PEET LIMITED

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Enriching lives since 1895 Perth Asset Manager Level 7, 200 St Georges Terrace, Perth WA 6000 Land Syndicator PO Box 7224 Cloisters Square WA 6850 Fund Manager Telephone (08) 9420 1111 | Facsimile (08) 9481 4712 www.peet.com.au Email [email protected]

11 April 2013

Announcements Platform Australian Securities Exchange Level 8, Exchange Plaza 2 The Esplanade Perth WA 6000

Dear Sir/Madam

Company Announcement: Peet Limited – Off-market takeover bid for CIC Australia Limited

In accordance with section 633(1) item 5 of the Corporations Act, please find attached a copy of the bidder’s statement (“ Bidder’s Statement ”) in relation to Peet Limited’s (ABN 56 008 665 834) off-market takeover bid for all the securities in CIC Australia Limited (ABN 92 003 157 515).

The Bidder’s Statement was lodged with the Australian Securities and Investments Commission and was given to CIC Australia Limited earlier today.

Yours sincerely

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DOM SCAFETTA GROUP COMPANY SECRETARY

Perth | Melbourne | Brisbane Peet Limited | ACN 008 665 834

BIDDER’S STATEMENT

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to how to deal with it, you should consult your professional adviser as soon as possible.

Cash Offer by:

Peet Limited

(ABN 56 008 665 834)

to purchase your shares in:

CIC Australia Limited

(ABN 92 003 157 515)

You will be paid 60 cents cash for each CIC Share (subject to the terms and conditions of the Offer).

If you are a registered CIC Shareholder on 12 April 2013 you will also be entitled to retain the fully franked 2012 Final Dividend of 3 cents per CIC Share, without there being any reduction in the consideration payable under the Offer.

The majority of CIC directors and the majority of CIC’s independent directors support and recommend you ACCEPT the Offer in the absence of a higher offer.

If you require assistance with your acceptance of the Offer, please call 1300 764 218 or +61 3 9415 4272 between 9.00am and 5.00pm (Sydney time) on Business Days

The Offer is dated 16 April 2013 and will close at 7.00pm (Sydney time) on 24 May 2013, unless extended or withdrawn.

Financial Adviser

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Legal Adviser

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Bidder’s Statement

Important Notice

The Offer described within this Bidder’s Statement is given by Peet Limited (ABN 56 008 665 834) (a company duly incorporated in Western Australia) (“ Peet ”) under Part 6.5 of the Corporations Act and sets out certain disclosures required by the Corporations Act together with the terms of the Offer to acquire your CIC Shares.

This Bidder’s Statement is dated 11 April 2013. It includes an Offer dated 16 April 2013.

Australian Securities and Investments Commission

A copy of this Bidder’s Statement was lodged with ASIC on 11 April 2013. ASIC takes no responsibility for the content of this Bidder’s Statement.

Defined Terms

Capitalised terms and certain abbreviations used in this Bidder’s Statement are defined in the glossary in section 11. Unless the contrary intention appears, the context requires otherwise or words are defined in section 11, words and phrases in this Bidder’s Statement have the same meaning and interpretation as in the Corporations Act.

Unless otherwise indicated, all references to sections are references to sections of this Bidder’s Statement.

Investment advice

The information in this Bidder’s Statement is general information only and does not take into account your individual objectives, financial situation or needs. You should consider whether the information in this Bidder’s Statement is appropriate for you in light of your objectives, financial situation and needs. Accordingly, before making a decision whether or not to accept the Offer, you may wish to consult with your professional adviser.

Disclosure regarding forward looking statements

Some of the statements appearing in this Bidder’s Statement may be in the nature of forward looking statements. You should be aware that such statements are either statements of current expectations or predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industry in which CIC operates as well as general economic conditions, prevailing exchange rates and interest rates and conditions in financial markets.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement. Neither Peet, its Subsidiaries, nor any of their officers or employees , or any persons named in this Bidder’s Statement with their consent or any person involved in the preparation of this Bidder’s Statement, makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this Bidder’s Statement reflect views held only as at the date of this Bidder’s Statement.

Information on CIC

The information on CIC, CIC Shares and CIC’s business contained in this Bidder’s Statement has been provided by CIC and has not been independently verified by Peet and Peet’s Subsidiaries. Accordingly, subject to the Corporations Act, none of Peet or Peet’s Subsidiaries nor any of their respective officers or employees make any

Bidder’s Statement

representation or warranty (express or implied) as to the accuracy or completeness of this information.

Further information relating to CIC’s business may be included in CIC’s target statement which CIC must provide to CIC Shareholders in response to this Bidder’s Statement.

Privacy

Peet has collected your information from the register of CIC Shareholders for the purposes of making the Offer and, if accepted, administering acceptances over your holding of CIC Shares. The Corporations Act requires the names and addresses of CIC Shareholders to be held in a public register. Your information may be disclosed on a confidential basis to Peet and its related Bodies Corporate, and external service providers, and may be required to be disclosed to regulators, such as ASIC . The registered office of Peet is 7[th] Floor, 200 St Georges Terrace, Perth, Western Australia, 6000.

Notice to foreign CIC Shareholders

This Bidder’s Statement and the Offer are subject to Australian disclosure requirements which may be different from those applicable in other jurisdictions. This Bidder’s Statement and Offer do not in any way constitute an offer of securities in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The distribution of this Bidder’s Statement may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this Bidder’s Statement should inform themselves of, and observe, those restrictions.

How to accept

To accept the Offer you must follow the instructions set out in section 1 of this Bidder’s Statement. Acceptances for the Offer must be received in sufficient time to be acted upon before the close of the Offer Period.

Enquiries

If you are in any doubt as to how to deal with this Bidder’s Statement, you should consult your professional adviser.

Offer information line:

If you have any questions about the Offer, please call the Offer information line on 1300 764 218 or +61 3 9415 4272 (callers outside Australia) between 9.00am and 5.00pm (Sydney time) on Business Days.

Important Dates

Important Dates
Announcement of Offer	10 April 2013
Date of this Bidder’s Statement	11 April 2013
Date of the Offer	16 April 2013
Closing Date (unless extended or withdrawn) at 7.00pm (Sydney time)	24 May 2013

Note: the Closing Date for the Offer may change as permitted by the Corporations Act.

Bidder’s Statement

Letter from Peet to CIC Shareholders	Letter from Peet to CIC Shareholders	1
Why you should accept the Offer		3
1	Overview of the Offer	7
2	Information on Peet	10
3	Information on CIC	15
4	Peet’s intentions	17
5	CIC share capital information	22
6	Funding	23
7	Taxation considerations	25
8	Additional information	28
9	Terms of the Offer	41
10	Conditions of the Offer	54
11	Glossary	59
12	Approval of Bidder’s Statement	67
Corporate Directory		68

Bidder’s Statement

Letter from Peet to CIC Shareholders

11 April 2013

Dear CIC Shareholder,

On behalf of Peet’s board of directors, I am pleased to provide you with an offer to acquire your CIC Shares for a cash price of 60 cents per CIC Share. As a CIC Shareholder on 12 April 2013, you will also be entitled to retain the final fully franked 3 cent dividend per CIC Share declared by CIC for the year ended 31 December 2012 without there being any reduction in the cash payment under our Offer.

Peet is Australia’s largest pure play, ASX listed residential land development business with a total development pipeline of over 47,000 lots and a Gross Development Value of approximately $8.6 billion. Peet has over 115 years’ experience of acquiring and developing residential land estates and currently has 69 owned, syndicated and joint venture projects across Western Australia, Victoria, Queensland and New South Wales.

Details of the offer

The Offer Price of 60 cents cash, represents[1] :

0.8% discount to the closing price of CIC Shares on 10 April 2013, the last trading day prior to the date of this Bidder’s Statement;
8.3% premium to the volume weighted average price of 55 cents over the six months leading up to and including the last day of trading prior to the announcement of the Offer.

Peet’s Offer provides you with an opportunity to quickly realise a certain cash value for your CIC Shares and the ability to realise your investment in an historically illiquid security at a price above where CIC has generally traded over the last two years.

CIC Shareholders representing approximately 77% of CIC have stated their intention to accept the Offer, subject to no superior proposal. Of that 77%, 19.9% will still be acquired by Peet, notwithstanding any superior proposal emerging.

Peet’s Offer is subject to a limited number of conditions, including a 50.1% minimum acceptance condition, the underwriting agreement for Peet’s placement to raise funds for the acquisition not being terminated, the consent of certain banks to CIC and CIC’s joint ventures, a CIC joint venture concluding a facility with CBA and limited other usual takeover conditions. The full terms and conditions of the Offer are set out in section 10 of this Bidder’s Statement.

Recommended Offer has the support of the majority of CIC’s board and major shareholder

The majority of CIC’s directors, including the majority of its independent directors, have recommended that CIC Shareholders accept the Offer subject to there being no Superior Proposal. Colin Alexander (CIC’s Chief Executive Officer and Managing Director), while not making a recommendation, has confirmed that he will accept the Offer for his own shares (approximately 3.7% of CIC), subject to no Superior Proposal. Maurice Loomes (CIC’s Chairman) makes no recommendation or statement of intention concerning his shareholding. Anthony Carey (CIC’s Chief Operating Officer and an executive director), the only other director who holds CIC Shares, recommends the Offer and intends to

1 CIC trading price adjusted to reflect the impact of the 3 cents per CIC Share 2012 Final Dividend. The trading data on this page was sourced from IRESS Limited. IRESS Limited has not consented to the use of the references to this trading data in this Bidder’s Statement.

Bidder’s Statement

accept the Offer for his own shares (approximately 0.04% of CIC), subject to no Superior Proposal.

In addition, Peet has acquired a relevant interest in 19.9% of CIC Shares from CIC’s largest shareholder, GPG, who has agreed to accept the Offer in respect of 19.9% of CIC. For the balance of its shareholding, representing approximately 53% of CIC, GPG also supports the Offer and has stated their intention to accept the Offer by 7 May 2013, subject to there being no superior proposal at that time.

As at the date of this Bidder’s Statement, no Superior Proposal has emerged for your CIC Shares.

Conclusion

I encourage you to read this Bidder’s Statement for more details about the Offer and Peet. The Offer is open for your acceptance until 7.00pm (Sydney time) on Friday, 24 May 2013, unless it is extended or withdrawn. To accept the Offer, please follow the instructions in this Bidder’s Statement and the enclosed Acceptance Form.

If you have any questions about the Offer, please call the Peet Offer information line on 1300 764 218 from within Australia or +61 3 9415 4272 from outside Australia or contact or your legal, financial or other professional adviser.

I commend this Offer to you as does a majority of your board, and urge you to give it your most serious consideration.

Yours sincerely,

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Tony Lennon Chairman Peet Limited

Bidder’s Statement

Why you should accept the Offer

The 60 cents all cash Offer provides certain value for your CIC Shares
CIC Shareholders representing 77% of CIC have stated their intention to accept the Offer, subject to no superior proposal
The majority of CIC’s directors and the majority of CIC’s independent directors recommend that you should accept the Offer, in the absence of a superior proposal
No Superior Proposal has emerged during the 26 month period that GPG’s shareholding has been for sale[2]
The Offer provides the opportunity to realise your entire investment in CIC, trading in which has historically been illiquid
If Peet obtains control of CIC, it has the right to replace CIC’s directors and change CIC’s dividend policy
The future trading price of CIC shares is uncertain and may fall if the Offer is unsuccessful
No brokerage fees are payable if you accept into the Offer

2 In February 2011, GPG announced a strategy to realise the value of its investment portfolio including its shareholding in CIC.

Bidder’s Statement

1. The all cash offer provides certain value for your CIC shares

Peet’s all cash offer of 60 cents per CIC Share provides you with certainty of value and realisation of cash consideration for your CIC Shares. If you do not accept the Offer, the value that you may realise and the timing of that realisation are uncertain and subject to a number of risks. Over the past two years, CIC Shares have consistently traded at pricing levels materially below Peet’s Offer Price.

Figure 1: CIC share price performance 9 April 2011 to 10 April 2013

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----- Start of picture text -----

$0.65
$0.60
$0.55
$0.50
$0.45
$0.40
$0.35
$0.30
Apr-11 Oct-11 Apr-12 Oct-12 Apr-13
CIC Ltd Offer proceeds
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Source: IRESS.

In Figure 1, Offer proceeds includes the 60 cents Offer Price plus the 3 cents per CIC Share 2012 Final Dividend declared 28 February 2013.

2. CIC Shareholders representing 77% of CIC have stated their intention to accept the Offer, subject to no superior proposal

Peet has acquired a relevant interest in approximately 19.9% of CIC from CIC’s largest shareholder, GPG who has agreed to accept the Offer in respect of 19.9% of CIC. For the balance of its shareholding, representing approximately 53% of CIC, GPG also supports the Offer and has stated its intention to accept the Offer by 7 May 2013, subject to there being no superior proposal. Colin Alexander (CIC’s Chief Executive Officer and Managing Director) and Anthony Carey (CIC’s Chief Operating Officer and an executive director) together hold approximately 4% of CIC and have stated their intention to accept the Offer, subject to no Superior Proposal. If GPG, Colin Alexander and Anthony Carey all accept the Offer for their full shareholdings, Peet will have a relevant interest of approximately 77% of CIC.

3. The majority of CIC’s directors and the majority of CIC’s independent directors recommend that you accept the Offer

CIC’s directors have considered the terms of the Offer and both a majority of CIC’s board and the majority of CIC’s independent directors recommend that CIC Shareholders accept the Offer subject to there being no Superior Proposal. Colin Alexander, while not making a recommendation, has advised that he will accept the Offer for his own shares (approximately 3.7% of CIC), subject to there being no Superior Proposal. Maurice Loomes (Chairman) makes no recommendation or statement of intention concerning his shareholding. Anthony Carey, the only other director who holds CIC Shares (approximately 0.04% of CIC), recommends the Offer and intends to accept the Offer for his own shares, subject to there being no Superior Proposal.

Bidder’s Statement

4. No Superior Proposal has emerged during the 26 month period that GPG’s shareholding has been for sale

In February 2011, GPG announced a strategy to realise the value of its investment portfolio, including its shareholding in CIC. In this time, GPG has not announced any offer to acquire its shareholding in CIC other than Peet’s Offer. GPG supports the Offer in the absence of a superior proposal. Peet has acquired a relevant interest in approximately 19.9% of CIC from GPG with no flexibility for GPG to apply that to support a superior proposal, if one were to emerge. This precludes any other potential bidder from acquiring the 90% minimum ownership threshold required to proceed to compulsory acquisition under the Corporations Act without Peet’s support.

