read the Offer Documents in full before deciding whether to invest in any Bonds and consider the risks that could affect the performance of the Bonds.

The Offer Documents are only relevant for investors or potential investors in the Bonds and should not be used for any other purpose.

11. Obtaining the Offer Documents and Application Form

Paper copies of the Offer Documents, an Application Form and any documents incorporated by reference can be obtained free of charge by calling the Peet Bonds Information Line on 1300 783 261 (within Australia) or +61 3 9415 4232 (outside Australia) Monday to Friday 9.00 am to 5.00 pm, Melbourne time. Electronic copies may also be obtained from www.peetbonds.com.au during the Offer Period and from www.peet.com.au following the completion of the Offer.

12. Defined words and expressions

Some words and expressions used in this Offer Specific Prospectus have defined meanings. These words and expressions are capitalised and are defined in Section 6 ("Glossary") of the Base Prospectus.

ASIC GUIDANCE FOR CORPORATE BOND INVESTORS

To find out more about the pros and cons of investing in corporate bonds (such as the Bonds), visit ASIC's MoneySmart website: http://moneysmart.gov.au.

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SECTION TWO KEY DATES AND OFFER DETAILS

More information on bonds (such as the Bonds) and things you should consider before making an investment decision can be found on ASIC's MoneySmart website at http://moneysmart.gov.au

KEY DATES FOR THE OFFER

Reinvestment Record Date for determining Eligible Peet ConvertibleNotes holders for the Reinvestment Offer (7.00 pm Perth time)	Wednesday, 27 April 2016
Record Date for determining Eligible Shareholders, Eligible Employeesand Eligible Directors for the Peet Offer (7.00 pm Perth time)	Wednesday, 27 April 2016
Lodgement of original Offer Specific Prospectus with ASIC	Monday, 2 May 2016
Bookbuild to determine Interest Rate and Allocations to SyndicateBrokers and Institutional Investors	Monday, 9 May 2016
Opening Date for the Offer and lodgement of this replacement OfferSpecific Prospectus with ASIC	Tuesday, 10 May 2016
Closing Date for the Peet Offer and Reinvestment Offer(5.00 pm Perth time)	Friday, 27 May 2016
Closing Date for the Broker Firm Offer (5.00 pm Perth time)	Monday, 6 June 2016
Issue Date	Tuesday, 7 June 2016
Bonds commence trading on ASX on deferred settlement basis	Wednesday, 8 June 2016
Holding Statements despatched by the Registry	Wednesday, 8 June 2016
Bonds commence trading on ASX on normal settlement basis	Friday, 10 June 2016

KEY DATES FOR THE BONDS

First Interest Payment Date1 16 December 2016

Maturity Date 7 June 2021

Notes

1 Interest is scheduled to be paid semi-annually on the Interest Payment Dates, until the Maturity Date or any earlier Redemption Date. If any of these scheduled dates is not a Business Day, then the Interest Payment Date will be the next Business Day. The first Interest Payment Date will be 16 December 2016 and subsequent Interest Payment Dates will be 16 June and 16 December in each year to and including the Maturity Date (being 7 June 2021).

Dates may change

The key dates for the Offer are indicative only and subject to change without notice. Peet may, in consultation with the Lead Manager, vary the timetable, including to close the Peet Offer or the Broker Firm Offer early, extend one or both of them, or to withdraw one or both of them at any time prior to Issue. If any of the dates are changed, subsequent dates may also change. If you decide to invest in the Bonds, you are encouraged to lodge your Application as soon as possible after the Opening Date.

2.1 TERMS OF THE BONDS

The following terms ("Offer Specific Terms"), together with the terms set out in the Base Prospectus (as supplemented, amended, modified or replaced by the Offer Specific Terms) ("Base Terms"), are the terms and conditions of the Bonds, the subject of this Offer Specific Prospectus ("Terms"). Unless otherwise specified, capitalised expressions in the Offer Specific Terms have the meanings given in the Base Terms.

		Further information	Page
Issuer	Peet Limited (ABN 56 008 665 834)	Section 3 of this OfferSpecific Prospectus	13
		Base Prospectus(Section 3)	21
Peet Bonds – Series 1,Tranche 1	Interest paying, unsubordinated and unsecureddebt obligations, issued by Peet.	Base Terms
	Each Bond is issued on and subject to theprovisions of the Trust Deed and the Terms.
Offer size	$100 million, with the ability to raise more or less.
	The minimum Offer size is $50 million. If totalapplication monies received is less than $50million, then no Bonds will be issued under theOffer.
Face Value and Issue Price	$100 per Bond
Offer Structure	The Offer comprises:– Peet Offer– Broker Firm Offer– Institutional Offer– Reinvestment Offer	Section 4 of this OfferSpecific Prospectus	23
Minimum Application	50 Bonds for applicants under the InstitutionalOffer and Broker Firm Offer ($5,000).
	20 Bonds for applicants under the Peet Offer($2,000).
Term	5 years
Maturity Date	7 June 2021 (unless Redeemed early)
Guarantor Group	As at the date of this Offer Specific Prospectus,the Issuer expects to be able to meet its paymentobligations under the Bonds. Such paymentobligations have the benefit of a Guarantee givenby the Guarantor Group, being certain whollyowned Subsidiaries of the Issuer (being eachentity which provides a guarantee of any of theGroup's indebtedness owing under anysyndicated or other term loan arrangement(excluding any loan made by the Issuer to aGuarantor or a Guarantor to the Issuer)).The Issuer is required at all times to ensurethat the Guarantor Group does in fact includeeach such entity.	Base Terms (Clause 3.3),Base Prospectus (Section2.1.3 under the heading"Guarantee"), Trust Deed(Clause 1.6 and Schedule 4)
Interest Rate	Fixed Interest Rate of 7.50% per annum	Base Prospectus(Section 2.1.2)Base Terms (Clause 2.3)	9

		Further information	Page
Interest Payment Dates	The first Interest Payment Date will be16 December 2016 (which means that there willbe a long first Interest Period). Interest will bepaid semi-annually in arrear on the following datesin each year as well as on the Maturity Date, orany earlier Redemption Date:–16 June–16 DecemberIf any of these scheduled dates is not a Business
	Day, then the Interest Payment Date will be thenext Business Day. Interest will continue toaccrue until that date.
Business DayConvention	Following Business Day Convention	Base Prospectus(Section 6), Glossary	47
Day Count Fraction	Actual/365 (Fixed)	Base Prospectus(Section 6), Glossary	47
Early Redemption	Peet will only have the right (but not the obligation)to Redeem the Bonds prior to the Maturity Date:– following the occurrence of a Tax Event;– following the occurrence of a Change ofControl Event; or– when a Clean Up Condition subsists.	Base Prospectus(Section 2.1.3)Base Terms(Clauses 5.3, 5.4 and 5.5)Definition of "HolderResolution" in Section 6("Glossary") of the BaseProspectus	11
Early Redemption rightsof Holders	Holders of Bonds will only have the right torequire Redemption prior to the Maturity Datefollowing the occurrence of a Change of ControlEvent. To exercise this right, Holders would berequired to pass a Holder Resolution directingthe Trustee to require the Issuer to Redeem allof the Bonds.	Base Prospectus(Section 2.1.3)Base Terms (Clause 5.4)Definition of "HolderResolution" in Section 6("Glossary") of the BaseProspectus	1147
Negative pledge	A negative pledge will apply to the Bonds and it isdescribed in Section 2.1.4 of the Base Prospectusunder the heading "Negative pledge". For thepurposes of the definition of "Permitted SecurityInterest", the Peet Secured Gearing Ratio wouldnot be greater than 40%. The means, broadly,that Peet can incur secured debt in the form ofsyndicated and term loans and bonds subject tothis Peet Secured Gearing Ratio.	Base Prospectus(Section 2.1.4)Base Terms (Clause 4.1)	15
Limitation on debtincurrence covenant	A limitation on debt incurrence covenant willapply to the Bonds and it is described in Section2.1.4 of the Base Prospectus under the heading"Limitation on debt incurrence covenant". For thepurposes of the covenant, the Peet Gearing Ratiowould be no greater than 50%.	Base Prospectus(Section 2.1.4)Base Terms (Clause 4.2)	15
Ranking on winding up	A Holder's claim will rank equally with claims ofall other unsubordinated and unsecured creditors(other than any obligations preferred by mandatoryprovisions of applicable law, including employeeentitlements and secured creditors). A Holder'sclaim will rank ahead of all holders of subordinatedinstruments and common equity in the Issuer.	Base Prospectus(Section 2.1.5)Base Terms (Clause 3)	17

		Further information	Page
Events of Default	Events of Default are set out in the Base Termsand described in the Base Prospectus and includenon-payment of principal or interest, failure by theIssuer to comply with certain other obligations,cross-default, the insolvency of the Issuer,vitiation of rights or obligations under the TrustDeed or terms of the Bonds, the Guarantee isnot (or is claimed by a Guarantor not to be) in fullforce and effect or it becoming unlawful for theIssuer to perform any of its payment obligationsunder the Bonds. Holders should be aware thatthe insolvency Event of Default (set out in Clause6.1(d) of the Base Terms) only applies in respectof the insolvency of the Issuer (not the insolvencyof any other member of the Group).	Base Prospectus(Section 2.1.3)Base Terms (Clause 6)	13
Existing Security	As at the date of this Offer Specific Prospectus,existing financiers of the Issuer and the GuarantorGroup have the benefit of security granted by theIssuer and the Guarantor Group. Such securityhas been granted in respect of $160.6 million inbank loans. These financiers would, in the eventof a winding up of the Issuer, rank for paymentahead of Holders.
Fees and charges	No fees, charges, brokerage, commission orstamp duty is payable by you on your applicationfor the Bonds.You may be required to pay brokerage if you sellyour Bonds after the Bonds are quoted on ASX.
Fees and costsassociated with the Offer	The total expenses of the Offer (including feespayable to the Lead Manager, legal, accounting,tax, marketing, and administrative fees, as well asprinting, advertising and other expenses relatedto the Offer) are expected to be A$1.8 millionexclusive of GST. All of these expenses havebeen, or will be, borne by Peet out of theproceeds of the Offer.	Further detailsincorporated by reference(Section 3.7.4 of this OfferSpecific Prospectus)	20
Listing	Peet has applied for the quotation of the Bondson ASX.It is expected that the Bonds will be quoted underthe code "PPCHA".
Selling restrictions	Selling restrictions apply to the sale of Bonds incertain foreign jurisdictions.	Base Prospectus(Section 5.3)	43

If you have any questions about the Bonds or the Offer, you should seek advice from your financial adviser or other professional adviser. You can also call the Peet Bonds Information Line on 1300 783 261 (within Australia) or +61 3 9415 4232 (outside Australia) (Monday to Friday 9.00 am – 5.00 pm, Melbourne time) during the Offer Period. THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

SECTION THREE OFFER SPECIFIC INFORMATION YOU SHOULD CONSIDER

PART A – OFFER SPECIFIC PROSPECTUS 13

3.1 BUSINESS UPDATE

Peet's last update to the market coincided with the announcement of its results for the half-year ended 31 December 2015. The key highlights of the announcement included:

Operating profit 1 and statutory profit 2 after tax of $18.5 million, up 8% on 1H15
EBITDA3 of $40.3 million
EBITDA3 margin increased to 29%, compared to 25% in 1H15
Earnings per share of 3.8c
1,275 lots settled
Record 2,3184 contracts on hand as at 31 December 2015 with a value of $523 million
Gearing5 of 30.6%
Fully franked interim dividend of 1.75 cents per share, up 17% on 1H15

Notes

1. Operating profit is a non-IFRS measure that is determined to present the ongoing activities of the Peet Group in a way that reflects its operating performance. Operating profit includes the effects of non-cash movements in investments in associates and joint ventures. Operating profit excludes unrealised fair value gains/(losses) arising from the effect of revaluing assets and liabilities and adjustments for realised transactions outside the core ongoing business activities.
1. Statutory profit after tax means net profit measured in accordance with the Australian Accounting Standards, attributable to the owners of Peet.
1. Pre write-downs of $ nil and includes effects of non-cash movements in investments in associates and joint ventures.
1. Includes lot equivalents. Excludes Arena, Greenvale englobo sale.
1. Calculated as (total interest bearing liabilities (including land vendor liabilities) less cash)/(total assets adjusted for market value of inventory less cash, less intangible assets). Excludes syndicates consolidated under AASB 10.

You should refer to the Appendix 4D and consolidated financial statements for the half-year ended 31 December 2015 which were lodged with ASX on 25 February 2016 for further details of Peet's results for the period then ended.

3.2 USE OF PROCEEDS OF THE OFFER

The proceeds of the Offer will be used for refinancing the $50 million Peet Convertible Notes issued in 2011 and due to mature 16 June 2016 ("Peet Convertible Notes"). The proceeds will also be used to diversify Peet's debt capital structure to further strengthen the Peet Group's balance sheet and to support its growth objectives. The proceeds raised will also be used for ongoing corporate purposes, including paying for the costs of the Offer.

The table below outlines the above, assuming an issue of $100 million in Bonds (Peet has the ability to raise more or less, subject to a minimum issue amount of $50 million). The costs set out are estimates and exclusive of GST:

	$	$
Funds raised		100,000,000
Less costs of the Offer
Lead Arranger and Lead Manager fees	1,800,000
Legal	288,000
Accounting and tax	28,000
Registry costs	106,945
Other (including statutory costs, distribution costs, other)	27,000	2,249,945
Net proceeds of Offer		97,750,055
Less repayment of Peet Convertible Notes		50,000,000
Net proceeds of Offer following repayment of Peet Convertible Notesto further strengthen balance sheet and support growth objectives		47,750,055

The pro forma impacts of the issue of the Bonds and the subsequent repayment of the Peet Convertible Notes are outlined in the following sections of this Offer Specific Prospectus:

(i) Section 3.3 Effect of the Offer on Peet this sections includes the pro forma impacts on the Group's balance sheet as at 31 December 2015;
(ii) Section 3.4 Key financial ratios this section shows the pro forma impact on the Key Financial Ratios and other relevant financial ratios; and
(iii) Section 3.5 Details of ranking and other debt on issue this section shows the pro forma impact on the Group's debt maturity profile.

3.3 EFFECT OF THE OFFER ON PEET

3.3.1 HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The unaudited financial 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 the Group's half-year financial statements as at and for the half-year ended 31 December 2015, which have been reviewed by the Group's auditors.

The unaudited pro forma information comprises historical financial information and pro forma adjustments.

Set out below is a summary of Peet's historical consolidated balance sheet as at 31 December 2015, together with pro forma adjustments that assume the following were completed on 31 December 2015:

(i) $100 million Bond issue (pursuant to this Offer Specific Prospectus), which is classified as borrowings This results in 'Cash and cash equivalents' increasing by $100 million and non-current 'Borrowings' increasing by $100 million.
(ii) $2.3 million in transaction costs associated with the Bond issue Financial liabilities are recognised net of their transaction costs, in accordance with Australian Accounting Standard AASB 9. Accordingly, the payment of the transaction costs results in non-current 'Borrowings' and 'Cash and cash equivalents' each reducing by $1.8 million.
(iii) $50 million in Peet Convertible Notes, which are classified as 'Current borrowings' are repaid This results in 'Cash and cash equivalents' reducing by $50 million and 'Current borrowings' reducing by $50 million.

3.3.2 BALANCE SHEETS AS AT 31 DECEMBER 2015

	Per Appendix 4D31 December 2015$'000	Pro-formaadjustments (i), (ii) & (iii)$'000	Pro-formabalance sheet$'000
Current assets
Cash and cash equivalents	49,307	47,750	97,057
Receivables	64,923	–	64,923
Inventories	87,199	–	87,199
Total current assets	201,429	47,750	249,179
Non-current assets
Receivables	48,547	–	48,547
Inventories	511,698	–	511,698
Investments accounted for using the equity method	188,080	–	188,080
Property, plant and equipment	10,656	–	10,656
Intangible assets	2,301	–	2,301
Total non-current assets	761,282	–	761,282
TOTAL ASSETS	962,711	47,750	1,010,461
Current liabilities
Payables	66,388	–	66,388
Land vendor liabilities	43,000	–	43,000
Derivative financial instruments	746	–	746
Current tax liabilities	6,965	–	6,965
Borrowings	57,500	(50,000)	7,500
Provisions	10,658	–	10,658
Total current liabilities	185,257	(50,000)	135,257
Non-current liabilities
Land vendor liabilities	80,228	–	80,228
Borrowings	177,560	97,750	275,310
Derivative financial instruments	4,270	–	4,270
Deferred tax liabilities	27,086	–	27,086
Provisions	351	–	351
Total non-current liabilities	289,495	97,750	387,245
TOTAL LIABILITIES	474,752	47,750	522,502
NET ASSETS	487,959	–	487,959
Equity
Contributed equity	385,936	–	385,936
Reserves	10,705	–	10,705
Retained profits	86,267	–	86,267
Capital and reserves attributable to owners ofPeet Limited	482,908	–	482,908
Non-controlling interests	5,051	–	5,051
TOTAL EQUITY	487,959	–	487,959

3.4 KEY FINANCIAL RATIOS

SOURCE OF FINANCIAL INFORMATION

This section describes some of the key financial indicators which will assist investors in assessing the financial position and strength of the Group and the Peet Group. In addition to these key financial indicators, you should review the Group's financial statements contained in Peet's 2015 Annual Report and the Group's financial statements for the half-year ended 31 December 2015.

You must refer to Section 3.8.2 of the Base Prospectus which describes the Key Financial Ratios.

The table below sets out the prescribed Key Financial Ratios (Gearing Ratio, Interest Cover Ratio and Working Capital Ratio) which are calculated on the basis prescribed by the Corporations Act and Corporations Regulation 6D.2.06. The intended purpose of this requirement is to give an indication of the capacity of an issuer to meet its obligations to holders under the bonds.

The ratios are based on the Group's financial information for the years ended 30 June 2014 and 30 June 2015 and the half-year ended 31 December 2015 and for the pro forma half-year ended 31 December 2015 (assuming a raising of $100 million):

Prescribed Key Financial Ratios as at	30 June 14	30 June 15	31 Dec 15	31 Dec 15(pro forma)
Gearing Ratio (prescribed)	102%	81%	97%	107%
Interest Cover Ratio (prescribed)	2.8x	3.3x	3.4x	3.4x
Working Capital Ratio (prescribed)	1.81x	1.41x	1.09x	1.84x

Other relevant financial ratios

In overseeing the capital management aspect of its business, Peet focusses on other relevant financial ratios, which include the Peet Gearing Ratio and the Peet Interest Cover ratio.

In addition to an ongoing internal focus on these other relevant financial ratios, Peet has historically reported on these ratios to the market as part of its annual and half-yearly reporting.

The Peet Gearing Ratio is used in the limitation on debt incurrence covenant contained in Clause 4.2 of the Base Terms.