Given this background, Peet believes it is unlikely that another bidder will emerge to acquire CIC at a superior price. As at the date of this Bidder’s Statement, no Superior Proposal has emerged for your CIC Shares.

5. The Offer provides the opportunity to realise your entire investment in CIC, trading in which has historically been illiquid

As a result of the closely held nature of the CIC share register (CIC’s largest shareholder owns approximately 73%[3] ) and the relatively small market capitalisation of CIC, CIC’s trading on the ASX has historically been illiquid, with an average daily trading volume of 11,623[4] shares for the 12 months prior to the Announcement Date. These small volumes may make it difficult for you to sell your CIC Shares outside the Offer at current price levels. The Offer provides you with an opportunity to exit your investment in CIC in its entirety at a fixed price.

6. If Peet obtains control of CIC, it will be able to replace CIC’s directors and change CIC’s dividend policy

Peet’s Offer has a minimum acceptance condition of 50.1%. If Peet acquires greater than 50% of CIC it will be able to replace CIC’s directors with its own nominees (subject to the Bid Implementation Agreement). Peet intends to run the business as a controlled subsidiary, subject to the law and the ASX Listing Rules. Peet’s interests may differ from those of other minority shareholders. For example, Peet intends that CIC’s profits would be retained in order to fund CIC’s working capital requirements and reduce debt. Therefore Peet does not intend for CIC to pay any dividends. As a minority shareholder in CIC, you would therefore no longer receive any dividends from CIC.

For the Offer to meet the 50.1% minimum acceptance condition, Peet only requires further acceptances of approximately 30% of CIC Shares. With the CIC Shareholders who have already stated an intention to accept the Offer, this condition will be met, subject to no superior proposal.

7. The future trading price of CIC Shares is uncertain and may fall if the Offer is unsuccessful

If you do not accept the Offer, the future trading price of CIC Shares is expected to continue to be subject to market volatility. The trading price of CIC Shares will be subject to a number of risks including general stock market movements, general economic conditions and exposure to the risks associated with the residential property market. If you do not accept the Offer, you will also remain exposed to the risks associated with remaining a minority CIC Shareholder. CIC Shares may continue to experience low trading volumes which may make it difficult to exit your investment outside the Offer. Given GPG’s stated intention to divest its CIC shareholding, Peet believes that if the Offer is not successful and there is no Superior Proposal, the price of CIC Shares may fall below the price at which they are currently trading.

3 Peet has acquired a relevant interest in approximately 19.9% of CIC from GPG. 4 Trading data was sourced from IRESS Limited. IRESS Limited has not consented to the use of the references to this trading data in this Bidder’s Statement.

Bidder’s Statement

8. No brokerage fees are payable if you accept into the Offer and you will be paid sooner than if your CIC shares are later compulsorily acquired

By accepting the Offer you will be paid (subject to the Defeating Conditions being satisfied or waived) 60 cents cash per CIC Share. lf your CIC Shares are registered in an lssuer Sponsored Holding in your name you will not incur any brokerage fees in connection with accepting the Offer which may be incurred if you choose to sell your CIC Shares on the ASX. lf your CIC Shares are registered in a CHESS Holding or in the name of a broker, custodian or other nominee you should check whether any fees will be payable in connection with accepting the Offer.

You will be paid within one month after the later of the receipt of your acceptance and the date on which the Offer becomes unconditional and, in any event, within 21 days after the end of the Offer Period (subject to the Defeating Conditions being satisfied or waived). Peet intends to compulsorily acquire your CIC Shares if it becomes entitled to do so. Any payments made to CIC shareholders whose CIC Shares are compulsorily acquired will occur later than payments made to CIC Shareholders who accept the Offer.

Bidder’s Statement

1 Overview of the Offer

Set out below is a summary of the Offer. Further information about the Offer can be found throughout this Bidder’s Statement. You should read the entire Bidder’s Statement before deciding whether to accept the Offer.

Bidder	The Offer is made by Peet.
Offer	Peet is offering to acquire all of your CIC Shares for A$0.60 cash per CIC Share on the terms and conditions set out in this Bidder’s Statement. The Offer relates to CIC Shares that exist or will exist as at 7:00pm (Sydney time) on the Register Date and extends to any CIC Shares that are issued between the Register Date and the end of the Offer Period as a result of the exercise of CIC Share Options. This Offer does not extend to any CIC Share Options. Peet will seek to acquire the CIC Share Options by doing one or more of the following: (a) making a private offer to acquire them; or (b) where Peet becomes entitled under Chapter 6A of the Corporations Act to compulsorily acquire all outstanding CIC Shares, compulsorily acquire the CIC Share Options too.
Entitlement to 2012 Final Dividend	In addition to the Offer Price of A$0.60, CIC Shareholders on the register on the dividend record date of 12 April 2013 will be entitled to retain the A$0.03 fully franked 2012 Final Dividend, without there being any reduction in the consideration payable under the Offer. CIC has announced that this dividend will be paid on 21 May 2013. Persons who acquire CIC Shares on-market on or after the ‘ex- date’ for the dividend of 8 April 2013 will not be entitled to be paid this dividend in respect of those Shares even if they are on the CIC Register in respect of those shares as at the record date for the dividend. In other words, those persons will only be entitled to receive A$0.60 in cash for each such Share so acquired, subject to our Offer becoming unconditional.
Offer Period	The Offer is scheduled to close at 7.00pm (Sydney time) on 24 May 2013, unless extended or withdrawn.
Payment date	If you accept the Offer, you will be paid within one month after the later of receipt of your acceptance and the date on which the Offer becomes unconditional and in any event before 21 days after the end of the Offer Period.
Conditions	The Offer is subject to a number of conditions as set out in section 10 of this Bidder’s Statement, including: (a) Peet and its associates having relevant interests in at least 50.1% of all CIC Shares; (b)nomaterialadverse change occurringin relationto CIC or

Bidder’s Statement

CIC Group;

(c) the underwriting for Peet’s placement to raise the acquisition consideration is not terminated, except for a matter or event within the sole control of, or which is a direct result of action by, Peet;
(d) no dividends from CIC other than the final fully franked 2012 Final Dividend of A$0.03 per CIC Share;
(e) certain of CIC’s and its joint ventures’ bankers’ consent;
(f) all of CIC’s financing facilities and arrangements remain available to it;
(g) no change of control provision being triggered in relation to material agreements to which any member of the CIC Group is a party;
(h) no material acquisitions, disposals or entry into new commitments by CIC;
(i) no restraining orders in consequence of, or in connection with, the Offer;
(j) no Prescribed Occurrences;
(k) no Prescribed Occurrences in relation to CIC’s joint ventures; and
(l) the CBA facility for the CDU Joint Venture is executed without a change of control provision or a waiver for Peet to acquire control of CIC.

This is only a summary of the conditions. The conditions are set out in full in section 10 of this Bidder’s Statement.

How to CIC Shareholders on the Share Register accept the Offer The Offer may be accepted for all or part of your CIC Shares. How you accept the Offer depends on whether your CIC Shares are in an Issuer Sponsored Holding or a CHESS Holding:

Issuer Sponsored Holding (your SRN starts with an “I”)

If you hold your CIC Shares in an Issuer Sponsored Holding, to accept the Offer you must complete, sign and return the enclosed personalised Acceptance Form in accordance with the instructions on it so it is received at the address given on the form (and set out below) before the end of the Offer Period.

CHESS Holding (your HIN starts with an “X”)

If you hold your CIC Shares in a CHESS Holding, to accept the Offer you must either:

(a) complete, sign and return your personalised Acceptance Form in accordance with the instructions on it and lodge it by returning it to the address given on the form (and set out below) so that your acceptance is received before 7.00pm (Sydney time) on the second last Business Day of the Offer Period. This will authorise Peet to instruct your Controlling Participant to initiate

Bidder’s Statement

acceptance of the Offer on your behalf; or

(b) complete the accompanying personalised Acceptance Form and send the completed Acceptance Form (together with all other documents required by the instructions on the form) directly to your Controlling Participant (normally your broker) in sufficient time for the Offer to be accepted before the end of the Offer Period with instructions to initiate acceptance of the Offer on your behalf before the end of the Offer Period; or
(c) instruct your Controlling Participant (for example, your broker) to initiate acceptance of the Offer on your behalf in sufficient time for this Offer to be accepted before the end of the Offer Period.

Brokers or other Controlling Participants

If you are a Broker or another Controlling Participant, to accept the Offer you must initiate acceptance in accordance with the requirements of the ASX Settlement Operating Rules before the end of the Offer Period.

Shares held in an Issuer Sponsored Holding and a CHESS Holding

If some of your CIC Shares are in an Issuer Sponsored Holding and some in a CHESS Holding, please read section 9.4(c) of this Bidder’s Statement.

Returning your Acceptance Form to the share registrar

The postal address for completed Acceptance Forms is:

Computershare Investor Services Pty Limited

GPO Box 52 Melbourne, VIC, 3001, Australia

The transmission of your personalised Acceptance Form and other documents is at your own risk.

For full details see section 9.4(c) of this Bidder’s Statement.

Bidder’s Statement

2 Information on Peet

2.1 Overview of Peet

The Offer is being made by Peet, an ASX listed company (ASX:PPC). As at the date of this Bidder’s Statement, Peet has a market capitalisation of approximately A$449 million. Peet is Australia’s largest pure play, ASX listed residential land developer and focuses on acquiring, developing and marketing land under a funds management model.

Peet is committed to growth and prosperity for shareholders, investors and the residents of its quality, master-planned communities across Australia.

Peet employs approximately 150 people in offices in Perth, Melbourne and Brisbane.

Peet’s success is built on the strength of its landbank – the third largest of any ASX listed property group.

Peet’s core activities include:

Funds Management/Land syndication;
Company Owned Projects; and
Joint ventures.

2.2 History of Peet

Peet’s history dates back to the 1890s when the business was first established in Perth, Western Australia, by James Thomas Peet. Key events in Peet’s history include:

include:
Date	Event
1895	James Thomas 'JT' Peet (1863-1935) migrated to Victoria, Australia from England in the 1880s. By the early 1890s he had founded a real estate agency, Peet & Bastow, in Melbourne. JT Peet eventually moved to Perth in July 1895 and set up a real estate business, Peet & Co. He specialised in residential land subdivisions across Perth.
1905	Peet & Company Limited was incorporated in 1905 and has traded as a company continuously since that date, making it the longest established property company in Western Australia, and one of the oldest companies in Australia.
1985	Between the mid-1980s and early 1990s, Peet enjoyed a resurgence and divested its general real estate practice to entirely focus on its long term expertise in the specialised services of land syndication, project management and marketing of land estates.
1997	Peet expanded its operations into Victoria.
2002	Peet continued to diversify – purchasing its first estate in Queensland in 2002.
2004	In August 2004, Peet & Company Limited was listed on the ASX. In the same year, Peet purchased its first estate in New South Wales.

Bidder’s Statement

2006	Peet became the largest residential land syndicator in Australia. In 2006, Peet & Company Limited changed its name to Peet Limited.
2011	In 2011, Peet established a partnership with MTAA Super through the acquisition of a 50% interest in the 1,244-hectare Flagstone West landholding in South East Queensland. The new partnership increased Peet’s national land bank to more than 50,600 lots. In June 2011, an investment management agreement was entered into between Peet and the Future Fund.

2.3 Peet Operations

Peet offers quality product targeted at the affordable and middle segments of the market in the growth corridors of Perth, Melbourne and South East Queensland.

For the six months ended 31 December 2012, Peet achieved 963 sales in its Funds Management and Company Owned division and 970 settlements. These sales and settlements were achieved through Peet’s core activities.

(b) Funds Management

Peet manages and markets residential land developments on behalf of land syndicates and under joint venture or project management arrangements.

With many years’ experience in land syndication, it enjoys the benefits of a supportive investor base which understands the cyclical nature of residential development.

For the six months ended 31 December 2012, 714 lots were sold by managed and joint venture projects for a gross value of $184.1 million and 739 lots settled by managed and joint venture projects for a gross value of A$173.3 million.

As at 31 December 2012, Peet’s Funds Management land bank totalled some 33,800 lots equivalent with a gross development value of A$6.1 billion.

(c) Company-owned projects

Peet acquires and develops parcels of land on its own balance sheet, primarily for residential purposes.

For the six months ended 31 December 2012, 249 lots were sold by company owned projects for a gross value of A$60.2 million and 231 lots settled by company owned projects for a gross value of A$60.2 million.

As at 31 December 2012, Peet’s Company owned landbank totalled more than 13,400 lots equivalent with a gross development value of A$2.5 billion.

Bidder’s Statement

2.4 Peet Board of Directors

Tony Lennon FAICD Chairman

Tony Lennon was appointed non-executive Chairman in July 2004 prior to Peet listing on the Australian Securities Exchange in August 2004.

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

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

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

He is an International Fellow of the Duke of Edinburgh Award. He is also Chairman of the Tony and Gwyneth Lennon Family Charitable Foundation.

Brendan Gore BComm, FCPA, FCIS, FCSA, FAICD Managing Director and Chief Executive Officer

Brendan Gore has held senior corporate, commercial and operational roles for more than 20 years and brings to the positions of Managing Director and Chief Executive Officer wide-ranging expertise in the business, resources and property sectors.

Mr Gore is a qualified accountant and Fellow of the Australian Institute of Company Directors, CPA Australia and the Chartered Secretaries Australia.

Before joining Peet, Mr Gore held the dual role of Chief Financial Officer and Company Secretary at Mermaid Marine Australia Limited - now Australia’s largest marine-based services provider to the offshore oil and gas industry.

He began with Peet as Chief Financial Officer and played a key role in expanding the company’s scope of activities and growing its core residential development and land syndication businesses.

In January 2007 he was appointed inaugural Chief Operating Officer, taking on responsibility for developing Peet’s integrated operational strategy and managing the day-to-day safety and performance of its business divisions.

Assuming the position of Managing Director and Chief Executive Officer later that same year, Mr Gore maintains Peet’s ongoing commitment to a long-term, strategic and disciplined approach to growth and expansion.

Bidder’s Statement

Stephen Higgs BEc (Syd) Independent Non-executive Director

Mr Higgs has held a series of board roles including listed Australian companies such as Rural Press Limited, Primary Healthcare Limited and Freedom Nutritional Products and other leading roles including Chairman Orlando Wines, and director of Leigh Mardon, IPAC Securities and Ausoft Limited.

In addition Mr Higgs worked for 20 years with UBS and its predecessors to cement a leadership position in corporate finance advice and the private equity market. He is also Chairman of the Juvenile Diabetes Research Foundation Australia, a role he has undertaken since 2002.

Mr Higgs’ commitment to the community has extended to include positions working as a Councillor at St Andrew’s College at Sydney University and Trustee of Redkite (formerly the Malcolm Sargent Cancer Fund for Children in Australia).

Stephen Higgs joined the Board of Peet Limited in June 2004.

Graeme Sinclair

BComm, CA, ACIS, ACSA, FAICD Independent Non-executive Director

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

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

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

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

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

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

Trevor Allen

BCom (Hons), CA, FF,MAICD Independent Non-executive Director

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

Mr Allen was a partner of KPMG and the National Head of its Mergers and Acquisitions business. He has thirty years’ experience in the corporate advisory sector including direct involvement in a number of major transactions and market

Bidder’s Statement

developments over that time through senior positions at SBC Warburg (now part of UBS), Baring Brothers and KPMG.

Mr Allen is an executive director of ICS Advisory and was previously a board advisor to Penrice Soda Holdings Limited.

He is also a director and honorary treasurer of the Juvenile Diabetes Research Foundation where he also chairs its Finance, Audit and Risk Committee.

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

Anthony Lennon BA, Grad Dip Bus Admin, MAICD Non-Executive Director

Anthony Lennon joined Peet in 1991 and became a Director in 1996.

He moved to Victoria over a decade ago to establish Peet’s operations in Australia’s eastern states and oversaw significant expansion since that time.

Before joining the Company, Mr Lennon worked in the United Kingdom, where he completed his post-graduate Diploma in Business Administration while on a Graduate Management Training Scheme with major international construction and development company, John Laing PLC. His time with this global company saw him gain valuable experience in property planning, marketing, feasibility analysis and project management.

Mr Lennon’s responsibilities since joining Peet have included project management, broadacre acquisitions, marketing and financing and a six-year stint as Chairman of one of WA’s largest conveyancing businesses.

Until his transition from Executive to Non-executive Director on 27 August 2012, Mr Lennon was Peet Limited’s National Business Development Director.

He is a board member of the Urban Development Institute of Australia (Victoria).

2.5 Publicly available information

Peet is a company listed on the ASX and subject to the continuous and periodic disclosure requirements of ASX and the Corporations Act. A substantial amount of information is publicly available concerning Peet and may be accessed by referring to the ASX website and/or Peet’s website (www.peet.com.au). This includes the investor presentation prepared by Peet, entitled “Acquisition and Equity Raising”, dated 10 April 2013.

Bidder’s Statement

3 Information on CIC

3.1 Disclaimer

The following information on CIC has been prepared by CIC and has not been independently verified by Peet. Accordingly, Peet does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of this information.

The information on CIC in this Bidder’s Statement should not be considered comprehensive.

In addition, the Corporations Act requires the directors of CIC to provide a target’s statement to CIC Shareholders in response to this Bidder’s Statement, setting out certain material information concerning CIC.

3.2 Overview of CIC and its principal activities

CIC is an Australian company listed on the ASX. CIC is a residential property development company, based in Canberra, whose activities are the acquisition, subdivision, development, construction and sale of real estate.

CIC’s head office is located at Level 3, 64 Allara Street, Canberra ACT 2600, Australian Capital Territory.

(a) History of CIC

CIC Australia commenced operations in Canberra in 1986 (then under the name Jerrabomberra Estates Limited), before expanding to undertake major projects in South Australia, the Northern Territory, Western Australia and on the New South Wales south coast.

(b) CIC Board of directors

As at the date of this Bidder’s Statement, the directors of CIC are:

Mr Colin John Alexander
Mr Maurice William Loomes
Mr Anthony Noel Carey
Mr John Angus Mackay
Mr Philip Adrian Tunstall
Mr Donald Arthur Fox

3.3 Substantial shareholders

Based on the Preliminary Final Report and Appendix 4E for the 12 months ended 31 December 2012, lodged with the ASX on 28 February 2013, each of the following persons (on behalf of itself and its related bodies corporate) had the following substantial shareholdings in the issued ordinary share capital of CIC.

CIC Shareholder	CIC Shares	% of issued ordinary share capital of CIC

GPG (No.1) Pty Limited	91,606,394	72.82*

Bidder’s Statement

Kyleast Pty Ltd and its associates 7,886,588 6.27

On 10 April 2013 Peet acquired a relevant interest in 19.9% of GPG’s 72.82% shareholding by virtue of the Pre-Bid Agreement (see section 8.7).

3.4 Publicly available information

As noted above, CIC is a company listed on the ASX and is subject to the periodic and continuous disclosure requirements of the Corporations Act and the ASX. CIC released its Preliminary Final Report and statutory accounts for the year ended 31 December 2012 to the ASX on 28 February 2013.

Bidder’s Statement

4 Peet’s intentions

4.1 Introduction

This section sets out Peet’s intentions, on the basis of the facts and information concerning CIC which are known to it and the existing circumstances affecting the business of CIC, in relation to the following:

(a) the continuation of the business of CIC;
(b) any major changes to be made to the business of CIC, including any redeployment of the fixed assets of CIC; and
(c) the future employment of the present employees of CIC.

4.2 Operational review

Peet and its advisers have reviewed information that has been publicly released by CIC relating to its current activities as well as its plans for the future and has conducted due diligence and had discussions with CIC in relation to its businesses.

However, Peet does not currently have knowledge of all material information, facts and circumstances which are necessary to assess the operational, commercial, taxation and financial implications of its current intentions. Consequently, final decisions on these matters have not been made, and any decisions already made may be subject to change.

Following the close of the Offer, Peet will, in conjunction with CIC management, conduct a complete review of the operations, assets, obligations, structure, strategy and employees of CIC in light of that information.

Final decisions will only be reached after this review and in light of all material facts and circumstances. As such, statements set out in this section are statements of current intention only which may change as new information becomes available or circumstances change. The statements in this section 4 should be read in this context.

4.3 Specific intentions – CIC Share Options

This Offer does not extend to any CIC Share Options. Peet encourages holders of CIC Share Options to exercise their CIC Share Options, to the extent they are entitled to do so, and accept the Offer in respect of the CIC Shares issued on exercise if they wish to participate in the Offer.

Peet will seek to acquire the CIC Share Options by doing one or more of the following:

(a) making a private offer to acquire them; or
(b) where Peet becomes entitled under Chapter 6A of the Corporations Act to compulsorily acquire all outstanding CIC Shares, compulsorily acquire the CIC Share Options too.

Any private offer will be at fair value for each class of CIC Share Options and will be conditional on Peet becoming entitled under Chapter 6A of the Corporations Act to compulsorily acquire all CIC Shares and CIC Share Options and if Peet requests that CIC does so, or the Offer becomes unconditional, CIC waiving all Exercise Conditions (as that term is defined in the Option Plan) associated with the CIC Share Options and exercising its discretion under the Option Plan to:

Bidder’s Statement

(a) approve Peet as a Nominee for all purposes under the Option Plan to allow CIC Share Options to be transferred to Peet; and
(b) extend the date by which any CIC Share Option transferred to Peet lapses, to the date on which it otherwise would have lapsed,

and any waiver sought by CIC from ASX from Listing Rule 6.23 to allow the CIC Share Options to be cancelled, being granted.

Where it becomes entitled to do so, Peet intends to give notices to any holders of CIC Share Options who have not sold their CIC Share Options to Peet (or its nominee) to compulsorily acquire any outstanding CIC Share Options in accordance with section 664C of the Corporations Act.

4.4 Intentions upon acquisition of 90% or more of CIC Shares

This section sets out Peet’s current intentions if it acquires 90% or more of the CIC Shares and is entitled to proceed to compulsory acquisition of the outstanding CIC Shares and CIC Share Options.

(a) Compulsory acquisition

If it becomes entitled to do so under the Corporations Act, Peet intends to:

(i) give notices to compulsorily acquire any outstanding CIC Shares in accordance with section 661B of the Corporations Act; and
(ii) give notices to CIC Shareholders and holders of CIC Share Options to compulsorily acquire any outstanding CIC Shares and CIC Share Options in accordance with section 664C of the Corporations Act.

If it is required to do so under section 662A and section 663A of the Corporations Act, Peet intends to give notices to CIC Shareholders and holders of CIC Share Options offering to acquire their CIC Shares and CIC Share Options in accordance with section 662B and section 663C of the Corporations Act.

(b) Directors

Peet will replace all non-executive members of the CIC Board including the Chairman. In respect of any CIC subsidiary or joint venture, where CIC has nominee directors, Peet may appoint its own nominees, which may include current CIC executives or directors. Whilst replacement board members have not yet been identified, it is likely that the candidates who will be considered by Peet for appointment to the CIC Board and the boards in its group, will be executives, directors or nominees of Peet with appropriate experience, qualifications and skills for CIC and its business and to implement Peet’s strategies for CIC.

At the conclusion of the compulsory acquisition process, Peet intends to arrange for CIC to be removed from the official list of the ASX.

CIC offices

Peet currently intends to maintain CIC’s head office in Canberra and CIC’s other offices in Darwin and Adelaide.

Bidder’s Statement

(e) Operations and assets
(i) Peet intends to undertake a review of CIC’s operations, assets, structure and employees, in conjunction with CIC management. Peet intends to maintain the existing CIC business, leveraging off its skills and experience. Peet’s objective is to maximise synergies and opportunities available to it in relation to CIC.
(ii) Peet has no current intentions to dispose of any parts of CIC’s business.

(f) Employees

As outlined above, Peet will conduct a review of the operations, assets, strategy and employees of CIC in conjunction with CIC management.

Peet expects that there may be some corporate, managerial and operational duplication in Peet’s and CIC’s businesses, and as such certain positions may over time become redundant. Peet and CIC do not have operations in the same markets and therefore it is expected that there will be limited duplication in the development operations of the two businesses. However, until the review of CIC is complete, Peet cannot determine the scope of any staff changes. If there are any redundancies then it is expected that the relevant terms will be in line with applicable employment laws.

Colin Alexander (Chief Executive Officer and Managing Director of CIC) is expected to remain in his current role for a six month transitionary period. Following the transitionary period, Peet may negotiate an ongoing role with Mr Alexander.

4.5 Intentions upon acquisition of less than 90% of CIC Shares

This section sets out Peet’s intentions if Peet were to gain effective control of CIC, but not become entitled to compulsorily acquire the outstanding CIC Shares and CIC Share Options.

(a) ASX listing

Peet will, in circumstances where illiquidity and the Listing Rules permit, seek to remove CIC’s listing on the ASX.

CIC Shareholders should be aware that if CIC continues to be listed on the ASX, the decrease in the number of CIC Shares available for ASX trading may have a material adverse effect on their liquidity and market value.

(b) Directors

Subject to the Bid Implementation Agreement, the Corporations Act and CIC’s constitution, Peet intends to procure the appointment of all or a majority of the CIC Board after gaining effective control of CIC (and to requisition a meeting of CIC for that purpose if necessary). In respect of any CIC subsidiary or joint venture, where CIC has nominee directors, Peet may appoint its own nominees, which may include current CIC executives or directors.

Whilst replacement board members have not yet been identified, it is likely that the candidates who will be considered by Peet for appointment to the CIC Board and the boards in its group, as nominees will be executives, directors or nominees of Peet with appropriate experience,

Bidder’s Statement

qualifications and skills for CIC and its business and to implement Peet’s strategies for CIC to the extent possible and appropriate.

Pursuant to the terms of the Bid Implementation Agreement, as soon as practicable after the Offer becomes unconditional and for so long as Peet has a relevant interest in an aggregate of at least 50% of the total issued shares in CIC, CIC must use its best endeavours to allow Peet to nominate a majority of members to the CIC Board, provided that Peet will procure that its Representatives (including any directors appointed by Peet pursuant to the Bid Implementation Agreement) do not participate in decisions of CIC in relation to the Bid.

(c) Operations, assets and employees

If, following the end of the Offer Period, CIC becomes a controlled entity but not a wholly owned Subsidiary of Peet, it is the present intention of Peet to attempt to procure that CIC’s Board implements the objectives and goals outlined in section 4.4 to the extent possible and appropriate.

The extent to which Peet’s intentions for CIC described in section 4.4 may be realised, if CIC is a partly owned subsidiary of Peet, will be subject to:

the law, ASX Listing Rules, particularly in relation to related party transactions and conflicts of interest. For example, the Corporations Act prohibits a public company (such as CIC) from giving a financial benefit to a related party unless disinterested shareholders approve the transaction or a relevant exception (such as that for dealing on “arm’s length terms”) applies, and the ASX Listing Rules prohibit a listed company from acquiring or disposing of assets (whose value is 5% or more of the listed company’s equity interests) from or to a related party unless disinterested shareholders, with the benefit of an independent expert’s report, approve the transaction. Peet would be regarded as a related party for those purposes such that the possible requirements of minority CIC Shareholder approval may prevent a particular intention being achieved; and
the legal obligation of the then CIC Board to act for proper purposes and in the best interests of the CIC Shareholders as a whole.

(d) Dividends and funding

The payment of dividends by CIC will be at the discretion of the CIC Board, the majority of which would comprise Peet nominees. Peet intends that CIC should retain cash to fund the business and repay debt and therefore not pay a dividend if CIC were to become a part owned controlled entity of Peet.

As set out in section 8.9, if Peet were to gain effective control of CIC and waive all or any of the Defeating Conditions in paragraphs 10(e) (Banks’ waivers) and 10(l) (CBA Facility), there may be a requirement to repay certain facilities of CIC, members of the CIC Group or the Joint Ventures, and provide alternative funding to that contemplated in the CBA Facility. CIC may not be in a position to fund those repayments, refinance the facilities or provide the alternate funding.

While no decision has been made by Peet regarding the possible waiver of any Defeating Conditions in those circumstances (other than as specified in section 8.9), the extent of any such additional funding

Bidder’s Statement

required may be significant. That detail is not known to Peet with any certainty at this time. Any decisions regarding the most appropriate capital structure, and any additional funding requirements, will be made by the then CIC Board. If CIC were to meet its funding needs by raising equity capital, any shareholders in CIC at the time who do not participate, may have their shareholdings diluted.

(e) Limitations on intentions

To the extent that CIC does not become a wholly owned Subsidiary of Peet and there are minority CIC Shareholders, Peet intends that the directors of CIC appointed by it will act at all times in accordance with their fiduciary duties and that all requisite shareholder approvals and other legal requirements are complied with in pursuing any of the intentions outlined above.