The other relevant financial ratios are based on the Peet Group's financial information for the years ended 30 June 2014 and 30 June 2015 and the half-year ended 31 December 2015 and for the pro forma half-year ended 31 December 2015 (assuming a raising of $100 million):

Other relevant financial ratios as at	30 June 14	30 June 15	31 Dec 15	31 Dec 15(pro forma)
Peet Gearing Ratio	30%	24%	31%	31%
Peet Interest Cover Ratio	2.8x	4.0x	4.4x	4.4x

The methods for calculating the "Other relevant financial ratios"

The method for calculating these "Other relevant financial ratios" and the reasons for their use by Peet are set out in Section 3.8.3 of the Base Prospectus.

3.5 DETAILS OF RANKING AND OTHER DEBT ON ISSUE

ILLUSTRATION OF RANKING UPON WINDING UP OF PEET

	Type of instrument	Existing debt obligations andequity	Amount drawn as at31 December 2015, adjustedfor the assumed amount to beraised under the Offer ($100m)
Higher ranking	Secured debt	Bank loans	$185.5m
	Unsubordinated unsecured debt	Peet Convertible Notes	$50.0m
		The Bonds	$100.0m
		Fixed rate loan	$0.2m
	Subordinated, unsecured debtand hybrid instruments	None	None
Lower ranking	Ordinary equity	Contributed equity, reserves,retained profits	$488.0m

The tables below set out the maturity profile of the Group's external debt facilities including capital markets debt as at 31 December 2015. It does not include any adjustment for the issue of the Bonds or the purchase or cancellation of any Peet Convertible Notes resulting from the offer to holders of Peet Convertible Notes to fund a subscription for Bonds with the proceeds of a sale of Peet Convertible Notes to Peet, which is described in Section 4.2 ("Reinvestment Offer").

The Peet Group's existing external debt facilities and their maturities are as follows as at 31 December 2015:

Facility	Amount drawn	Maturity
Bank facility	$160.6m	31 October 2017
Peet Convertible Notes due 2016	$50.0m	16 June 2016
Bank guarantees	$18.7m	31 October 2017
Performance bonds outstanding	$9.7m	31 December 2016

The existing debt obligations and their maturities for Peet syndicates, which form part of the Group as a result of Australian Accounting Standard AASB 10 (but which, where they have bank debt would have their own banking facilities, separate from the banking facilities of the Peet Group) are as follows as at 31 December 2015:

Facility	Amount drawn	Maturity
Multi-option facility 1	$20.1m	31 March 2018
Bank facility 2	$5.0m	31 March 2016

Includes bank guarantees. The facility limit of $22 million expires on 31 March 2018. The limit reduces to $19 million on 30 June 2016 and to $17 million on 31 January 2017.
Subsequent to 31 December 2015, maturity was extended to 31 May 2016. The Peet syndicate borrower is in discussions with the relevant lender to further extend the due date of this facility.

The issue of the Bonds and the redemption of the Peet Convertible Notes under the Reinvestment Offer will have the effect of lengthening the debt maturity profile of the Peet Group. The resulting debt maturity profile may reduce the Peet Group's exposure to refinancing risk in the coming years.

The Peet Group's existing external debt facilities and their maturities, assuming the issue of $100 million in Bonds and the redemption of the Peet Convertible Notes on a pro-forma basis as at 31 December 2015, are as follows:

Facility	Amount drawn	Maturity
Bank facility	$160.6m	31 October 2017
Bonds	$100.0m	7 June 2021
Bank guarantees	$18.7m	31 October 2017
Performance bonds outstanding	$9.7m	31 December 2016

The existing debt obligations and their maturities for Peet syndicates, which form part of the Group under Australian Accounting Standard AASB 10 (but which , where they have bank debt would have their own banking facilities, separate from the banking facilities of the Peet Group ) are not affected by the issue of the Bonds.

3.6 KEY RISKS UPDATE

An outline of some of the risks relating to the Bonds and the Peet Group's business is contained in Section 4 ("Risks") of the Base Prospectus. You should read the Base Prospectus in full before deciding whether to invest in the Bonds.

3.7 OTHER INFORMATION

3.7.1 NO MATERIAL BREACHES OF LOAN COVENANTS OR DEBT OBLIGATIONS

Peet has not materially breached any loan covenants or debt obligations in the two years prior to the date of this Offer Specific Prospectus.

3.7.2 BASE PROSPECTUS IS UP-TO-DATE

Other than the information contained in this Offer Specific Prospectus, all information in the Base Prospectus remains current as at the date of this Offer Specific Prospectus.

You must read the Base Prospectus in conjunction with this Offer Specific Prospectus.

3.7.3 PEET BOARD RENEWAL AND REFRESHMENT

As at the date of this report the Board comprised of five non-executive directors (including three independent directors) and one executive director.

Peet has appointed a Nomination Committee which currently comprises the full board.

The Nomination Committee's purpose is to assist the Peet Board in its oversight of:

identification and appointment of suitable candidates for appointment to the Board;
plans for succession of the Chairman of the Board and Chief Executive Officer and periodic evaluation of those plans;
appointment of a lead independent director who will act as the Deputy Chairman of the Board;
identification and appointment of suitable candidates to the role of Chairman of the Board; and
assessment of the performance of individual directors and the endorsement of retiring directors seeking re-election.

The three current independent Directors of Peet have been appointed to the Peet Board since 2012.

3.7.4 OTHER IMPORTANT INFORMATION

The following documents have been incorporated by reference and as such form part of the Offer Specific Prospectus.

The following materials are available from Peet's website www.peetbonds.com.au and a copy of each document can be obtained free of charge by calling the Peet Bonds Information Line on 1300 783 261 (within Australia) or +61 3 9415 4232 (outside Australia) Monday to Friday 9.00 am to 5.00 pm, Melbourne time during the application period of this Offer Specific Prospectus.

Trust Deed, which was filed with ASIC on 2 May 2016. The Bonds and the Guarantee will be constituted under the Trust Deed, which contains the agreement between the Issuer and the Trustee in relation to the Trustee's role, and the circumstances in which the Trustee can or must act in the interests of Holders;
Offer Specific Terms, which were filed with ASIC on 10 May 2016. The Terms consist of the Base Terms as supplemented, amended, modified or replaced by the Offer Specific Terms;
Consents to be named. This is a list of the consents from relevant parties that the Issuer can name them in this Offer Specific Prospectus, filed with ASIC on 2 May 2016; and
Summary of interests and benefits. This is a summary of the interests of certain persons involved in the Offer and the fees they are being paid, including the Directors and relevant advisers, which were filed with ASIC on 2 May 2016. Directors and employees of Peet and its Subsidiaries are permitted to participate in the Offer.

Under the law, Peet must immediately disclose any information which would have a material impact on the trading price of its securities. This information is publicly available through ASIC and ASX. You should consider this information when making an investment decision in relation to the Bonds.

It is important that you read the Base Prospectus and this Offer Specific Prospectus before you make any decision to invest in the Bonds.

3.7.5 TRUSTEE'S LIABILITY

The Trustee, being Australian Executor Trustees Limited:

(a) has not made any statement or purported to make any statement in the Offer Documents or any statement on which a statement in the Offer Documents is based, other than as specified below;
(b) 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 the Offer Documents, or any statements in, or omissions from the Offer Documents, other than the references to its name and the statement(s) and/or report(s) (if any) specified below and included in the Offer Documents with its written consent;

be named in the Offer Documents in the form and context in which it is named; and
the inclusion in the Offer Documents of the statement(s) and/or report(s) (if any) by that person in the form and context in which they appear in the Offer Documents;
(d) does not, nor does any related person, make any representation as to the truth and accuracy of the contents of the Offer Documents;
(e) has relied on Peet for the accuracy of the contents of the Offer Documents; and
(f) does not, nor does any related person, make any representation or warranty as to the performance of the Bonds or the payment of interest or the redemption of the Bonds.

The interest payments on the Bonds are obligations of Peet and the Guarantor Group and are not guaranteed by the Trustee or any of its directors, employees, officers, affiliates, agents, advisers, intermediaries, related body corporate or any other entity.

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

The Trustee is not responsible for monitoring Peet's compliance with the Trust Deed nor Peet's business.

3.7.6 TRUSTEE'S PRIVACY POLICY

The Trustee may collect your personal information for the primary purpose of providing trustee services to Peet and for ancillary purposes detailed in its privacy policy. The Trustee may disclose your personal information, such as your name and contact details, along with your account information to its related bodies corporate, Peet, professional advisors, the land titles office and/or as otherwise instructed by Peet. The Trustee is also permitted to collect and disclose your personal information when required or authorised to do so by law. The Trustee is not likely to disclose your personal information to overseas recipients. Your personal information will be used in accordance with the Trustee's privacy policy. The privacy policy contains information about how you may access or correct your personal information held by the Trustee and how you may complain about a breach of the Australian Privacy Principles. You may obtain a copy of the privacy policy at www.aetlimited.com.au/privacy

3.7.7 ACKNOWLEDGEMENTS

Each person who applies to participate in the Offer, or submits an Application Form will be deemed to have:

acknowledged having personally received a paper or electronic copy of the Base Prospectus and this Offer Specific Prospectus (and any supplementary or replacement document) accompanying the Application Form and having read them all in full;
acknowledged that the Applicant(s) understand the Terms and have had an opportunity to consider the suitability of an investment in the Bonds with their professional advisers;
agreed to be bound by the Terms;
declared that all details and statements in their Application Form are complete and accurate;
consented to the use and disclosure of the Applicant's(s') personal information as described in Section 5.2 of the Base Prospectus, and understood and agreed that the use and disclosure of the Applicant's(s') personal information applies to any personal information collected by Peet and any entity in the Peet Group in the course of the applicant's(s') relationship with Peet and any entity in the Peet Group;
declared that the Applicant(s), if a natural person, is/are over 18 years of age;
acknowledged that once Peet or the Registry receives an Application form it may not be withdrawn, except as allowed by law;
acknowledged that, in some circumstances, Peet may not pay any amount payable on Bonds;
applied for the number of Bonds at the Australian dollar amount shown on the Application Form;
agreed to being allocated the number of Bonds applied for (or a lower number allocated in a way described in this Offer Specific Prospectus), or no Bonds at all;
authorised Peet and the Lead Manager and their respective officers or agents, to do anything on the applicant's(s') behalf necessary for Bonds to be allocated to the applicant(s), including to act on instructions received by the Registry upon using the contact details in the Application Form;
acknowledged that the information contained in this Offer Specific Prospectus (or any supplementary or replacement document) is not investment advice or a recommendation that Bonds are suitable for the Applicant(s), given the Applicant's(s') investment objectives, financial situation or particular needs;
declared that the Applicant(s) is an Australian resident or otherwise a person to whom the offer of Bonds can be made, and Bonds issued, in accordance with Section 4.1 of this Offer Specific Prospectus;
acknowledged that Bonds have not been, and will not be, registered pursuant to the securities laws of any other jurisdiction outside Australia; and
acknowledged that investments (such as an investment in the Bonds) are subject to risk, including possible delays in repayment and loss of income and principal invested.