Those requirements may require the approval of minority CIC Shareholders to the implementation of any particular objective.

The requirement to have regard to those fiduciary duties in the context of a partly owned company and the possible requirements of minority CIC Shareholder approval may prevent the particular objective being achieved.

It should be noted that Peet has not currently identified any particular initiative where these considerations may be relevant.

4.6 Intentions generally

Except for the changes and intentions set out in this section 4, Peet intends, based on the information presently known to it:

(a) to continue the business of CIC;
(b) not to make any major changes to the business of CIC or the deployment of CIC’s assets; and
(c) to continue the employment of CIC’s employees.

Bidder’s Statement

5 CIC share capital information

5.1 Capital structure

According to CIC, the total number of securities in CIC as at the date of this Bidder’s Statement is as follows:

(a) 125,791,118 CIC Shares; and
(b) 2,450,000 CIC Share Options.

5.2 Details of relevant interests in CIC securities

As at the date of this Bidder’s Statement, Peet has a relevant interest in the securities of CIC as set out below:

Class of securities	Total number in class	Relevant interest of Peet immediately before Bidder’s Statement lodged with ASIC	Relevant interest of Peet immediately before first Offer sent
CIC Shares	125,791,118	25,032,432 (19.9%)	25,032,432 (19.9%)

5.3 Details of voting power in CIC securities

As at the date of this Bidder’s Statement Peet’s relevant voting power in CIC is 19.9%.

Peet’s relevant voting power as at the date immediately before the first Offer is sent is approximately 19.9%.

5.4 Consideration provided for CIC securities during previous four months

Except for the CIC Shares acquired pursuant to the Pre-Bid Agreement outlined in section 8.7 below, Peet and its associates have not acquired or disposed of CIC Shares during the period of four months including on the day immediately before the date of the Offer.

5.5 Inducing benefits given during previous four months

Neither Peet nor any of its associates have, during the period of four months ending on the day immediately before the date of the Offer, given, offered or agreed to give, a benefit to another person where the benefit was likely to induce the other person, or an associate, to:

(a) accept the Offer; or
(b) dispose of CIC Shares,

which benefit was not offered to all holders of CIC Shares under the Offer.

Bidder’s Statement

6 Funding

6.1 Overview

The consideration payable by Peet for the acquisition of CIC Shares to which this Offer relates will be satisfied wholly in cash and, if the Offer is accepted in respect of all the CIC Shares, will be approximately A$76.2 million. Should holders of CIC Share Options exercise their rights to acquire CIC Shares and accept into the Offer, Peet has sufficient funds to pay those holders under the Offer, namely an additional A$720,000[5] .

6.2 Source of funds

Peet has announced on the ASX the following placements:

(a) an unconditional placement of its shares having an aggregate issue price of A$50.1 million which is expected to settle on 16 April 2013 (“ Unconditional Placement ”);
(b) a placement of its shares having an aggregate issue price of A$66.1 million (“ Conditional Placement ”) with settlement:
(i) conditional on the Bidder waiving certain Defeating Conditions; and
(ii) occurring on fourth Business Day after the day on which Bidder announces the waiver of those Defeating Conditions, provided that none of the remaining Defeating Conditions is breached prior to settlement and not waived by the Bidder.

On the first Business Day after the Defeating Conditions in paragraphs 10(a) (minimum acceptance), 10(e) (Banks’ waivers) and 10(l) (CBA Facility) are satisfied, Peet will waive all Conditions other than:

(i) the Condition in paragraph 10(c) (Placement Agreement not terminated);
(ii) the Condition in paragraph 10(j) (no Prescribed Occurrences);
(iii) any other Condition in respect of which the Bidder has publicly announced a breach or suspected breach;
(c) a A$8.0 million placement of its shares to any entity associated with the Chairman, Tony Lennon, subject to shareholder approval (“ Chairman’s Placement ”);
(d) a Share Purchase Plan to eligible shareholders capped at A$8.0 million. Under the Share Purchase Plan eligible shareholders will be invited to participate to a maximum of A$15,000 per shareholder (“ Share Purchase Plan ”).

The consideration for the Offer will be funded from the Unconditional Placement and Conditional Placement. The Unconditional Placement and the Conditional Placement are fully underwritten by the Underwriter pursuant to the Placement Agreement.

5 There are 1.2 million CIC Share Options that have a strike price below the Offer Price. Peet anticipates that the holders of the CIC Share Options that have a strike price at or above the Offer Price will not exercise their rights to acquire CIC Shares and accept into the Offer.

Bidder’s Statement

The funds available from the Unconditional Placement and Conditional Placement will be sufficient to fund the maximum consideration payable pursuant to the Offer including to holders of the CIC Share Options who exercise their rights to convert their options into CIC Shares and accept the Offer.

The funds from the Chairman’s Placement and the Share Purchase Plan are not required by Peet to fund the Offer. The funds raised from the these placements will be used as follows:

(a) to fund working capital and project delivery for Peet;
(b) debt reduction; and
(c) investment in other opportunities.

Funds will be available to Peet from the Unconditional Placement to support CIC’s repayment of CIC’s multi option facility dated 29 November 2012 with St George Bank Limited, if required in the circumstances referred to in section 8.9 (where Peet waives the Defeating Condition in section 10(e) (Banks’ waivers) in relation to CIC’s A$42 million multi option facility dated 29 November 2012).

6.3 Payment of consideration

On the basis of the arrangements outlined in this section 6 of this Bidder’s Statement, Peet considers that it has a reasonable basis for believing, and it does believe, that it will be able to pay the consideration required to CIC Shareholders who accept the Offer and to meet all other obligations associated with the Offer.

This Offer is subject to the Defeating Condition referred to in section 10(c) of this Bidder’s Statement, the terms of which are set out in the summary of the Placement Agreement contained in section 8.8.

Bidder’s Statement

7 Taxation considerations

7.1 Introduction

The following is an outline of the principal Australian income tax consequences applicable to a CIC Shareholder who disposes of CIC Shares under the Offer. This outline reflects the current provisions of the Income Tax Assessment Act 1936 ( Cwlth ) and the Income Tax Assessment Act 1997 ( Cwlth ) and the regulations made under those Acts, taking into account Peet’s understanding of the current administrative practices of the Australian Taxation Office. The outline does not otherwise take into account or anticipate changes in the law, whether by way of judicial decision or legislative action, nor does it take into account tax legislation of countries apart from Australia.

The following outline is not exhaustive of all possible Australian income tax considerations that could apply to CIC Shareholders. In particular, the summary is only relevant to those CIC Shareholders who hold their shares on capital account and it does not address all tax considerations applicable to CIC Shareholders who may be subject to special tax rules, such as banks, insurance companies, tax exempt organisations, superannuation funds, dealers in securities, CIC Shareholders which hold the CIC Shares on behalf of another person or CIC Shareholders who acquired their CIC Shares as part of an employee share scheme. For CIC Shareholders who are non-residents of Australia for tax purposes, it is assumed that the CIC Shares are not held and have never been held, as an asset of a permanent establishment of that CIC Shareholder in Australia.

This outline does not constitute tax advice. Each CIC Shareholder should consult their own tax adviser regarding the consequences of acquiring, holding or disposing of their CIC Shares, including the tax consequences of receiving the 2012 Final Dividend and the availability of the associated franking credits.

7.2 Taxation on the disposal of CIC Shares

If you accept the Offer, you will be treated as having disposed of your CIC Shares for Australian income tax purposes for consideration. The disposal of a CIC Share should constitute a capital gains tax (CGT) event.

7.3 Australian resident CIC Shareholders

You may realise a capital gain in connection with the disposal of a CIC Share to the extent that the amount you receive (or will receive) for the disposal of that CIC Share is more than the cost base of that CIC Share. You may realise a capital loss to the extent that the amount you receive (or will receive) is less than the reduced cost base of the CIC Share. Capital losses can usually only be offset against capital gains you realise in the same income year or in later income years.

The cost base of a CIC Share should be the total amount you paid for the CIC Share, your acquisition costs and limited other costs relating to the holding and disposal of the CIC Share, to the extent to which you have not claimed an income tax deduction for such costs. The reduced cost base of a CIC Share is usually determined in a similar, but not identical, manner. There are a number of circumstances which may result in your cost base or reduced cost base being calculated in a different manner to that outlined above. We recommend that you consult your tax adviser to confirm the cost base or reduced cost base of your CIC Shares.

Any net capital gain should be included in your assessable income for that income year. Broadly, your net capital gain in respect of an income year will be calculated by aggregating all of your capital gains realised in that income year and reducing that amount by your capital losses realised in that income year and

Bidder’s Statement

any available net capital losses from prior years. Indexation or a CGT discount may be available to reduce the taxable gain for certain CIC Shareholders.

CIC Shareholders who are individuals, trusts or complying superannuation funds and who acquired their CIC Shares at or before 11.45 am on 21 September 1999 may be entitled to index the cost base of their CIC Shares. Indexation increases the cost base of the CIC Shares by a specified rate. The effect of indexation on the cost base is not taken into account unless a capital gain is made.

CIC Shareholders who are individuals, trusts or complying superannuation funds may also be eligible for discount capital gains treatment in respect of a CIC Share if they have held that CIC Share for at least 12 months. The discount rate is 50% for individuals and trusts, and 33 ⅓% for complying superannuation funds. Companies are not eligible for discount capital gains treatment, nor are CIC Shareholders who acquired their CIC Shares before 21 September 1999 and choose to include indexation when calculating the cost base of their shares.

The above comments will not apply to you if you buy and sell shares in the ordinary course of business, or if you acquired the shares for resale at a profit. In those cases, any gain is generally taxed as ordinary income. We recommend that those CIC Shareholders seek their own tax advice.

7.4 Non-resident CIC Shareholders

If you are not a resident of Australia for income tax purposes, you will generally not have to pay Australian tax on any capital gain when you dispose of your CIC Shares, unless both of the following requirements are satisfied:

(a) you hold a “non-portfolio interest” in CIC; and
(b) the CIC Shares pass the “principal asset test”.

If either element is absent, any capital gain made on the disposal of your CIC Shares should not be subject to income tax in Australia.

You will hold a “non-portfolio interest” in CIC if you (together with your associates) own, or owned, throughout a 12 month period during the two years preceding the sale of your CIC Shares, 10% or more of (broadly) all of the shares in CIC.

Broadly, the CIC Shares would pass the “principal asset test” if the market value of CIC’s direct and indirect interests in Australian land (including leases and mining rights) is more than the market value of its other assets at the time you accept the Offer. Detailed calculations are necessary to determine the results of the “principal asset test”.

If you hold a “non-portfolio interest” in CIC, you should contact CIC to determine if the Shares would pass the “principal asset test”.

If you buy and sell shares in the ordinary course of business, or acquired the shares for resale at a profit, any gain could be taxed in Australia as ordinary income and not as a capital gain (subject to any relief available under a double tax treaty that Australia has concluded with your country of residence). Again, you should seek your own tax advice.

You should seek advice from your tax adviser as to the taxation implications of accepting the Offer in your country of residence.

7.5 Stamp duty

Any stamp duty payable on the transfer of CIC Shares to Peet pursuant to the Offer will be paid by Peet.

Bidder’s Statement

7.6 GST

You will not be required to pay Australian goods and services tax on the disposal of your CIC Shares.

Bidder’s Statement

8 Additional information

8.1 Regulatory matters

( ASIC modifications and exemptions ) Peet has not obtained from ASIC any modifications or exemptions from the Corporations Act in relation to the Offer.

8.2 Broker handling fee arrangements

As at the date of this Bidder’s Statement, Peet had not made a decision as to whether to offer to pay a commission to brokers who solicit acceptances of the Offer by a CIC Shareholder. However, Peet reserves the right to introduce such an arrangement.

8.3 Institutional acceptance facility

As at the date of this Bidder’s Statement, Peet has not made a decision as to whether to introduce an institutional acceptance facility in connection with the Offer. However, Peet reserves the right to introduce such a facility.

8.4 Consents

(a) Consenting parties

Each of the parties named in the table below as consenting parties:

(i) has given and has not, before the date of this Bidder’s Statement, withdrawn its written consent to be named in this Bidder’s Statement in the form and context in which it is named;
(ii) does not make, or purport to make, any statement in this Bidder’s Statement other than those statements referred to below in respect of that party’s name (and consented to by that party); and
(iii) to the maximum extent permitted by law, expressly disclaims, makes no representation regarding and takes no responsibility for any statements in or omissions from this Bidder’s Statement.

Consenting party	Statement
CIC	Target and inclusion of certain statements
King & Wood Mallesons	Role as legal adviser
Merrill Lynch International (Australia) Limited	Role as financial adviser and underwriter
Computershare Investor Services Pty Limited	Role as share registrar

(b) Statements based on documents announced by CIC to the ASX

This Bidder’s Statement includes statements which are made in, or based on statements made in, documents lodged with ASIC or given to the ASX. Under the terms of ASIC Class Order 01/1543, the parties making those statements are not required to consent to, and have not consented to, inclusion of those statements in this Bidder’s Statement. If you would like to receive a copy of any of those documents, or the relevant parts of the documents containing the statements, free of charge during the Offer Period, please contact the Offer information line

Bidder’s Statement

on 1300 764 218 (callers in Australia) or +61 3 9415 4272 (callers outside Australia) between 9:00am and 5:00pm (Sydney time) on Business Days.

In addition, as permitted by ASIC Class Order 07/429, this Bidder’s Statement contains security trading data sourced from IRESS without its consent. In addition, as permitted by ASIC Class Order 03/635, this Bidder’s Statement may include or be accompanied by certain statements:

fairly representing a statement by an official person; or
from a public official document or a published book, journal or comparable publication.

8.5 Due diligence

For the purpose of confirming its assessment whether or not to acquire all of the CIC Shares, Peet was given access by CIC to certain information concerning CIC Group which has not been disclosed generally to CIC Shareholders. None of the information to which Peet was given access, and which has not since been publicly disclosed, is:

(a) in the opinion of Peet, of such a nature and quality which, if the information were generally available, a reasonable person would expect to have a material effect on the price or value of CIC Shares; or
(b) in the opinion of Peet and except as disclosed in this Bidder’s Statement, would otherwise be material to a decision by a CIC Shareholder whether or not to accept an Offer.

However, the fact that Peet’s decision to make the Offer was confirmed by its review of the information to which it had access may itself be regarded as information material to the decision of a CIC Shareholder whether or not to accept an Offer.