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SECTION FOUR HOW TO APPLY

PART A – OFFER SPECIFIC PROSPECTUS 23

4.1 APPLYING FOR THE BONDS

You may apply for the Bonds under one of the following Offer tranches:

Offer tranches	Who can Apply	When to Apply	How to Apply
Peet Offer	Eligible Shareholders, EligibleEmployees and EligibleDirectors, being thosepersons who:• (in the case of EligibleShareholders) areregistered as a holderof Ordinary Shares as at7.00 pm (Perth time) onWednesday, 27 April 2016;• (in the case of EligibleEmployees) are anemployee of Peet or itscontrolled entities as at7.00 pm (Perth time) onWednesday, 27 April 2016;• (in the case of EligibleDirectors) are a Director asat 7.00 pm (Perth time) onWednesday, 27 April 2016;• (in the case of EligibleShareholders) are shownon the register of holders ofOrdinary Shares as havingan address in Australia (oranother jurisdiction towhich Peet determines toextend the Peet Offer);• (in the case of EligibleEmployees and EligibleDirectors) are Australianresidents;• are not in the United Statesor a US person, acting asa nominee for, or for theaccount or benefit of, a USperson; and• who are not otherwiseprevented from receivingthe Peet Offer under thelaws of any jurisdiction asdetermined by Peet.	Applications will only beaccepted during the OfferPeriod, which is expectedto commence on Tuesday,10 May 2016. The ClosingDate for the Peet Offer is5.00 pm (Perth time) onFriday, 27 May 2016.Your online Applicationor paper Peet OfferApplication Form must becompleted and ApplicationMonies must be received bythe Registry by the ClosingDate for the Peet Offer.	You can apply online atwww.peetbonds.com.auInstructions on how tocomplete your Application areprovided online.You will be required to provideyour entitlement numberwhich gives you theentitlement to apply under thePeet Offer.Should you wish to apply bypaper Application, you canrequest a free paper copy ofthe Base Prospectus and thisOffer-Specific Prospectus anda Peet Offer Application Formor by contacting the PeetBonds Information Line on1300 783 261 (withinAustralia) or +61 3 9415 4232(International) Monday toFriday 9.00 am to 5.00 pm(Melbourne time). In the caseof Eligible Shareholders, youwill be required to provideyour SecurityholderReference Number (SRN) orHolder Identification Number(HIN). Instructions on how tocomplete the ApplicationForm are set out on the form.When applying via a paperApplication Form you may payfor the Bonds using cheque(s)and/or money order(s). Yourcompleted Peet OfferApplication Form andApplication Monies must bereceived by the Registry bythe Closing Date for the PeetOffer which is 5.00 pm (Perthtime) on Friday, 27 May 2016.
Institutional Offer	Institutional Investors – that isan investor who was invitedby the Lead Manager to bidfor the Bonds, who is not aBroker Firm Offer Applicant.	Institutional Investors shouldcontact the Lead Manager forinstructions on participating inthe Bookbuild.	Applications and settlementproceduresfor Institutional Investors willbe advised by theLead Manager.

Offer tranches	Who can Apply	When to Apply	How to Apply
Broker Firm Offer	Australian resident retailclients of a Syndicate Brokerinvited by the SyndicateBroker to participate throughthe Broker Firm Offer.	Applications will only beaccepted during the OfferPeriod, which is expectedto commence on Tuesday,10 May 2016.The Closing Date for theBroker Firm Offer is 5.00 pm(Perth time) on Monday,6 June 2016.Your completed Broker FirmOffer Application Form andApplication Monies must bereceived by your SyndicateBroker in accordance witharrangements made betweenyou and your SyndicateBroker.	You must contact yourSyndicate Broker forinstructions about how tocomplete your Application.You must not return yourApplication to the Registryor Peet.
Reinvestment Offer	Eligible Peet ConvertibleNotes holders.Refer to Section 4.2 of thisOffer Specific Prospectus forfurther information.	Completed ReinvestmentOffer Application Forms mustbe received by the Registryby the Closing Date for theReinvestment Offer, which isexpected to be 5.00 pm(Perth time) on Friday, 27 May2016 (in either hard copy oronline)If you are a client of aSyndicate Broker, you shouldcontact your Syndicate Brokerfor information aboutparticipating in theReinvestment Offer.	You can apply online atwww.peetbonds.com.auInstructions on how tocomplete your Applicationare provided online.Should you wish to apply bypaper Application, you canrequest a free paper copy ofthis Prospectus and aReinvestment OfferApplication Form bycontacting the Peet BondsInformation Line on1300 783 261 (withinAustralia) or +61 3 9415 4232(International) Monday toFriday 9.00 am to 5.00 pm(Melbourne time) during theOffer Period.Your completed ReinvestmentOffer Application Form mustbe received by the Registryby the Closing Date for theReinvestment Offer which is5.00 pm (Perth time) onFriday, 27 May 2016.

4.2 PEET CONVERTIBLE NOTES REINVESTMENT OFFER

The Peet Convertible Notes are unsecured convertible notes which were issued by Peet in 2011. The Peet Convertible Notes trade on ASX under the code 'PPCG'.

(a) Eligibility to participate in the Reinvestment Offer

The following holders of the Peet Convertible Notes are eligible to participate in the Reinvestment Offer ("Eligible Peet Convertible Notes holders"):

registered holders of the Peet Convertible Notes trading on ASX at 7.00 pm (Perth time) on Wednesday, 27 April 2016 (the "Reinvestment Record Date");
holders who are shown on the register of holders of Peet Convertible Notes as having an address in Australia (or another jurisdiction to which Peet determines to extend the Reinvestment Offer); and
holders who are not in the United States or a US person, acting as a nominee for, or for the account or benefit of, a US person, and who are not otherwise prevented from receiving the Offer under the laws of any jurisdiction as determined by Peet.

(b) What is the Reinvestment Offer?

The Reinvestment Offer is an option available to Eligible Peet Convertible Notes holders to apply for Bonds and fund their subscription for Bonds by selling to Peet some or all of their Peet Convertible Notes.

Peet Convertible Notes which are not sold to Peet under the Reinvestment Offer will be redeemed for cash on 16 June 2016 (the scheduled maturity date of the Peet Convertible Notes) at which time holders of Peet Convertible Notes who do not participate in the Reinvestment Offer will receive the face value plus any accrued and unpaid interest to that date for each Peet Convertible Note held.

The Reinvestment Offer is not a rollover into a similar investment. The Peet Convertible Notes and the Bonds have different benefits and risks, which must be evaluated independently. The key differences include the following:

The current coupon on the Peet Convertible Notes is 9.5 per cent. As a consequence of the change in market conditions since 2011 when the Peet Convertible Notes were issued, the coupon for the Bonds of 7.50 per cent is less than the coupon on the Peet Convertible Notes.
The Peet Convertible Notes are convertible into ordinary shares of the Issuer in the circumstances described in their terms. The Bonds are not convertible.
The Maturity Date for the Bonds is 7 June 2021. The maturity date for the Peet Convertible Notes is 16 June 2016.
The Bonds have additional redemption events and contain covenants.

Refer to Section 4.2(f) below for further consideration of the differences between the Peet Convertible Notes and the Bonds.

Eligible Peet Convertible Notes holders who elect to participate in the Reinvestment Offer will sell their Peet Convertible Notes to Peet for $100 plus the "Accrued Interest Amount" per Peet Convertible Note sold to Peet.

The "Accrued Interest Amount" is an amount per Peet Convertible Note payable to each Eligible 2011 Note holder who elects to participate in the Reinvestment Offer in compensation for the interest the holder would have received for the 174 day period from (and including) 16 December 2015 to (but excluding) the Issue Date for the Bonds (being 7 June 2016) (the "Stub Period"). The Accrued Interest Amount will be calculated on the Peet Convertible Notes current coupon of 9.5 per cent per annum for the Stub Period. Assuming the Issue Date is 7 June 2016 and based on an interest rate applicable to the Stub Period of 9.5 per cent per annum, the Accrued Interest Amount would be $4.5288 per Peet Convertible Note.

$100 of the proceeds of the sale of a Peet Convertible Note to Peet will be applied to fund the subscription for a Bond and the participating Eligible Peet Convertible Notes holder will receive an amount per Peet Convertible Note sold equal to the sum of the Accrued Interest Amount.