8.6 Bid Implementation Agreement

Peet and CIC entered into a Bid Implementation Agreement on 10 April 2013 in which Peet and CIC have agreed to co-operate with each other in relation to the Offer. A summary of certain key terms of the Bid Implementation Agreement is set out below. This summary does not purport to be exhaustive or constitute a definitive statement of the rights and liabilities of each of Peet and CIC under the Bid Implementation Agreement. The full terms of the Bid Implementation Agreement can be viewed in the announcement made by Peet on the ASX in connection with the Offer on the Announcement Date and is available at www.asx.com.au.

Under the Bid Implementation Agreement:

Peet has agreed to make the Offer to all CIC Shareholders in respect of all of their CIC Shares; and
both Peet and CIC have agreed to procure that its Representatives work in good faith and in a timely and co-operative fashion with the other party to implement the Offer.

Bidder’s Statement

(a) Offer conditions

The Offer and any contract resulting from acceptance of the Offer is subject to the fulfilment of the Defeating Conditions.

(b) Termination

Either party may terminate the Bid Implementation Agreement if:

(i) if the other party is in material breach of the Bid Implementation Agreement and that breach is not remedied by that other party within 5 Business Days of it receiving notice from the first party of the details of the breach and the first party’s intention to terminate;
(ii) if Peet withdraws the Offer as permitted by the Corporations Act for any reason including non-satisfaction of a Defeating Condition; or
(iii) if there is a material breach of a representation or warranty by the other party; or
(iv) if a Court or other Regulatory Authority has issued a final and non-appealable order, decree or ruling or taken other action which permanently restrains or prohibits the Offer.

The Bid Implementation Agreement may be terminated by Peet by notice in writing to CIC if:

(i) a Superior Proposal is made or publicly announced for CIC by a third party;
(ii) a majority of the CIC Board does not recommend the Offer be accepted by CIC Shareholders or having recommended the Offer, withdraws or adversely modifies its recommendation of the Offer;
(iii) a person (other than Peet or its associates) has a relevant interest in more than 10% of the CIC Shares on issue (other than existing CIC Shareholders who at the date of this agreement hold a relevant interest in more than 10% of the CIC Shares on issue);
(iv) a Material Adverse Change or a Prescribed Occurrence occurs; or
(v) any member of the CIC Group becomes Insolvent.
(c) Exclusivity

The Bid Implementation Agreement contains certain clauses which provide that CIC and its Related Bodies Corporate and Associates, without the prior written consent of Peet, for a period of 120 days from 10 April 2013 (or earlier if the Offer or the Bid Implementation Agreement terminates), must not in any manner and subject to the fiduciary duties of the CIC Board, solicit any Competing Proposals, will not participate in discussions in relation to any Competing Proposal and will not solicit or facilitate any due diligence on CIC.

Bidder’s Statement

(d) Matching right

CIC must inform Peet of a Superior Proposal and allow Peet a right to match that proposal with a proposal that is more favourable to CIC Shareholders.

(e) Compensation

The Bid Implementation Agreement requires CIC to pay a compensating amount of A$750,000 to Peet in the following circumstances:

(i) a third party acquires or agrees with CIC to acquire the whole or a substantial part of the assets of CIC;
(ii) any director of CIC, other than Mr Colin John Alexander and Mr Maurice William Loomes, does not recommend accepting the Offer to CIC Shareholders or, having recommended it, withdraws or adversely modifies his or her recommendation of the Offer or approves or recommends or makes an announcement in support of a Competing Transaction or announces an intention to do any of these acts unless the Bid Implementation Agreement has already been terminated by CIC;
(iii) the Bid Implementation Agreement is terminated by Peet because:
(A) an event or circumstance under the control of CIC occurs which constitutes a Material Adverse Change; or
(B) a Prescribed Occurrence occurs;
(iv) Peet terminates the Bid Implementation Agreement following a material breach by CIC, and that breach is not remedied within 5 Business Days of it receiving notice from Peet of the details of the breach and Peet’s intention to terminate;
(v) CIC is in breach of the exclusivity undertakings and does not cease the conduct which caused the breach within one Business Day following written notice from Peet outlining the nature of the breach;
(vi) where the Offer does not proceed because of a Superior Proposal;
(vii) CIC or any of its directors does (or omits to do) anything which results in any of the Defeating Conditions in section 10(d) ( No distributions by CIC ) and (g) ( no material acquisitions, disposals or new commitments ) being breached, where that breach is not remedied within 3 Business Days following written notice from Peet outlining the nature of the breach and Peet does not declare the Offer free of the breached condition (which Peet is under no obligation to do).

The Bid Implementation Agreement also requires Peet to pay a compensating amount of A$750,000 to CIC in the following circumstances:

(i) CIC terminates the Bid Implementation Agreement following a material breach by Peet, and that breach is not remedied within 5 Business Days of it receiving notice from CIC of the details of the breach and CIC’s intention to terminate;

Bidder’s Statement

(ii) a failure by Peet to use all reasonable endeavours to procure, within the extent of its powers, the fulfilment of the bid conditions, where for at least 3 Business Days following written notice from CIC to that effect, Peet continues to fail to use reasonable endeavours;
(iii) Peet is in breach of its obligations to CIC regarding the Placement and does not remedy that breach within 3 Business Days following written notice from CIC outlining the nature of the breach;
(iv) the Placement Agreement is terminated by the Underwriter because of a material adverse change in, or an event occurs which gives rise to, or is likely to give rise to, a material adverse change in the condition (financial or otherwise), assets, earnings, business, affairs, results of operations, management or prospects of Peet from that existing at the date of the Placement Agreement.
(f) Nomination rights

Pursuant to the terms of the Bid Implementation Agreement, CIC is obliged to allow Peet to nominate members to the CIC Board on the basis set out in section 4.5(b) of the Bidder’s Statement.

(g) Interim trading covenants

Pursuant to the terms of the Bid Implementation Agreement, CIC is obliged to consult with Peet on certain matters up until the earlier of the end of the Offer Period and the date the Bid Implementation Agreement is terminated.

(h) CIC Shares Options

Pursuant to the terms of the Bid Implementation Agreement, CIC is obliged to co-operate with Peet in relation to the CIC Share Options on the basis set out in section 4.3 of the Bidder’s Statement.

8.7 Pre-Bid Agreement

(a) Accepting the Offer

On 10 April 2013 Peet entered into a pre-bid agreement with GPG in terms of which GPG agreed to accept the Offer in respect of 25,032,432 shares in CIC, for a price of A$0.60 per share, representing a 19.9% stake in CIC (“ Pre-Bid Agreement ”).

(b) Sale alternative

The obligations of GPG to accept the Offer will expire and terminate on the first to occur of the following events:

(i) if the Offer is not announced by 9.30am on 11 April 2013;
(ii) Peet withdraws the Offer; and
(iii) Peet does not declare the Offer free of all conditions by 17 May 2013. This date can be extended although to do so would require the consent of GPG and the Underwriter who are not obliged to do so.

Bidder’s Statement

If that happens then GPG will sell to Peet, those shares at the same price, subject to the condition precedent that:

(iv) Peet announces a Bid at an offer price of no less than the A$0.60 by no later than 9.30am on 11 April 2013, and the Bid is not withdrawn prior to 18 April 2013; and
(v) Peet successfully completes the Unconditional Placement by 18 April 2013.
(c) Public Announcement by GPG

Subsequent to the Pre-Bid Agreement being signed, GPG announced on 10 April 2013 that it intends to accept the Offer for its entire shareholding in CIC on or before 7 May 2013, subject to there being no superior proposal at that time.

8.8 Placement Agreement

The Placement Agreement concerns the underwriting by the Underwriter of the placement of shares in Peet to institutional investors through the Unconditional Placement and Conditional Placement.

(a) Conditions precedent

The Placement Agreement contains certain conditions, the following of which, among others, remain unsatisfied as at the date of this Bidder’s Statement:

(i) underwriting of the Unconditional Placement being conditional on the Pre-Bid Agreement having been entered into and not being withdrawn, terminated, rescinded or varied without the consent of the Underwriter before Peet or any of its Related Bodies Corporate becomes the beneficial owner of the securities the subject of the Pre-Bid Agreement; and
(ii) underwriting of the Conditional Placement is conditional on all Defeating Conditions being satisfied or waived, or the Offer otherwise becoming unconditional.
(b) Termination

The Placement Agreement contains certain events of termination, including:

(i) ( ASX approval ) Unconditional approval (or conditional approval, provided such condition would not, in the reasonable opinion of the Underwriter, have a material adverse effect on the success or settlement of the Unconditional Placement or the Conditional Placement) by ASX for official quotation of:
(A) the securities for the Unconditional Placement (“ Unconditional Placement Securities ”); or
(B) the securities for the Conditional Placement (“ Conditional Placement Securities ”),

is refused, or is not granted before:

Bidder’s Statement

(D) the settlement date for the Conditional Placement (“ Second Settlement Date ”),

respectively (or such later date agreed in writing by the Underwriter at its absolute discretion), or is withdrawn on or before:

(E) the issue date of the securities for the Unconditional Placement (“ First Issue Date ”); or
(F) the issue date of the securities for the Conditional Placement (“ Second Issue Date ”),

respectively.

(ii) ( Listing ) Peet ceases to be admitted to the official list of ASX.
(iii) ( Suspension ) Either:
(A) trading in Placement Securities on the financial market operated by ASX is suspended:
- (aa) for such number of trading days that Peet is unable to rely on section 708A(5) for the Unconditional Placement or the Conditional Placement; or
- (ab) at any time during the two trading days before each of the First Settlement Date and the Second Settlement Date; or
(B) the Placement Securities of Peet cease to be officially quoted by ASX (which, for the avoidance of doubt, does not include a trading halt requested for the purposes of the Unconditional Placement and the Conditional Placement with the prior approval of the Underwriter).
(iv) ( Placement Timetable ) Any event specified in the Placement Timetable for the Unconditional Placement and Conditional Placement is delayed and such delay would result in a delay of more than one Business Day in the First Settlement Date or the Second Settlement Date, each specified in the Placement Timetable, without the Underwriter's prior written consent.
(v) ( Insolvency ) Any one of the following occurs:
(A) Peet or any member of the Peet Group that is material in the context of the business of the Peet Group:
- (aa) being or stating that it is unable to pay its debts as and when they fall due; or
- (ab) failing to comply with a statutory demand;
(B) any step being taken towards:
- (aa) the appointment of a liquidator, provisional liquidator, administrator, receiver, receiver and manager or other similar official in relation to, or to any property of, Peet or any member of the Peet Group that is material in the context of the business of the Peet Group; or

Bidder’s Statement

  - (ab) Peet or any member of the Peet Group that is material in the context of the business of the Peet Group being wound up or dissolved or entering into a scheme, moratorium, composition or other arrangement with, or to obtain protection from, its creditors or any class of them or an assignment for the benefit of its creditors or any class of them;

(C) circumstances existing which would permit a presumption of insolvency in relation to Peet or any member of the Peet Group that is material in the context of the business of the Peet Group under section 459C(2) of the Corporations Act; or
(D) anything analogous or having a substantially similar effect occurring in relation to Peet or any member of the Peet Group that is material in the context of the business of the Peet Group.
(vi) ( Unauthorised alterations ) Without the prior written consent of the Underwriter, which consent shall not be unreasonably withheld or delayed, Peet (or any of its Related Bodies Corporate) alters its share capital (except as contemplated by the Placement Agreement) or its constitution in any material respect.
(vii) ( Placement disclosure materials ) A statement contained in the launch announcement, the investor presentation released on 11 April 2013, the first Appendix 3B, the second Appendix 3B, the first cleansing notice, the second cleansing notice (“ Placement Materials ”) is or becomes false, misleading or deceptive in a material particular (including, without limitation, misleading representations within the meaning of section 769C(1) of the Corporations Act) or a matter required by the Corporations Act to be included in the Placement Materials for the Placement is omitted from the Placement Materials.

(viii) ( Prescribed Occurrence )

(A) A Prescribed Occurrence (as referred to in section 652C of the Corporations Act) occurs in relation to CIC and its Related Bodies Corporate or the Offer, except that an issue of shares or granting of an option over shares, or agreement to making such an issue or granting such an option by a member of the CIC Group will not be a Prescribed Occurrence if the shares are issued or agreed to be issued on the exercise of options on issue at the Announcement Date, or in the ordinary course of business under existing employee or director share plans of the CIC Group; or
(B) CIC Group declares or pays a distribution or dividend (other than the 2012 Final Dividend);
(ix) ( Offer conditions ) Peet amends, varies or waives any Offer condition or changes the Offer Price without the prior written consent of the Underwriter other than where Peet declares the Offer unconditional at a time when it has a relevant interest in 50% or more (by number) of CIC Shares.

Bidder’s Statement

(x)	(Pre-Bid Agreement) The Pre-Bid Agreement is withdrawn,
	terminated, rescinded or varied without the consent of the
	Underwriter.
(xi)	(Application) There is an application to a Government Agency
	(other than the Takeovers Panel) for an order, declaration or
	other remedy in connection with the Offer or the Placement (or
	any part of the Offer or the Unconditional Placement or the
	Conditional Placement), or the Takeovers Panel makes a
	decision to hear an application for (or that might result in) an
	order, declaration or other remedy that results in an increase in
	the Offer Price, a cost, penalty or other financial liability of Peet
	in each case which results in the increased funding need for
	Peet, or any agreement entered into in respect of the Offer or
	the Unconditional Placement or the Conditional Placement (or
	any part of the Offer or the Unconditional Placement or the
	Conditional Placement) which application is not withdrawn by
	the applicant or rejected by the relevant Government Agency by
	the First Settlement Date or Second Settlement Date under the
	Unconditional Placement or the Conditional Placement
	respectively.
(xii)	(Breach) Peet fails to perform or observe any of its obligations
	under the Placement Agreement (provided that a breach arising
	through a failure to meet the Placement Timetable will not give
	the Underwriter a right to terminate under this termination event)
	or any representation or warranty given or made by it under the
	Placement Agreement proves to be, or has been, or becomes
	untrue or incorrect.
(xiii)	(Compliance) A contravention by Peet of any provision of its
	constitution, the Corporations Act or any requirement, order or
	request made by or on behalf of ASX or ASIC or any other
	Government Agency or any other applicable law (except to the
	extent that compliance has been waived, or an exemption
	granted, by a Government Agency having authority to do so).
(xiv)	(Material adverse change) There is a material adverse change
	in, or an event occurs which gives rise to, or is likely to give rise
	to, a material adverse change in the condition (financial or
	otherwise), assets, earnings, business, affairs, results of
	operations, management or prospects of Peet from that existing
	at the date of the Placement Agreement.
(xv)	(ASIC Investigation) ASIC or any other regulatory body:

(A) holds, or gives notice of intention to hold, a hearing or investigation into Peet or any member of the Peet Group in relation to the Unconditional Placement or the Conditional Placement under the Corporations Act or the Australian Securities and Investments Commission Act 2001 (Cth); or
(B) commences or gives notice of an intention to commence a prosecution of Peet or any member of the Peet Group or any director, officer, employee or agent of Peet in relation to the Unconditional Placement or the Conditional Placement.

(xvi) (Bidder’s Statement disclosures ) Under the Offer, a statement contained in the Bidder's Statement is or becomes false,

Bidder’s Statement

misleading or deceptive in a material particular (including, without limitation, misleading representations within the meaning of section 769C(1) of the Corporations Act), there is a material variation in the terms of the Offer, or a matter required by the Corporations Act to be included in the Bidder's Statement is omitted from the Bidder's Statement.

(xvii) ( Director ) A change in the Chief Executive Officer and Managing Director or the board of directors of Peet occurs or a director of Peet:
(A) is charged with an indictable offence relating to any financial or corporate matter or any regulatory body commences any public action against the director in his or her capacity as a director of Peet or announces that it intends to take any such action; or
(B) is disqualified from managing a corporation under sections 206B, 206C, 206D, 206E, 206F or 206G of the Corporations Act.
(xviii) ( Material Adverse change in financial markets ) There occurs any material adverse change or disruption to the political or economic conditions or financial markets in Australia or the international financial markets or any change or development involving a prospective material adverse change in national or international political, financial or economic conditions.
(xix) ( Change in law or policy ) There is introduced into the Parliament of the Commonwealth of Australia or any State or Territory of Australia a new law, or any new regulation is made under any law, (or such law or prospective law is publicly proposed to be introduced), or the Reserve Bank of Australia or a Government Agency adopts a policy, or there is any official announcement on behalf of the Government of the Commonwealth of Australia, any State or Territory of Australia or a Government Agency that such a law or regulation will be introduced or policy adopted (as the case may be), any of which does or is likely to prohibit, restrict or regulate the Offer, Unconditional Placement or the Conditional Placement, capital issues, takeovers, the level or likely level of participation in the Offer, the Unconditional Placement or the Conditional Placement, the settlement of the Unconditional Placement or the Conditional Placement or the Australian stock market.
(xx) ( Hostilities ) Hostilities not presently existing commence (whether war has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or not) involving Australia, or a significant terrorist act is perpetrated in Australia or any diplomatic or political establishment of Australia elsewhere in the world, or a national emergency is declared by Australia.
(xxi) ( Banking moratorium ) A general moratorium on commercial banking activities in Australia is declared by the Reserve Bank of Australia, or there is a material disruption in commercial banking or security settlement or clearance services in Australia.
(xxii) ( Market disruption ) Trading of all securities quoted on ASX is suspended, or there is a material limitation in trading, for more than two Business Days on which ASX is open for trading.

Bidder’s Statement

No event listed in paragraphs (xii) to (xxii) above will entitle the Underwriter to exercise its termination rights unless, in the reasonable opinion of the Underwriter it:

(i) has, or could reasonably be expected to have, a material adverse effect on:
(A) the success of the Unconditional Placement or the Conditional Placement or the willingness of persons to apply for Unconditional Placement Securities or Conditional Placement Securities at the issue price per Placement Security;
(B) the ability of the Underwriter to market or promote the Unconditional Placement or the Conditional Placement or the practicability of enforcing contracts to sub-underwrite or subscribe for Unconditional Placement Securities or Conditional Placement Securities; or
(C) the price at which the Unconditional Placement Securities or Conditional Placement Securities are sold on the ASX; or
(ii) could be expected to give rise to:
(A) a liability of the Underwriter under the Corporations Act or any other applicable law; or
(B) a contravention by the Underwriter of, or the Underwriter being involved in a contravention of, the Corporations Act or any other applicable law.

If the Underwriter terminates the Placement Agreement, among other things, its obligations will immediately end and neither it nor its affiliates or any subscribers under the Conditional Placement or the Unconditional Placement (as applicable) will have any obligation to subscribe for Placement Securities beyond the date of termination.

8.9 Banking facilities and consents

Peet was given access by CIC to certain information concerning CIC Group which has not been disclosed generally to CIC Shareholders. Due diligence established that certain facility agreements exist in relation to CIC’s land development activities.

(a) Westpac Banking Corporation

Westpac Banking Corporation is the financier for the Googong Project, one of CIC’s land development projects.

Under the Westpac A$ Facilities Agreement for the Googong Project, a change of control in respect of the ultimate parent company will constitute an event requiring review and the parties must negotiate in good faith. However if an agreement cannot be reached then the borrower must repay in full and cancel any undrawn commitment. At the date of this Bidder’s Statement, the consent from Westpac Banking Corporation to the change of control, which will arise as a result of Peet’s Offer, remains outstanding as the request must come from a Joint Venture not controlled by CIC.

Bidder’s Statement

If the consent were not obtained and the Defeating Condition were waived, the borrower would be obliged to repay the facility to the extent that it has been drawn.

(b) St George Bank Limited

St George Bank Limited is the financier under a multi option facility with CIC dated 29 November 2012, the Quayside Construction Facility and the Crace Construction Loan Facilities.

Under these facilities, a change of control in respect of CIC will constitute an event of default which would require the borrower to repay in full and cancel any undrawn commitment. At the date of this Bidder’s Statement, the consent from St George Bank Limited to the change of control, which will arise as a result of Peet’s Offer, remains outstanding.

If the consent were not obtained from the bank and the Defeating Condition were waived by Peet:

(i) CIC would be obliged to repay the multi option facility to the extent that it has been drawn;
(ii) CIC would be obliged to repay the Quayside Construction Facility to the extent that it has been drawn;
(iii) Crace Joint Venture and Crace Developments Pty Limited would be obliged to repay the Crace Construction Loan Facilities to the extent that it has been drawn.

Discussions have been held with St George Bank Limited regarding the waivers sought. These discussions are continuing and based on those discussions, there can be no assurance that the waiver sought for the multi option facility will be granted.

If St George Bank Limited waives its rights under CIC’s A$42 million multi option facility dated 29 November 2012 in respect of a change in control of CIC but imposes a condition to that waiver that the waiver ceases to apply if Peet becomes entitled to proceed to compulsory acquisition of the outstanding CIC Shares and CIC Share Options, Peet will waive the Defeating Condition contained in section 10(e) (Banks’ waivers) in relation to CIC’s A$42 million multi option facility dated 29 November 2012. Other than in that limited circumstance, no decision has been made yet by Peet regarding waiving any Defeating Conditions.

If Peet makes a decision to waive the Defeating Condition contained in section 10(e) (Banks’ waivers) in relation to CIC’s A$42 million multi option facility dated 29 November 2012 where Peet gains effective control of CIC, but does not become entitled to compulsorily acquire the outstanding CIC Shares and CIC Share Options, it will provide supplementary disclosure at that time. The disclosure will include all relevant information known to Peet about the continuance of CIC’s A$42 million multi option facility dated 29 November 2012, and the funding required should it then be required to be repaid. In any event Peet will make such supplementary disclosure no later than the date for giving a notice on the status of the conditions as required by section 630(1) of the Corporations Act. Currently that date is 17 May 2013 although it is subject to variation in accordance with section 630(2) of the Corporations Act in the event that the Offer Period is extended.

Bidder’s Statement

Loan agreements are currently being finalised with the Commonwealth Bank of Australia (“ CBA ”) to provide a debt facility of A$17 million to CIC-LDC Pty Ltd to fund the development of the CDU Joint Venture. The draft agreement Peet has had sight of includes a change of control clause.

If the loan agreement entered into includes a change of control clause, triggering a repayment obligation as a result of the Offer or the acquisition of CIC Shares by Peet, the waiver sought were not obtained and the Defeating Condition in section 10(l) (CBA Facility) were waived by Peet, CIC-LDC Pty Ltd would be obliged to repay the facility to the extent that it has been drawn. If the loan agreement is not entered into before the end of the Offer Period and Peet waives the Defeating Condition contained in section 10(l) (CBA Facility), then the CDU Joint Venture would not have sufficient funds to proceed with its development in the manner intended, unless alternate funding is sourced.

8.10 Dividends

Under the terms of the Offer, CIC may pay the 2012 Final Dividend without any reduction being made by Peet to the Offer Price. If CIC announces, declares or pays:

(a) any dividend or distribution (other than the 2012 Final Dividend), Peet will be entitled to reduce the Offer Price by the amount of any such dividend or distribution; and
(b) any dividend or distribution (other than the 2012 Final Dividend or any dividend or distribution announced, declared or paid with the prior written consent of Peet), Peet will have a right to withdraw the Offer as this will trigger the Defeating Condition contained in section 10(d) (no distributions by CIC).

8.11 Other Information

Except as set out above and elsewhere in this Bidder’s Statement, there is no other information that is:

(a) material to the making of a decision by a CIC Shareholder whether or not to accept an Offer; and
(b) known to Peet,

that has not previously been disclosed to the CIC Shareholders.

Bidder’s Statement

9 Terms of the Offer

9.1 Offer

Peet offers to acquire all of your CIC Shares, together with all Rights attaching to them, on the following terms and conditions. This Offer relates to CIC Shares that exist or will exist at the Register Date and extends to any CIC Shares that are issued between the Register Date and the end of the Offer Period as a result of the exercise of CIC Share Options.

You may accept the Offer for all or part of your CIC shareholding . Different holdings may accept this Offer in different ways.

By accepting the Offer, you undertake to transfer to Peet the CIC Shares to which this Offer relates and all Rights attached to those CIC Shares (see sections 9.5(d) and 9.5(e)).

9.2 Consideration

(a) Offer Price

The consideration offered for each CIC Share is A$0.60 cash per CIC Share, subject to possible adjustments as described in this section 9.

In accordance with sections 9.2(b), 9.5(d) and 9.5(e), Peet may adjust the Offer Price downwards in certain circumstances.

(b) Distribution and entitlements

Peet will be entitled to all Rights declared, paid or made by CIC or which arise or accrue after the Announcement Date in respect of the CIC Shares acquired by Peet under this Offer.

If for any reason Peet does not receive any such Rights, Peet will, to the extent permitted by applicable law, be entitled to reduce the cash consideration payable pursuant to section 9.2(a) by the amount or value of those Rights as reasonably assessed by Peet.

9.3 Offer Period

The Offer will, unless withdrawn, remain open for acceptance during the period commencing on the date of the Offer, being 16 April 2013, and ending at 7.00pm (Sydney time) on:

(a) 24 May 2013; or
(b) any date to which the period of the Offer is extended in accordance with the Corporations Act,

whichever is the later.

9.4 How to accept the Offer

(a) Acceptance Forms

Acceptances must be received in the manner specified in this section 9.4 prior to the Closing Date.

Bidder’s Statement

(b) All of or part of your holding

The Offer is for all or part of your CIC Shares. However, if you wish to sell only part of your CIC Shares, you must specify the number of CIC Shares.

(c) Acceptance procedure for CIC Shareholders on the CIC Australian Share Register

The acceptance procedure will depend on whether your CIC Shares are held in a CHESS Holding or an Issuer Sponsored Holding (your personalised Acceptance Form outlines which type of holding you have):

(i) If you hold your CIC Shares in an Issuer Sponsored Holding ( your SRN starts with an “I” ): to accept this Offer you must complete and sign your personalised Acceptance Form in accordance with the instructions on the form and lodge it by returning it (together with any other required documents described on the form) at an address given in section 9.4(c)(v) so that your acceptance is received before the end of the Offer Period.
(ii) If your CIC Shares are held in separate holdings : if your CIC Shares are in separate holdings, you will need to take action under sections 9.4(c)(i) and/or 9.4(c)(iii) in relation to each holding if you wish to accept the Offer for all or part of your CIC Shares across those holdings.
(iii) If you hold your CIC Shares in a CHESS Holding ( your HIN starts with an “X ”) you must comply with the ASX Settlement Operating Rules.

To accept this Offer in accordance with the ASX Settlement Operating Rules you have one of the following three choices:

(A) instruct your Controlling Participant (usually your broker) to initiate acceptance of this Offer on your behalf in accordance with Rule 14.14 of the ASX Settlement Operating Rules in sufficient time for this Offer to be accepted before the end of the Offer Period; or
(B) complete and sign your personalised Acceptance Form and send it (together with any other required documents described on the form) directly to your Controlling Participant (usually your broker) in sufficient time for this Offer to be accepted before the end of the Offer Period, with instructions to initiate acceptance of this Offer on your behalf in accordance with Rule 14.14 of the ASX Settlement Operating Rules before the end of the Offer Period; or
(C) complete and sign your personalised Acceptance Form and send it to Peet at an address indicated in section 9.4(c)(v) so that your Acceptance Form is received before 7.00pm Sydney time on the second last Business Day of the Offer Period. This will authorise Peet to instruct your Controlling Participant (usually your broker) to initiate acceptance of this Offer on your behalf.

Bidder’s Statement

(iv) If you are a broker or another Participant : to accept this Offer you must initiate acceptance in accordance with the requirements of the ASX Settlement Operating Rules before the end of the Offer Period.
(v) Address for Acceptance Forms to share registrar

Computershare Investor Services Pty Limited

GPO Box 52, Melbourne, Victoria, 3001, Australia

A reply-paid envelope (not able to be used by CIC Shareholders outside Australia) is enclosed for your convenience.

The transmission of your personalised Acceptance Form and other documents is at your own risk.

(vi) Acceptance Form

Your personalised Acceptance Form which accompanies this Offer forms part of this Bidder’s Statement. Subject to section 9.4(e), you must also comply with the requirements set out in your personalised Acceptance Form to accept this Offer.

(d) Power of attorney, deceased estate

When accepting this Offer, you should also forward to Peet’s share registrar for inspection (at the address given in section 9.4(c)(v)):

(i) if your personalised Acceptance Form is executed by an attorney - a certified copy of the power of attorney; or
(ii) if your personalised Acceptance Form is executed by the executor of a will or the administrator of the estate of a deceased CIC Shareholder - a certified copy of the relevant grant of probate or letters of administration.