(c) Options available to Eligible Peet Convertible Notes holders

Option	Action Eligible Peet Convertible Notes holders may take to implement theirpreferred option
Option 1 – Apply under theReinvestment Offer to sell	If you are an Eligible Peet Convertible Notes holder, you may sell all of the Peet ConvertibleNotes you held on the Reinvestment Record Date to Peet to fund your subscription for Bonds.
all of your Peet ConvertibleNotes to fund yoursubscription for Bonds	To choose this option, you must select 'Option A – Full Reinvestment' on your personalisedpaper or online Reinvestment Form.
	If you hold a greater or lesser number of Peet Convertible Notes than shown on thepersonalised Reinvestment Form, and you select the full reinvestment option, you will betaken to have applied for the sale to Peet of the lower of the number of Peet ConvertibleNotes specified on your personalised Reinvestment Form and the number of PeetConvertible Notes registered in your name on the Closing Date of the Reinvestment Offer,expected to be 5.00pm (Perth time) Friday, 27 May 2016.
Option 2 – Apply under theReinvestment Offer to sellonly some of your Peet	If you are an Eligible Peet Convertible Notes holder, you may choose to sell only some ofthe Peet Convertible Notes you held on the Reinvestment Record Date to Peet to fund yoursubscription for Bonds.
Convertible Notes to fundyour subscription for Bonds	To choose this option, you must select 'Option B – Partial Reinvestment' and specify thenumber of Peet Convertible Notes to be sold to Peet on your personalised paper or onlineReinvestment Form.
	If you own 50 Peet Convertible Notes or fewer, you must apply to sell all of your PeetConvertible Notes to Peet to participate in the Reinvestment Offer. If you own more than50 Peet Convertible Notes, you must apply to sell a minimum of 50 Peet Convertible Notesto Peet to participate in the Reinvestment Offer.
	If you hold a lesser number of Peet Convertible Notes than you elect to sell to Peet on yourpersonalised Reinvestment Form, you will be taken to have applied for the sale of the lowerof the number of Peet Convertible Notes you held on the Reinvestment Record Date andthe number of Peet Convertible Notes registered in your name on the Closing Date of theReinvestment Offer, expected to be 5.00pm (Perth time) Friday, 27 May 2016.
Option 3 – Sell your PeetConvertible Notes on market	You may choose to sell or dispose of your Peet Convertible Notes on market (in which case,you may have to pay brokerage) at the prevailing market price, which may be higher orlower than the price you would receive if you were to sell all your Peet Convertible Notes toPeet through the Reinvestment Offer and use the proceeds as you determine. To choosethis option, you should contact your broker.
	If you sell your Peet Convertible Notes on market and use the proceeds to apply for Bonds,you will need to apply under the Peet Offer or Broker Firm Offer and there is a risk you maynot receive the level of allocation you may have through participation in the ReinvestmentOffer.
	The market price of Peet Convertible Notes is subject to change from time to time. As atthe close of trading on 29 April 2016, the market price per Peet Convertible Note was $103.Up-to-date information about the market price of Peet Convertible Notes can be obtainedfrom asx.com.au (ASX code 'PPCG').
	If you sell your Peet Convertible Notes on market you may have to pay brokerage and yourability to sell and the price at which you sell your Peet Convertible Notes depends on theliquidity of the market and the trading price at that time.
Option 4 – take no action	You are not required to participate in the Reinvestment Offer, or to sell your PeetConvertible Notes on market and as such, you are not required to take any action.

(d) Eligible Peet Convertible Notes holders who are also clients of Syndicate Brokers

Eligible Peet Convertible Notes holders who are either an Australian resident retail or a high-net-worth client of a Syndicate Broker may apply for Bonds through the Reinvestment Offer or under the Broker Firm Offer. You should contact your Syndicate Broker for instructions on how to apply under the Broker Firm Offer.

(e) Ineligible holders of Peet Convertible Notes

If you are a holder of the Peet Convertible Notes with a registered address outside Australia on the Reinvestment Record Date (or you otherwise do not fulfil the requirements set out in Section 4.2(a) above), then you are ineligible to participate in the Reinvestment Offer. In these circumstances, you are limited to Options 3 or 4 in the table in Section 4.2(c) above.

(f) Comparison between Peet Convertible Notes and Bonds

There are a number of key differences between Peet Convertible Notes and Bonds. A comparison of the key features of Peet Convertible Notes and Bonds is set out in summary form below. This comparison is not exhaustive. You should seek your own independent advice for an exhaustive comparison.

Feature	Peet Convertible Notes	Bonds
Issuer	Peet Limited	Peet Limited
Guarantor	None	Yes (refer to the Guarantor Groupoutlined in Section 2.1 of this OfferSpecific Prospectus)
Legal form	Convertible debt obligations	Unsecured debt obligations
Issue Price/Face Value	$100 per Peet Convertible Note	$100 per Peet Bond
Term	5 years	5 years
Issuer early redemption	Yes, for regulatory reasons (includingtaxation reasons), on a change ofcontrol, event of default or if 10 per centor less remain on issue	Yes, for taxation reasons, on a changeof control or if less than 10 per centremain on issue
Conversion rights	Yes – convertible to Ordinary Shares incertain circumstances	No
Coupon	9.50 per cent	7.50 per cent
Interest rate	Fixed	Fixed
Interest payments	Mandatory, not deferrable	Mandatory, not deferrable
Payment frequency	Semi-annually	Semi-annually
Transferable	Yes – quoted on ASX	Yes – to be quoted on ASX
Negative pledge	No	Yes – refer to Clause 4.1 of the BaseTerms and Section 2.1 above underthe heading "Negative pledge"
Limitation on debt incurrence	No	Yes – refer to Clause 4.2 of the BaseTerms and Section 2.1 above underthe heading "Limitation on debtincurrence covenant"
Holder early redemption rights	Yes – If a change of control event ordelisting event or event of defaultoccurs. A holder may also requestconversion of Peet Notes for PeetOrdinary Shares	Only if a change of control eventoccurs (and provided that a HolderResolution is passed in favour ofrequiring redemption)

(g) Risks associated with participating in the Reinvestment Offer

Once you apply to participate in the Reinvestment Offer, you will not be able to sell your Peet Convertible Notes on market. If you apply to participate in the Reinvestment Offer, it is your responsibility to ensure that you do not sell or dispose of any of those Peet Convertible Notes in respect of which you have applied to participate, other than as part of the Reinvestment Offer.

If you apply to participate in the Reinvestment Offer you are taken to agree to a holding lock being placed on the Peet Convertible Notes you have elected to sell, pending completion of the Reinvestment Offer—but it is your obligation to ensure that you do not transfer those Peet Convertible Notes. If you do, the number of Bonds you may be allocated will be reduced to the extent the required number of Peet Convertible Notes are not available on the Closing Date of the Reinvestment Offer.

Once you have submitted an Application Form under the Reinvestment Offer, you will not be able to successfully deal with those Peet Convertible Notes unless the holding lock which will be placed on those Peet Convertible Notes is released (which will only occur if the Offer does not proceed).

If you elect to participate in the Reinvestment Offer but the Offer (including the Reinvestment Offer) does not proceed, those Peet Convertible Notes that you elected to sell to Peet to fund a subscription for Bonds will be released from the holding lock as soon as practicable.

Once released, you can sell your Peet Convertible Notes on ASX at the prevailing market price subject to the liquidity of that market. Any application payment in respect of additional Bonds will be refunded to you. Peet Convertible Notes not sold to Peet under the Reinvestment Offer (and not sold on the ASX) will remain outstanding until redeemed by Peet on 16 June 2016.

(h) Brokerage and stamp duty

No brokerage or stamp duty is payable on the sale of your Peet Convertible Notes to Peet under the Reinvestment Offer or your application for Bonds.

Peet Convertible Notes holders who choose to sell their Peet Convertible Notes on market may be required to pay any applicable brokerage.

(i) Taxation implications of options available to Eligible Peet Convertible Notes holders

Taxation implications may arise as a result of Peet Convertible Notes holders electing to participate in the Reinvestment Offer to apply for Bonds and fund their subscription for Bonds by selling to Peet some or all of their Peet Convertible Notes. The potential taxation implications associated for each Option available to Peet Convertible Note holders, as outlined in subsection 4.2(c) of this Offer Specific Prospectus are detailed below.