(e) When acceptance is complete

Acceptance of this Offer will not be complete until the requirements of this section 9.4 have been met, including (where required) your Acceptance Form having been received at the address set out in section 9.4(c)(v), provided that:

(i) Peet may in its sole discretion and without notice to you waive any or all of those requirements at any time (including but not limited to requirements in relation to the manner or method of acceptance, or the deadline for receipt of acceptances specified under sections 9.4(a) and 9.4(c)); and
(ii) where such requirements have been complied with in respect of some but not all of your CIC Shares, Peet may, in its sole discretion, deem your acceptance of this Offer complete in respect of those CIC Shares for which the requirements have been complied with but not in respect of the remainder (unless Peet waives those requirements in accordance with section 9.4(e)(i)).

Bidder’s Statement

Where Peet elects to waive any requirement of this section 9.4, your acceptance of this Offer will be complete regardless of any failure by you to comply with the waived requirement.

9.5 Provision of Offer Price

(a) When Offer Price is provided

Subject to section 9.5(c), if the contract resulting from your acceptance of this Offer becomes unconditional, you will be provided with the Offer Price to which you are entitled on or before the earlier of:

(i) one month after receipt of your acceptance, or if the Offer is subject to conditions when you accepted, within one month after the Offer becomes unconditional; and
(ii) 21 days after the end of the Offer Period.

(b) Manner of payment

Payment of cash to which you are entitled will be by cheque in Australian currency. Cheques will be posted to you at your risk by pre-paid ordinary mail,or by courier at Peet’s discretion, to the address set out in your personalised Acceptance Form or, if you have an overseas address, by pre-paid airmail post.

Where your personalised Acceptance Form or any subsequent request from Peet requires additional documents to be given with your acceptance (such as a certified copy of any power of attorney, grant of probate or letters of administration, or any other document reasonably requested by Peet to give better effect to your acceptance):

(i) if the documents are given with your acceptance, you will be provided with the Offer Price in accordance with section 9.5(a); or
(ii) if the documents are given after acceptance and before the end of the Offer Period and this Offer is subject to a Defeating Condition at the time that Peet is given the documents, you will be provided with the Offer Price by the end of whichever of the following periods ends earlier:
(A) one month after the contract resulting from your acceptance of this Offer becomes unconditional; and
(B) 21 days after the end of the Offer Period; or
(iii) if the documents are given after acceptance and before the end of the Offer Period and this Offer is unconditional at the time that Peet is given the documents, you will be provided with the Offer Price by the end of whichever of the following periods ends earlier:
(A) one month after Peet is given the documents; and
(B) 21 days after the end of the Offer Period; or

Bidder’s Statement

(iv) if the documents are given after the end of the Offer Period, you will be provided with the Offer Price within 21 days after the documents are given, but if at the time Peet is given the documents, the contract resulting from your acceptance of this Offer is still subject to one or more of the Specified Prescribed Conditions, you will be provided with the Offer Price within 21 days after that contract becomes unconditional.

If you do not provide Peet with the required additional documents within one month after the end of the Offer Period, Peet may, in its sole discretion, void the contract resulting from your acceptance of this Offer.

(d) Where Peet is entitled to any Rights

If Peet becomes entitled to any Rights as a result of your acceptance of this Offer, it may require you to give Peet all documents necessary to vest those Rights in Peet or otherwise to give Peet the benefit or value of those Rights. If you do not give those documents to Peet, or if you have received the benefit of those Rights, then to the extent permitted by law Peet may reduce the cash consideration payable pursuant to section 9.2(a) by the amount or value of those Rights as reasonably assessed by Peet.

(e) Rights generally

If:

(i) you have (or any previous holder of your CIC Shares has) received the benefit of any Rights (whether in respect of noncash benefits or otherwise); or
(ii) you are (or any previous holder of your CIC Shares is) entitled to receive the benefit of any Rights under the terms that provide for or otherwise apply to those Rights (for example, if the Right is to receive a distribution, if you are (or any previous holder of your CIC Shares is) the registered holder of the security at the specified time for determining those entitled to the distribution); or
(iii) your CIC Shares were issued (or otherwise came into existence) on or after the record date in respect of any Rights to CIC Shareholders,

then:

(iv) in the case of Rights to non-cash benefits, Peet may deduct the value (as reasonably assessed by Peet) of such Rights from any Offer Price otherwise to be provided to you; or
(v) in the case of Rights to cash benefits, Peet may deduct the amount of such Rights from any Offer Price otherwise to be provided to you.

If Peet does not, or cannot, make such a deduction, you must pay such value or amount to Peet.

(f) Clearances for offshore resident CIC Shareholders on the CIC Share Register

If, at the time of acceptance of this Offer by a CIC Shareholder on the CIC Share Register, any consent, authority or clearance is required for

Bidder’s Statement

you to be provided any Offer Price including, but not limited to consent, authority or clearance of:

(i) the Minister for Foreign Affairs (whether under the Charter of the United Nations Act 1945 (Cth), the Charter of the United Nations (Dealing with Assets) Regulations 2008 or any other regulations made thereunder, or otherwise);
(ii) the Reserve Bank of Australia (whether under the Banking (Foreign Exchange) Regulations 1959 (Cth) or otherwise);
(iii) the Australian Taxation Office; or
(iv) any other person as required by any other Australian law, statute, regulation, order, rule, subordinate legislation or other document enforceable under any statute, regulation, rule or subordinate legislation that would make it unlawful for Peet to provide Offer Price for your acceptance of this Offer,

then acceptance of this Offer will not create or transfer to you any right (contractual or contingent) to be provided (and you will not be entitled to be provided) any Offer Price unless and until all such consents, authorities or clearances have been obtained by Peet.

9.6 Conditions of this Offer

(a) Conditions

This Offer and the contract that results from acceptance of this Offer are subject to fulfilment of the conditions set out in section 10.

(b)

Nature of conditions

Each of the conditions set out in each paragraph and subparagraph of section 10:

(i) constitutes and will be construed as a separate, several and distinct condition;
(ii) until the expiration of the Offer Period (or in the case of the Specified Prescribed Conditions until three Business Days after the end of the Offer Period) will be for the benefit of Peet alone and may be relied upon only by Peet.

(c)

Effect of breach or non-fulfilment

The breach or non-fulfilment of any of the conditions subsequent set out in section 10 does not, until the end of the Offer Period, prevent a contract arising to acquire your CIC Shares resulting from your acceptance of this Offer but, if at the end of the Offer Period (or, in the case of the Specified Prescribed Conditions at the end of three Business Days after the end of the Offer Period), in respect of any condition in section 10:

(i) Peet has not declared this Offer (and it has not become) free from that condition; and

(ii) that condition has not been fulfilled,

all contracts resulting from the acceptance of the Offer and all acceptances that have not resulted in binding contracts are void. In such

Bidder’s Statement

a case, Peet will notify ASX Settlement of the lapse of the Offer in accordance with Rule 14.19 of the ASX Settlement Operating Rules.

(d) Peet may decide the Offer is free from all or any of the conditions

Peet may at any time at its sole discretion, but in compliance with the Corporations Act, declare the Offer free from all or any of the conditions set out in each paragraph and subparagraph of section 10 by notice in writing to CIC:

(i) in the case of the Specified Prescribed Conditions - not later than three Business Days after the end of the Offer Period; or
(ii) in any other case - not later than seven days before the end of the Offer Period.

(e) Date for giving notice on status of conditions

The date for giving a notice on the status of the conditions as required by section 630(1) of the Corporations Act is 17 May 2013 , subject to variation in accordance with section 630(2) of the Corporations Act in the event that the Offer Period is extended.

(f)

Best endeavours in relation to conditions

Peet will:

(i) use its best endeavours to procure that the condition in section 10(c) is satisfied; and
(ii) not do or omit to do anything for the purpose of causing a breach of any such condition.

9.7 Effect of acceptance

(a) Revocation of acceptance

Except as permitted otherwise by applicable law, once you have accepted this Offer, you will be unable to revoke your acceptance and the contract resulting from your acceptance will be binding on you. In addition, you will be unable to withdraw your acceptance of this Offer or otherwise dispose of your CIC Shares, except as follows:

(i) if, by the times specified in section 9.7(b), the conditions in section 10 have not all been fulfilled or waived, then this Offer will automatically terminate and you will retain your CIC Shares; or
(ii) if the Offer Period is varied in a way that postpones for more than one month the time when Peet has to meet its obligations under the Offer and, at that time, this Offer is subject to one or more of the conditions in section 10 then you may be able to withdraw your acceptance in accordance with section 650E of the Corporations Act.

(b) Times

The relevant times for the purposes of section 9.7(a) are:

(i) in the case of the Specified Prescribed Conditions - three Business Days after the end of the Offer Period; and

Bidder’s Statement

(ii) in the case of all other Defeating Conditions in section 10 - the end of the Offer Period.

(c) Your agreement

By signing and returning your personalised Acceptance Form, or otherwise accepting this Offer you will be deemed to have:

(i) accepted this Offer (and each variation to this Offer) in respect of your CIC Shares;
(ii) in accordance with sections 9.5(d) and 9.5(e) irrevocably authorised and directed CIC to pay Peet or to account to Peet for all Rights in respect of your CIC Shares subject, however, to any such Rights received by Peet being accounted for by Peet to you if this Offer is withdrawn or the contract formed by your acceptance of this Offer is rendered void;
(iii) except where Rights have been paid or accounted for under section 9.7(c)(ii), irrevocably authorised Peet, to the extent permitted by law, to reduce the cash component payable under section 9.2(a) by the amount or value of those Rights as reasonably assessed by Peet;
(iv) irrevocably authorised Peet to alter your personalised Acceptance Form on your behalf by:
(A) inserting correct details of your CIC Shares (including details of a parcel of CIC Shares required by section 9.10(d)(ii));
(B) filling in any blanks remaining in your personalised Acceptance Form; and
(C) rectifying any errors in, and omissions from, your personalised Acceptance Form,

as may be necessary to make your personalised Acceptance Form a valid acceptance of this Offer and to enable registration of the transfer of your CIC Shares to Peet, and agreed to provide any document reasonably requested by Peet to make your personalised Acceptance Form a valid acceptance of this Offer or to otherwise give better effect to your acceptance; and

(v) if any of your CIC Shares are in a CHESS Holding, irrevocably authorised Peet to:
(A) instruct your Controlling Participant to initiate acceptance of this Offer in respect of all such CIC Shares in accordance with the ASX Settlement Operating Rules; and
(B) give any other instructions in relation to those CIC Shares to your Controlling Participant on your behalf under the sponsorship agreement between you and the Controlling Participant;
(vi) agreed to indemnify Peet in respect of any claim or action against it or any loss, damage or liability whatsoever incurred by it as a result of you not producing your HIN or SRN or in

Bidder’s Statement

consequence of the transfer of your CIC Shares to Peet being registered by CIC without production of your HIN or SRN;

(vii) irrevocably accepted this Offer in respect of all or part of your CIC Shares despite any difference between that number and the number of CIC Shares shown in your personalised Acceptance Form;
(viii) agreed to the terms and conditions of this Offer and, subject to the Offer being declared free from the conditions set out in section 10 (or such conditions being satisfied or waived), agreed to transfer (or consented to the transfer in accordance with the ASX Settlement Operating Rules) to Peet your CIC Shares;
(ix) represented and warranted to Peet, as a fundamental condition of the contract resulting from your acceptance of this Offer, that at the time of acceptance and at the time of transfer of your CIC Shares to Peet:
(A) you have paid to CIC all amounts which are due for payment in respect of your CIC Shares; and
(B) all of your CIC Shares are fully paid and free from all Encumbrances and restrictions on transfer of any nature; and
(C) you have full power and capacity to sell and transfer those CIC Shares; and
(x) on this Offer or any contract resulting from acceptance of this Offer becoming unconditional:
(A) irrevocably appointed Peet and each of its directors from time to time individually as your agent and attorney on your behalf to:
- (aa) attend and vote in respect of your CIC Shares at all general meetings of CIC; and
- (ab) receive from CIC or any other party, and retain, any security certificates which were held by CIC, or any other party; and
- (ac) sign all documents (including an instrument appointing one of Peet’s directors as a proxy in respect of any or all of your CIC Shares and any application to CIC for a replacement certificate in respect of any security certificate which has been lost or destroyed) and resolutions relating to your CIC Shares, and generally to exercise all powers and rights which you may have as a CIC Shareholder and perform such actions as may be appropriate in order to vest good title in your CIC Shares in Peet, and to have agreed that, in exercising such powers, any such director is entitled to act in Peet’s interests as the beneficial owner and intended registered holder of your CIC Shares; and

Bidder’s Statement

(B) agreed not to vote in person at any general meeting of CIC or to exercise (or purport to exercise) in person, by proxy or otherwise, any of the powers conferred on the directors of Peet by section 9.7(c)(x)(A); and
(C) irrevocably authorised Peet to notify CIC on your behalf that your place of address for the purposes of serving notices upon you in respect of your CIC Shares is the address specified by Peet in the notification; and
(D) where, at that time, you have a right to be registered as a holder of the CIC Shares the subject of your acceptance as the result of an on-market purchase (but are not a CIC Shareholder):

(aa)	agreed to use best endeavours to procure the
	delivery of the CIC Shares the subject of your
	acceptance to Peet in accordance with your
	acceptance (including giving Peet all
	documents necessary to vest those CIC Shares
	in Peet or otherwise to give Peet the benefit or
	value of those CIC Shares);
(ab)	agreed not do or omit to do anything which may
	frustrate your acceptance of this Offer, or
	otherwise obstruct registration of the transfer of
	the CIC Shares the subject of your acceptance
	to Peet;
(ac)	irrevocably assigned to Peet all contractual
	rights and recourse against the vendor in
	respect of your on-market purchase which
	contractual rights and recourse may arise by
	reason of that person’s failure to complete that
	trade;
(ad)	agreed to assign to Peet (without any further
	action being required) all rights in respect of
	your on-market purchase immediately on any
	failure by you to complete that trade, including
	irrevocably assigning to Peet the right to (at
	Peet’s ultimate discretion) complete that trade
	on your behalf, and agreed that Peet may
	deduct from the Offer Price otherwise to be
	provided to you (pursuant to a valid acceptance
	of this Offer and the delivery of the CIC Shares
	the subject of that acceptance) any amount
	paid by Peet in order to settle that on-market
	purchase on your behalf. If Peet does not, or
	cannot, make such a deduction, you must pay
	such amount to Peet; and
(ae)	agreed that if you are unable to assign to Peet
	any of the rights and recourse specified under
	section 9.7(c)(x)(D)(ac) and (ad), you will
	assign such rights and recourse as soon as you
	are legally able to; and

Bidder’s Statement

(E) if at the time of acceptance of this Offer your CIC Shares are in a CHESS Holding, authorised, with effect from the date that this Offer or any contract resulting from acceptance of this Offer is declared free from all its conditions or those conditions are satisfied, Peet to cause a message to be transmitted to ASX Settlement in accordance with Rule 14.17.1 of the ASX Settlement Operating Rules so as to transfer all of your accepted CIC Shares to Peet’s Takeover Transferee Holding. Peet will be so authorised even though at the time of such transfer it has not provided the Offer Price due to you (this authority to transfer all of your accepted CIC Shares to Peet applies if at the time of acceptance of this Offer your CIC Shares are in a CHESS Holding or not).