Option	Taxation implications relevant to the preferred option
Option 1 – Apply under theReinvestment Offer to sellall of your Peet ConvertibleNotes to fund yoursubscription for Bonds	The Peet Convertible Notes held by Australian resident individuals should be subject to therules applicable to "traditional securities" for the purposes of the Australian Tax Act. Anygain made on the sale of the Peet Convertible Notes (where the amount received on saleexceeds the cost of subscription for, or purchasing, the Peet Convertible Notes), would beincluded in the assessable income of the Australian resident holder, usually in the year ofincome in which the holder becomes entitled to receive the proceeds of sale.
	Under the Reinvestment Offer, Peet Convertible Note holders will sell their ConvertibleNote for $100 plus the "Accrued Interest Amount" as outlined in subsection 4.2(b) of thisOffer Specific Prospectus.
	As the gain would be included in the assessable income of the Australian resident holder,the gain would not be subject to the capital gains tax provisions and the capital gains taxdiscount would not apply, even if the Peet Notes were held for more than 12 months.
Option 2 – Apply under theReinvestment Offer to sellonly some of your PeetConvertible Notes to fundyour subscription for Bonds	The Peet Convertible Notes held by Australian resident individuals should be subject to therules applicable to "traditional securities" for the purposes of the Australian Tax Act. Anygain made on the sale of the Peet Convertible Notes (where the amount received on saleexceeds the cost of subscription for, or purchasing, the Peet Convertible Notes), would beincluded in the assessable income of the Australian resident holder, usually in the year ofincome in which the holder becomes entitled to receive the proceeds of sale.
	Under the Reinvestment Offer, Peet Convertible Note holders will sell their Convertiblenote for $100 plus the "Accrued Interest Amount" as outlined in subsection 4.2(b) of thisOffer Specific Prospectus.
	As the gain would be included in the assessable income of the Australian resident holder, thegain would not be subject to the capital gains tax provisions and the capital gains tax discountwould not apply, even if the Peet Convertible Notes were held for more than 12 months.
Option 3 – Sell your PeetConvertible Notes on market	The Peet Convertible Notes held by Australian resident individuals should be subject to therules applicable to "traditional securities" for the purposes of the Australian Tax Act. Anygain made on the sale of the Peet Convertible Notes (where the amount received on saleexceeds the cost of subscription for, or purchasing, the Peet Convertible Notes), would beincluded in the assessable income of the Australian resident holder, usually in the year ofincome in which the holder becomes entitled to receive the proceeds of sale.
	As the gain would be included in the assessable income of the Australian resident holder, thegain would not be subject to the capital gains tax provisions and the capital gains tax discountwould not apply, even if the Peet Convertible Notes were held for more than 12 months.
	Any loss made by an Australian resident individual holder from the sale of the PeetConvertible Notes (where the amount received on sale is less than the cost of subscribingfor or purchasing the Peet Convertible Notes), would be an allowable deduction, usually inthe year in which the sale occurs. The capital gains tax provisions would not apply inrelation to the loss incurred in those circumstances.
Option 4 – Take no action	As outlined in subsection 4.2(b) of this Offer Specific Prospectus, Peet Convertible Noteholders who do not participate in the Reinvestment Offer will redeem their Peet ConvertibleNotes for cash on 16 June 2016.
	The Peet Convertible Notes held by Australian resident individuals should be subject to therules applicable to "traditional securities" for the purposes of the Australian Tax Act. Anygain made on the redemption of the Peet Convertible Notes (where the amount receivedon redemption exceeds the cost of subscription for, or purchasing, the Peet ConvertibleNotes), 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 proceedsof the redemption.
	As the gain would be included in the assessable income of the Australian resident holder,the gain would not be subject to the capital gains tax provisions and the capital gains taxdiscount would not apply, even if the Peet Notes were held for more than 12 months.

4.3 MINIMUM APPLICATION

The amount you have to pay for each Peet Bond is $100. The minimum application size is 50 Bonds ($5,000) for Applicants under the Institutional Offer and Broker Firm Offer. The minimum application for Applicants under the Peet Offer is 20 Bonds.

4.4 NO BROKERAGE OR STAMP DUTY

You do not have to pay brokerage or stamp duty on your Application for Bonds. However, you may have to pay brokerage (and applicable GST) on any subsequent purchases or sales of Bonds on the ASX.

4.5 EXPOSURE PERIOD

The Corporations Act prohibits Peet from processing Applications to subscribe for Bonds under the Offer Documents in the seven day period after the lodgement date of this Offer Specific Prospectus ("Exposure Period"). This period may be extended by ASIC by up to a further seven days.

This period is to enable this Offer Specific Prospectus (and the Base Prospectus) to be examined by market participants prior to the raising of funds. Applications received during the Exposure Period will not be processed until after the expiry of that period. No preference will be conferred on Applications received during the Exposure Period.

4.6 ALLOCATION POLICY AND REFUNDS

Bookbuild

The Bookbuild is a process that will be conducted by the Lead Manager before the Opening Date.

In this process, the Bookbuild participants are invited to lodge bids for Bonds. On the basis of those bids, Peet, in consultation with the Lead Manager, will determine the Interest Rate and the firm allocations to Bookbuild participants, being Syndicate Brokers and certain Institutional Investors.

Peet may change the size of the Offer following the close of the Bookbuild.

Peet Offer

If possible, having regard to the total level of Applications under the Offer, Peet will endeavour to provide Applicants under the Peet Offer with an Allocation of Bonds. However, Peet does not guarantee any minimum Allocation under the Peet Offer and the extent of any Allocation will ultimately depend on the total level of Applications under the Offer.

Peet has the absolute discretion to determine the method and extent of the Allocation to Applicants under the Peet Offer.

In particular, Peet, in consultation with the Lead Manager, reserves the right (at its discretion) to:

allocate to any Eligible Shareholder, Eligible Employee or Eligible Director all Bonds for which they have applied; or
allocate to any Eligible Shareholder, Eligible Employee or Eligible Director a lesser number of Bonds for which they have applied, or none at all.

Broker Firm Offer

If you have applied under the Broker Firm Offer, your Syndicate Broker is responsible for determining your Allocation from their Broker Firm Allocation. Peet takes no responsibility for any allocation, scale-back or rejection that is decided by your Syndicate Broker.

Institutional Offer

Allocations to Institutional Investors will be determined by Peet in consultation with the Lead Manager following the Bookbuild.

4.6 ALLOCATION POLICY AND REFUNDS (CONTINUED)

Reinvestment Offer

Applications under the Reinvestment Offer will be treated with priority over Applications under the Peet Offer. However, Peet does not guarantee any minimum Allocation under the Reinvestment Offer and the extent of any Allocation will ultimately depend on the total level of Applications under the Offer. Peet has the absolute discretion to determine the method and extent of the Allocation to Applicants under the Reinvestment Offer.

Refunds

Until the Bonds are Issued, Peet will hold the Application Monies in a trust account. The account will be established and kept solely for the purpose of depositing Application Monies and dealing with those funds.

If you are not Allocated any Bonds or less than the number of Bonds you applied for, you will receive a refund cheque as soon as practicable after the Closing Date. No interest will be payable on Application Monies which are refunded.

4.7 ISSUE AND QUOTATION OF BONDS

It is expected that the Bonds will be quoted on the ASX under the ASX code PPCHA. If ASX does not grant permission for the Bonds to be quoted by the Issue Date, the Bonds will not be Issued and all Application Monies will be refunded (without interest) as soon as practicable.

4.8 TRADING AND HOLDING STATEMENTS

(a) Commencement of trading of Bonds on ASX

It is expected that the Bonds will begin trading on ASX on a normal settlement basis on Friday, 10 June 2016.

It is your responsibility to determine your holding of Bonds before trading to avoid the risk of selling Bonds you do not own. You should also check your holding by asking your broker or calling the Peet Bonds Information Line on 1300 783 261 (within Australia) or +61 3 9415 4232 (outside Australia) Monday to Friday 9.00 am to 5.00 pm, Melbourne time, after close of the Offer Period.

(b) Holding Statements

Peet will apply for the Bonds to participate in CHESS and, if accepted, no certificates will be issued. Instead, a Holding Statement will be mailed to Holders.

If your holding of the Bonds changes, you will receive an updated Holding Statement.

(c) Provision of TFN and/or ABN

When your Holding Statement is mailed, you will be also be mailed a form on which to provide your TFN and/or ABN should you wish to do so (see Section 5.1.8 ("Provision of TFN and/or ABN") of the Base Prospectus).

(d) Provision of bank account details for payments

Interest will be paid in Australian dollars by direct credit into nominated Australian financial institution accounts (excluding credit card accounts), for Holders with a registered address in Australia. For all other Holders, Interest will be paid by Australian dollar cheque. When your Holding Statement is mailed, you will also be mailed a form on which to provide your bank account details for payments of Face Value and Interest.

CORPORATE DIRECTORY

REGISTERED OFFICE OF THE ISSUER

Peet Limited Level 7, 200 St Georges Terrace Perth WA 6000

LEGAL ADVISER

King & Wood Mallesons Level 61, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000

ACCOUNTING ADVISER

BDO Australia 38 Station Street Subiaco WA 6008

TAX ADVISER

BDO Australia 38 Station Street Subiaco WA 6008

REGISTRY

Computershare Investor Services Pty Limited Level 11, 172 St Georges Terrace Perth WA 6000

PEET BONDS INFORMATION LINE

1300 783 261 (within Australia) +61 3 9415 4232 (outside Australia) 9.00 am to 5.00 pm (Melbourne time), Monday to Friday

WEBSITE

www.peetbonds.com.au

SOLE ARRANGER AND LEAD MANAGER

National Australia Bank Limited Level 25, 255 George Street Sydney NSW 2000

TRUSTEE

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

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I/We apply for
					A$
Number of Bonds at A$100 per Bond or such lesser number of Bonds which may beallocated to me/us. The application must be for a minimum of 50 Bonds ($5,000).
$\mathbf{C}$	Individual/Joint applications - refer to naming standards overleaf for correct forms of registrable title(s)
Title or Company Name Given Name(s)				Surname

Joint Applicant 2 or Account Designation

Joint Applicant 3 or Account Designation

D	Enter the postal address - include State and Postcode
Unit		Street Number	Street Name or PO Box/Other information

	Contact Name													Telephone Number - Business Hours

	F CHESS Participant
	Holder Identification Number (HIN)
M

Drawer	Cheque Number	BSB Number	Account Number	Amount of cheque

mс

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual: use given names in full, not initials	Mr John Alfred Smith	JA Smith
Company: use the company's full title, not abbreviations	ABC Pty Ltd	ABC P/L or ABC Co
Joint Holdings: use full and complete names	Mr Peter Robert Williams &Ms Louise Susan Williams	Peter Robert &Louise S Williams
Trusts: use the trustee(s) personal name(s)	Mrs Susan Jane Smith	Sue Smith Family Trust
Deceased Estates: use the executor(s) personal name(s)	Ms Jane Mary Smith &Mr Frank William Smith	Estate of late John SmithorJohn Smith Deceased
Minor (a person under the age of 18): use the name of a responsible adult with anappropriate designation	Mr John Alfred Smith	Master Peter Smith
Partnerships: use the partners personal names	Mr John Robert Smith &Mr Michael John Smith	John Smith and Son
Long Names	Mr John William AlexanderRobertson-Smith	Mr John W A Robertson-Smith
Clubs/Unincorporated Bodies/Business Names: use office bearer(s) personalname(s)	Mr Michael Peter Smith	ABC Tennis Association
Superannuation Funds: use the name of the trustee of the fund	Jane Smith Pty Ltd	Jane Smith Pty Ltd Superannuation Fund

Peet Limited | ABN 56 008 665 834

*S000001Q01*

PPC MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000

For all enquiries:

Phone: (within Australia) 1300 783 261 (outside Australia) 61 3 9415 4232 Web:

www.peetbonds.com.au

Please return completed form to:

Peet Limited Bonds Offer c/o Computershare Investor Services Pty Limited GPO Box 52 Melbourne Victoria 3001 Australia Mail

Peet Offer Application Form

Peet Offer closes 5.00pm (Perth time) Friday, 27 May 2016*

This Application Form relates to the Eligible Shareholder component of the Peet Offer by Peet Limited (Peet) of Peet Bonds - Series 1, Tranche 1 (Bonds) made under the Base Prospectus and Offer Specific Prospectus (Prospectus) lodged with the Australian Securities and Investments Commission on 2 May 2016 (and any replacement or supplementary prospectus). To meet the requirements of the Corporations Act 2001 (Cth), this Application Form must not be distributed unless included in, or accompanied by, the Prospectus.

This Application Form should be read in conjunction with the Prospectus. Capitalised words and certain terms used in this Application Form have the meanings given to them in the Prospectus. This Application Form is important. If you are in doubt as to how to deal with it, please contact your stockbroker or other professional adviser without delay. The Prospectus contains information relevant to a decision about investing in Bonds. You should read the Prospectus carefully and in its entirety before completing this Application Form and applying for Bonds.

This is a form for the sole use of the Shareholder and holding recorded above.

All existing Shareholder instructions will apply to Peet Bonds issued pursuant to a successful Application.

Payment Options

How to pay

Make your cheque or money order payable to "Peet Limited Bonds Offer".

Return your payment with the completed Application Form in the enclosed reply paid envelope, or mail to:

Peet Limited Bonds Offer c/o Computershare Investor Services Pty Limited GPO Box 52 Melbourne Victoria 3001 Australia

If you wish to pay by BPAY, you cannot use this Application Form. BY MAIL BY BPAY®

To pay by BPAY, log onto www.peetbonds.com.au and complete your online Shareholder Application Form.

Do not return this Application Form if you are paying by BPAY.

Applications must be received by no later than 5.00pm (Perth time) on Friday, 27 May 2016* for the Peet Offer.

If you have any enquiries concerning your application, please contact the Peet Bonds Infomation Line on 1300 783 261 (within Australia) or +61 3 9415 4232 (outside Australia), Monday to Friday from 9.00am to 5.00pm (AEST). The Prospectus is also available online at www.peetbonds.com.au.

Privacy Notice

The personal information you provide on this form is collected by Computershare Investor Services Pty Limited (CIS), as registrar for Peet (the Issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the Issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the Issuer for whom we maintain securities registers or to third parties upon direction by the Issuer where related to the Issuer's administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at http://www.computershare.com/au.

*This date is indicative only. Peet reserves the right to change it without prior notice. You are encouraged to lodge your application as soon as possible.

X 9999999991 I ND

Applying for Bonds

Insert the number of Bonds you wish to apply for and the application amount to be paid (number of Bonds multipled by the Issue Price of A$100). The application must be for a minimum of 20 Bonds (A$2,000).

Make your cheque or money order in Australian currency and drawn from an Australian bank payable to "Peet Limited Bonds Offer" and crossed "Not Negotiable". The total amount must match the amount in Step 1.

Complete the cheque details in the boxes provided. Paperclip (do not staple) your payment to the Application Form for return. STEP 3 Contact Details

For your security keep your SRN/HIN confidential.

Payments will be processed on the day of receipt and as such sufficient cleared funds must be held in your account as cheques returned unpaid will not be re-presented and may result in your application being rejected.

Cash will not be accepted and receipts for payment will not be issued.

If you wish to pay by BPAY, you cannot use this Application Form. To pay by BPAY, log onto www.peetbonds.com.au and complete your online Securityholder Application Form. Do not return this Application Form if you are paying by BPAY.

These are not compuslory but will assist us if we need to contact you.

Acceptance of the Offer

By returning this Application Form with your Application Payment to the Registry by 5.00pm (Perth time) on Friday, 27 May 2016, you are deemed to have:

acknowledged having personally received a paper or electronic copy of the Base Prospectus and the Offer Specific Prospectus (and any supplementary or replacement document) accompanying this Application Form and having read them all in full;
acknowledged that the Applicant(s) understand the Terms and have had an opportunity to consider the suitability of an investment in the Bonds with their professional advisers;
agreed to be bound by the Terms;

Detach here

declared that all details and statements in this Application Form are complete and accurate;
consented to the use and disclosure of the Applicant's(s') personal information as described in section 5.2 of the Base Prospectus, and understood and agreed that the use and disclosure of the Applicant's(s') personal information applies to any personal information collected by Peet and any entity in the Peet Group in the course of the applicant's(s') relationship with Peet and any entity in the Peet Group;
declared that the Applicant(s), if a natural person, is/are over 18 years of age;
acknowledged that once Peet or the Registry receives an Application Form it may not be withdrawn, except as allowed by law;
acknowledged that, in some circumstances, Peet may not pay any amount payable on Bonds;
applied for the number of Bonds at the Australian dollar amount shown on the Application Form;
agreed to being allocated the number of Bonds applied for (or a lower number allocated in a way described in the Offer Specific Prospectus), or no Bonds at all;
authorised Peet and the Lead Manager and their respective officers or agents, to do anything on the applicant's(s') behalf necessary for Bonds to be allocated to the applicant(s), including to act on instructions received by the Registry upon using the contact details in the Application Form;
acknowledged that the information contained in the Offer Specific Prospectus (or any supplementary or replacement document) is not investment advice or a recommendation that Bonds are suitable for the Applicant(s), given the Applicant's(s') investment objectives, financial situation or particular needs;
declared that the Applicant(s) is an Australian resident or otherwise a person to whom the offer of Bonds can be made, and Bonds issued, in accordance with section 4.1 of the Offer Specific Prospectus; - acknowledged that Bonds have not been, and will not be, registered

pursuant to the securities laws of any other jurisdiction outside Australia; and

acknowledged that investments (such as an investment in the Bonds) are subject to risk, including possible delays in repayment and loss of income and principal invested.

Peet Limited
STEP 1	Number of Bonds applied for			Issue Price per Bond
			at	A$100	12345678
	You may be issued all of the Bonds applied for or a lesser number or none at all. Theapplication must be for a minimum of 20 Bonds (A$2,000).				Entitlement No: 12345678
A$			crossed "Not Negotiable".		Make your cheque or money order payable to "Peet Limited Bonds Offer" and
STEP 2	Application Payment
Drawer		Cheque Number	BSB Number	Account Number	Amount of Cheque

STEP 3	Contact Details
ContactName			DaytimeTelephone

*L000001*

(within Australia) 1300 783 261 (outside Australia) 61 3 9415 4232

Eligible Employees and Eligible Directors Offer Application Form

This Application Form is important. It relates to the Eligible Employee and Eligible Director components of the Peet Offer by Peet Limited (Peet) of Peet Bonds - Series 1, Tranche 1 (Bonds) made under the Base Prospectus and Offer Specific Prospectus (Prospectus) lodged with Australian Securities and Investments Commission on 2 May 2016 (and any replacement or supplementary prospectus). If you are in doubt as to how to deal with it, please contact your stockbroker or professional advisor without delay. You should read the Prospectus carefully and in its entirety before completing this Application Form. The Corporations Act 2001 (Cth) prohibits any person from passing on this Application Form (whether in paper or electronic form) unless it is attached to or accompanies a complete and unaltered copy of the Prospectus (whether in paper or electronic form). Unless the context requires otherwise, capitalised words and certain terms used in this Application Form have the meanings given to them in the Prospectus.

	I/We apply for				I/We lodge full Application Money
				A$
Number of Bonds at A$100 per Bond or such lesser number of Bonds which may be
allocated to me/us. The application must be for a minimum of 20 Bonds ($2,000).
	Individual/Joint applications - refer to naming standards overleaf for correct forms of registrable title(s)
Title or Company Name		Given Name(s)	Surname


Joint Applicant 2 or Account Designation

Joint Applicant 3 or Account Designation


							State	Postcode


	Enter your contact details

							Telephone Number - Business Hours
					(	)
	CHESS Participant

City/Suburb/TownContact NameHolder Identification Number (HIN)X

Payment details - Please note that funds are unable to be directly debited from your bank account

Drawer	Cheque Number	BSB Number	Account Number	Amount of cheque
				A$

Make your cheque, bank draft or money order payable to 'Peet Limited Bonds Offer' and cross 'Not Negotiable'.

How to complete this Application Form

Number of Bonds applied for

Enter the number of Bonds you wish to apply for. The Application must be for a minimum of 20 Bonds (A$2,000).

Application Monies

Enter the amount of Application Monies. To calculate the amount, multiply the number of Bonds applied for in Step A by the Issue Price of A$100.

Applicant Name

Enter the full name you wish to appear on the statement of securityolding. This must be either your own name or the name of a company. Up to 3 joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applications using the wrong form of names may be rejected. Clearing House Electronic Subregister System (CHESS) participants should complete their name identically to that presently registered in the CHESS system.

Postal Address

Enter your postal address for all correspondence. All communications to you from the Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.

Contact Details

Enter your contact details. These are not compulsory but will assist us if we need to contact you regarding this Application.

CHESS

Peet participates in CHESS, operated by ASX Settlement Pty Limited, a wholly owned subsidiary of ASX Limited. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold Bonds issued to you under this Application on the CHESS Subregister, enter your CHESS HIN. Otherwise, leave this section blank and on issue, you will be sponsored by Peet and allocated a Securityholder Reference Number (SRN).

Payment

Make your cheque, bank draft or money order payable in Australian dollars to 'Peet Limited Bonds Offer' and cross it 'Not Negotiable'. Cheques must be drawn from an Australian bank. Cash will not be accepted. The total payment amount must agree with the amount shown in Step B. Complete the cheque details in the boxes provided. Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques received may not be represented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Application Form. Receipts will not be forwarded. Funds cannot be directly debited from your bank account.

Before completing the Application Form the Applicant(s) should read the Prospectus to which this Application relates. By lodging the Application Form, the Applicant(s) agrees that this Application for Bonds is upon and subject to the Terms of the Prospectus, agrees to take any number of Bonds that may be issued to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Application Form.

Lodgement of Application

The Eligible Employee and Eligible Director components of the Peet Offer are expected to close on 27 May 2016. Peet reserves the right to change the closing date for the Eligible Employee and Eligible Director components of the Peet Offer without prior notice.

Application Forms must be received by Computershare Investor Services Pty Limited (CIS) by no later than 5.00pm (Perth time) on Friday, 27 May 2016. You should allow for sufficient time for this to occur. Return the Application Form wth cheque, bank draft or money order attached to:

Company Secretary of Peet Limited

Neither CIS nor Peet accepts any responsilibility if you lodge your Application Form at any other address or by other means.

Privacy Notice

The personal information you provide on this form is collected by CIS, as registrar for Peet (the Issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the Issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided overleaf or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the Issuer for whom we maintain securities registers or to third parties upon direction by the Issuer where related to the Issuer's administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at http://www.computershare.com/au.

Correct forms of registrable title(s)

Note that ONLY legal entities are allowed to hold Bonds. Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to Peet. At least one full given name and the surname is required for each natural person. Application Forms cannot be completed by persons less than 18 years of age. Examples of the correct form of registrable title are set out below.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual: use given names in full, not initials	Mr John Alfred Smith	JA Smith
Company: use the company's full title, not abbreviations	ABC Pty Ltd	ABC P/L or ABC Co
Joint Holdings: use full and complete names	Mr Peter Robert Williams &Ms Louise Susan Williams	Peter Robert &Louise S Williams
Trusts: use the trustee(s) personal name(s)	Mrs Susan Jane Smith	Sue Smith Family Trust
Deceased Estates: use the executor(s) personal name(s)	Ms Jane Mary Smith &Mr Frank William Smith	Estate of late John SmithorJohn Smith Deceased
Minor (a person under the age of 18): use the name of a responsible adult with anappropriate designation	Mr John Alfred Smith	Master Peter Smith
Partnerships: use the partners personal names	Mr John Robert Smith &Mr Michael John Smith	John Smith and Son
Long Names	Mr John William AlexanderRobertson-Smith	Mr John W A Robertson-Smith
Clubs/Unincorporated Bodies/Business Names: use office bearer(s) personalname(s)	Mr Michael Peter Smith	ABC Tennis Association
Superannuation Funds: use the name of the trustee of the fund	Jane Smith Pty Ltd	Jane Smith Pty Ltd Superannuation Fund

Acceptance of the Offer

By returning this Application Form with your Application Payment to the Company Secretary, you are deemed to have:

acknowledged having personally received a paper or electronic copy of the Base Prospectus and the Offer Specific Prospectus (and any supplementary or replacement document) accompanying this Application Form and having read them all in full; - acknowledged that the Applicant(s) understand the Terms and have had an opportunity to consider the suitability of an investment in the Bonds with their professional advisers; - agreed to be bound by the Terms;
declared that all details and statements in this Application Form are complete and accurate; - consented to the use and disclosure of the Applicant's(s') personal information as described in section 5.2 of the Base Prospectus, and understood and agreed that the use and disclosure of the Applicant's(s') personal information applies to any personal information collected by Peet and any entity in the Peet Group in the course of the applicant's(s') relationship with Peet and any entity in the Peet Group;
declared that the Applicant(s), if a natural person, is/are over 18 years of age;
acknowledged that once Peet or the Registry receives an Application Form it may not be withdrawn, except as allowed by law;
acknowledged that, in some circumstances, Peet may not pay any amount payable on Bonds;
applied for the number of Bonds at the Australian dollar amount shown on the Application Form;
agreed to being allocated the number of Bonds applied for (or a lower number allocated in a way described in the Offer Specific Prospectus), or no Bonds at all; - authorised Peet and the Lead Manager and their respective officers or agents, to do anything on the applicant's(s') behalf necessary for Bonds to be allocated to the applicant(s), including to act on instructions received by the Registry upon using the contact details in the Application Form;
acknowledged that the information contained in the Offer Specific Prospectus (or any supplementary or replacement document) is not investment advice or a recommendation that Bonds are suitable for the Applicant(s), given the Applicant's(s') investment objectives, financial situation or particular needs;
declared that the Applicant(s) is an Australian resident or otherwise a person to whom the offer of Bonds can be made, and Bonds issued, in accordance with section 4.1 of the Offer Specific Prospectus;
acknowledged that Bonds have not been, and will not be, registered pursuant to the securities laws of any other jurisdiction outside Australia; and
acknowledged that investments (such as an investment in the Bonds) are subject to risk, including possible delays in repayment and loss of income and principal invested.

*M00000112Q02*

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

AI assistant

PEET LIMITED — Capital/Financing Update 2016

65600_rns_2016-05-09_cfdf55aa-2d5a-472a-a0e6-f9a686afe744.pdf

DATE OF REPLACEMENT OFFER SPECIFIC PROSPECTUS: 10 MAY 2016

PEET BONDS

PART A: REPLACEMENT OFFER SPECIFIC PROSPECTUS FOR THE ISSUE OF PEET BONDS – SERIES 1, TRANCHE 1

TABLE OF CONTENTS

SECTION ONE WHAT YOU NEED TO KNOW

7. About this replacement Offer Specific Prospectus

11. Obtaining the Offer Documents and Application Form

12. Defined words and expressions

ASIC GUIDANCE FOR CORPORATE BOND INVESTORS

SECTION TWO KEY DATES AND OFFER DETAILS

KEY DATES FOR THE OFFER

KEY DATES FOR THE BONDS

Maturity Date 7 June 2021

Dates may change

2.1 TERMS OF THE BONDS

SECTION THREE OFFER SPECIFIC INFORMATION YOU SHOULD CONSIDER

3.1 BUSINESS UPDATE

Notes

3.2 USE OF PROCEEDS OF THE OFFER

3.3 EFFECT OF THE OFFER ON PEET

3.3.1 HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

3.3.2 BALANCE SHEETS AS AT 31 DECEMBER 2015

3.4 KEY FINANCIAL RATIOS

SOURCE OF FINANCIAL INFORMATION

You must refer to Section 3.8.2 of the Base Prospectus which describes the Key Financial Ratios.

Other relevant financial ratios

The methods for calculating the "Other relevant financial ratios"

3.5 DETAILS OF RANKING AND OTHER DEBT ON ISSUE

3.6 KEY RISKS UPDATE

3.7 OTHER INFORMATION

3.7.1 NO MATERIAL BREACHES OF LOAN COVENANTS OR DEBT OBLIGATIONS

3.7.2 BASE PROSPECTUS IS UP-TO-DATE

3.7.3 PEET BOARD RENEWAL AND REFRESHMENT

3.7.4 OTHER IMPORTANT INFORMATION

3.7.5 TRUSTEE'S LIABILITY

3.7.6 TRUSTEE'S PRIVACY POLICY

3.7.7 ACKNOWLEDGEMENTS

SECTION FOUR HOW TO APPLY

4.1 APPLYING FOR THE BONDS

4.2 PEET CONVERTIBLE NOTES REINVESTMENT OFFER

(a) Eligibility to participate in the Reinvestment Offer

(b) What is the Reinvestment Offer?

(c) Options available to Eligible Peet Convertible Notes holders

(d) Eligible Peet Convertible Notes holders who are also clients of Syndicate Brokers

(e) Ineligible holders of Peet Convertible Notes

(f) Comparison between Peet Convertible Notes and Bonds

(g) Risks associated with participating in the Reinvestment Offer

(h) Brokerage and stamp duty

(i) Taxation implications of options available to Eligible Peet Convertible Notes holders

4.3 MINIMUM APPLICATION

4.4 NO BROKERAGE OR STAMP DUTY

4.5 EXPOSURE PERIOD

4.6 ALLOCATION POLICY AND REFUNDS

Bookbuild

Peet Offer

Broker Firm Offer

Institutional Offer

4.6 ALLOCATION POLICY AND REFUNDS (CONTINUED)

Reinvestment Offer

Refunds

4.7 ISSUE AND QUOTATION OF BONDS

4.8 TRADING AND HOLDING STATEMENTS

(a) Commencement of trading of Bonds on ASX

(b) Holding Statements

(c) Provision of TFN and/or ABN

(d) Provision of bank account details for payments

CORPORATE DIRECTORY

REGISTERED OFFICE OF THE ISSUER

LEGAL ADVISER

ACCOUNTING ADVISER

TAX ADVISER

REGISTRY

PEET BONDS INFORMATION LINE

WEBSITE

SOLE ARRANGER AND LEAD MANAGER

TRUSTEE

For all enquiries:

PEET LIMITED Capital/Financing Update 2016