By accepting this Offer you will be deemed to have agreed to the matters set out in this section 9.7(c), notwithstanding where this Offer has been caused to be accepted in accordance with the ASX Settlement Operating Rules.

9.8 Withdrawal

Peet may withdraw unaccepted Offers at any time with the written consent of ASIC and subject to the conditions (if any) specified in such consent.

9.9 Variation

Peet may vary this Offer in accordance with the Corporations Act.

9.10 Acceptances by transferees and nominees

(a) Who may accept this Offer

During the Offer Period:

(i) any person who is able to give good title to a parcel of your CIC Shares may accept this Offer (if they have not already accepted an offer in the form of this Offer) as if an offer on terms identical with this Offer has been made to them; and
(ii) any person who holds one or more parcels of CIC Shares as trustee, nominee, or otherwise on account of another person, may accept as if a separate and distinct offer had been made in relation to:
- (A) each of those parcels; and
- (B) any parcel they hold in their own right.
(b) Holding CIC Shares
(i) A person is taken to hold CIC Shares if the person is, or has a right to be registered as, the holder of those CIC Shares.
(ii) A person who has a right to be registered as a holder of CIC Shares may accept this Offer by completing and signing the personalised Acceptance Form in accordance with the instructions on it and lodging it by returning it (together with all other documents required by the instructions on the personalised Acceptance Form) so that the acceptance is received before the end of the Offer Period.

Bidder’s Statement

(c) Holding CIC Shares on trust or as a nominee

A person is taken to hold CIC Shares on trust for, as nominee for, or on account of, another person if they:

(i) are entitled to be registered as the holder of particular CIC Shares; and
(ii) hold their interest in the CIC Shares on trust for, as nominee for, or on account of, that other person.

(d) Effective acceptance

An acceptance of an Offer under section 9.10(a)(ii) is ineffective unless:

(i) the person who holds on account of another person, gives Peet a notice stating that the CIC Shares consist of a separate parcel; and
(ii) the acceptance specifies the number of CIC Shares in that parcel.

References in this Offer to your CIC Shares will be treated to relate to that separate parcel.

(e)

Notice of acceptance

A notice under section 9.10(d)(i) of these terms must be made:

(i) if it relates to CIC Shares entered on an ASX Settlement subregister - in an electronic form approved by the ASX Settlement Operating Rules; or
(ii) otherwise - in writing.

A person may, at the one time, accept for two or more parcels under this section 9.10 as if there had been a single offer for a separate parcel consisting of those parcels.

9.11 Other matters

(a) Notices and other communications

Subject to the Corporations Act, a notice or other communication given by Peet to you in connection with this Offer shall be deemed to be duly given if it is in writing and:

(i) is delivered at your address as recorded on the register of members of CIC or the address shown in the personalised Acceptance Form; or
(ii) is posted to you by pre-paid ordinary mail or by courier, or in the case of an address outside Australia by pre-paid airmail post or by courier, to you at either of those addresses.

(b) Return of documents

(i) CIC Shareholders on the CIC Share Register

If:

Bidder’s Statement

(A) this Offer is withdrawn after your personalised Acceptance Form has been sent to Peet, but before it has been received; or
(B) for any other reason Peet does not acquire the CIC Shares to which your personalised Acceptance Form relates,

you may request Peet by notice in writing to despatch (at your risk) your personalised Acceptance Form together with all other documents forwarded by you, to your address as recorded on the register of members of CIC. The documents can be despatched to your address as recorded on the register of members in accordance with section 9.11(a).

(c)

Costs and expenses

All costs and expenses of the preparation, despatch and circulation of this Bidder’s Statement and this Offer and any stamp duty payable in respect of a transfer of CIC Shares in respect of which Offers are accepted, will be paid by the Peet.

(d) Governing law

This Offer and any contract resulting from acceptance of it is governed by the law in force in New South Wales, Australia.

Bidder’s Statement

10 Conditions of the Offer

The Offer and any contract resulting from acceptance of the Offer is subject to fulfilment of the following conditions (“ Defeating Conditions ”):

(a) (minimum acceptance) during, or at the end of, the Offer Period, the number of CIC Shares in which Peet and its associates together have relevant interests is at least 50.1% of all the CIC Shares;
(b) ( no Material Adverse Change ) there not occurring a Material Adverse Change between the Announcement Date and the end of the Offer Period;
(c) ( Placement Agreement not terminated ) the Placement Agreement is not terminated by the Underwriter, except for termination or withdrawal arising from a matter or event within the sole control of, or which is a direct result of action by, Peet;
(d) ( no distributions by CIC ) between the Announcement Date and the end of the Offer Period, there is no announcement, declaration or payment of any dividends other than the 2012 Final Dividend;
(e) ( Banks’ waivers ) before the end of the Offer Period, Westpac Banking Corporation unconditionally and irrevocably waives its rights under the Westpac A$ Facilities Agreement for the Googong Project and St George Bank Limited unconditionally and irrevocably waives its rights under each of CIC’s A$42 million multi option facility dated 29 November 2012, the Quayside Construction Facility and the Crace Construction Loan Facilities, which could result in:
(i) any monies borrowed or raised by or any other monetary obligations of any member of the CIC Group or any other entity that is in a Joint Venture, or jointly or severally liable with any member of the CIC Group, being or becoming payable or repayable or being capable of being declared payable or repayable immediately or earlier than the contemplated payment date under the relevant loan or facility agreement or other instrument or otherwise accelerated or any transaction being closed out or becoming capable of being closed out before the maturity date stated in such facility agreement; or
(ii) any material terms of the relevant loan or facility agreement, or other instrument, or any related securities, collateral agreements or guarantees being varied, modified, enforced, denied or terminated or otherwise operating in a manner that is adverse to the commercial interests of the CIC Group or any other entity that is in a Joint Venture, or jointly or severally liable with any member of the CIC Group.

as a result of the Offer or the acquisition of CIC Shares by Peet.

(f) ( CIC’s Financial Arrangements ) during the period commencing on the Announcement Date and before the end of the Offer Period, no person exercises or purports to exercise, has stated an intention to exercise, or has, any rights (whether subject to conditions or not) under any provision of any Financial Arrangement to which any member of the CIC Group is a party or any joint venture documentation to which any member of the CIC Group is a party, or by or to which any member of the CIC Group or any of its assets may be bound or be subject, which could result in:

Bidder’s Statement

(i) any monies borrowed or raised by or any other monetary obligations of any member of the CIC Group being or becoming payable or repayable or being capable of being declared payable or repayable immediately or earlier than the payment date stated in such Financial Arrangement or otherwise accelerated or any transaction being closed out or becoming capable of being closed out before the maturity date stated in such Financial Arrangement; or
(ii) the terms of any such Financial Arrangement being varied, modified, denied or terminated or operating in a manner that is adverse to the commercial interests of CIC Group,

as a result of the Offer or the acquisition of CIC Shares by Peet.

(g) ( no material acquisitions, disposals or new commitments ) except for any proposed transaction publicly announced by CIC before the Announcement Date or disclosed in writing to Peet or its Representatives prior to the Announcement Date, none of the following events occurs during the period from the Announcement Date to the end of the Offer Period:
(i) any member of CIC Group acquires, offers to acquire or agrees to acquire one or more companies, businesses or assets (or any interest in one or more companies, businesses or assets) for an amount in aggregate greater than A$1,000,000 or makes an announcement in relation to such an acquisition, offer or agreement, other than in the ordinary course of business;
(ii) any member of CIC Group disposes of, offers to dispose of or agrees to dispose of one or more companies, businesses or assets (or any interest in one or more companies, businesses or assets) for an amount, or in respect of which the book value is, in aggregate, greater than A$2,000,000 or makes an announcement in relation to such a disposition, offer or agreement, other than in the ordinary course of business; and
(iii) any member of CIC Group enters into, or offers to enter into or agrees to enter into, any agreement, joint venture, partnership, management agreement or commitment which would require expenditure, or the foregoing of revenue, by any member of CIC Group of an amount which is, in aggregate, more than A$1,000,000, other than in the ordinary course of business, or makes an announcement in relation to such an entry, offer or agreement.

Where a member of CIC Group makes (or offers or agrees to make) an acquisition or disposal, or agrees or commits to expenditure or forgoing revenue, (in each case an Action ) as a member of a joint venture or partnership, then for the purpose of this condition the dollar value of the CIC Group member's Action will be determined based on its proportionate interest in the joint venture or partnership which undertakes the Action;

(h) ( no persons exercising rights under certain agreements or instruments ) after the Announcement Date and before the end of the Offer Period, no person:
(i) exercises or purports to exercise, or states an intention to exercise; or

Bidder’s Statement

(ii) has, except for rights publicly announced by CIC before the Announcement Date or disclosed in writing to Peet or its Representatives prior to the Announcement Date,

any rights under any provision of any agreement or other instrument to which any member of CIC Group is a party, or by or to which any member of CIC Group or any of its assets (including interests in joint ventures) may be bound or be subject, which results, or could result, to an extent which is material in the context of CIC or CIC Group taken as a whole, in:

(iii) any such agreement or other instrument being terminated or modified or any action being taken or arising thereunder;
(iv) the interest of any member of CIC Group in any firm, joint venture, trust, corporation or other entity (or any arrangements relating to such interest) being terminated or modified; or
(v) the business of CIC Group with any other person being adversely affected,

as a result of the acquisition of CIC Shares by Peet;

(i) ( no restraining orders ) between the Announcement Date and the end of the Offer Period:
(i) there is not in effect any preliminary or final decision, order or decree issued by a Regulatory Authority; and
(ii) no application is made to any Regulatory Authority (other than by Peet or its Related Bodies Corporate), or action or investigation is announced, threatened or commenced by a Regulatory Authority,

in consequence of, or in connection with, the Offer (other than a determination by ASIC or the Takeovers Panel in exercise of the powers and discretions conferred by the Corporations Act), which:

(iii) restrains or prohibits (or if granted could restrain or prohibit), or otherwise materially adversely impacts on, the making of the Offer or the completion of any transaction contemplated by the Offer (whether subject to conditions or not) or the rights of Peet in respect of CIC and the CIC Shares to be acquired under the Offer; or
(iv) requires the divestiture by Peet of any CIC Shares, or the divestiture of any assets of CIC or its Related Bodies Corporate, Peet or its Related Bodies Corporate or otherwise;
(j) ( no Prescribed Occurrences ) between the Announcement Date and the end of the Offer Period, none of the following Prescribed Occurrences happen:
(i) CIC converts all or any of its shares into a larger or smaller number of shares;
(ii) CIC or a Subsidiary of CIC (which is not a directly or indirectly wholly-owned Subsidiary) resolves to reduce its share capital in any way;

Bidder’s Statement

(iii) CIC or a Subsidiary of CIC (which is not a directly or indirectly wholly-owned Subsidiary):
- (A) enters into a buy-back agreement; or
- (B) resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporations Act;
(iv) CIC or a Subsidiary of CIC issues shares or grants an option over its shares, or agrees to make such an issue or grant such an option, in each case other than shares issued or agreed to be issued on the exercise of options on issue at the Announcement Date, or in the ordinary course of business under employee or director share plans;
(v) CIC or a Subsidiary of CIC issues, or agrees to issue, convertible notes;
(vi) CIC or a Subsidiary of CIC disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;
(vii) CIC or a Subsidiary of CIC charges, or agrees to charge, the whole, or a substantial part, of its business or property;
(viii) CIC or a Subsidiary of CIC resolves to be wound up;
(ix) the appointment of a liquidator or provisional liquidator of CIC or a Subsidiary of CIC;
(x) a court makes an order for the winding up of CIC or a Subsidiary of CIC;
(xi) an administrator of CIC, or a Subsidiary of CIC, is appointed under section 436A, 436B or 436C of the Corporations Act;
(xii) CIC or a Subsidiary of CIC executes a deed of company arrangement; or
(xiii) a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of CIC or a Subsidiary of CIC;
(k) ( no Joint Venture Prescribed Occurrences ) between the Announcement Date and the end of the Offer Period, no Joint Venture Prescribed Occurrences happen.
(l) ( CBA Facility ) before the end of the Offer Period, a valid, binding and enforceable agreement for the CBA Facility is executed between Commonwealth Bank of Australia and CIC-LDC Pty Ltd which becomes unconditional as to its terms, and the agreement does not contain a term which could result in:
(i) any monies borrowed or raised by or any other monetary obligations of any member of the CIC Group or any other entity that is in a Joint Venture, or jointly or severally liable with any member of the CIC Group, being or becoming payable or repayable or being capable of being declared payable or repayable immediately or earlier than the contemplated payment date under the relevant loan or facility agreement or other instrument or otherwise accelerated or any transaction being

Bidder’s Statement

closed out or becoming capable of being closed out before the maturity date stated in such facility agreement; or

(ii) any material terms of the relevant loan or facility agreement, or other instrument, or any related securities, collateral agreements or guarantees being varied, modified, enforced, denied or terminated or otherwise operating in a manner that is adverse to the commercial interests of CIC Group or any other entity that is in a Joint Venture, or jointly or severally liable with any member of the CIC Group,

as a result of the Offer or the acquisition of CIC Shares by Peet, or if the agreement contains such a term or terms then Commonwealth Bank of Australia unconditionally and irrevocably waives its rights under that term or those terms.

Bidder’s Statement

11 Glossary

11.1 Definitions

The following defined terms are used throughout this Bidder’s Statement unless the contrary intention appears or the context requires otherwise:

2012 Final Dividend means the dividend announced by CIC on 28 February 2013 as a final fully franked dividend of A$0.03 per CIC Share for the year ended 31 December 2012, payable on 21 May 2013 to CIC Shareholders registered at 12 April 2013.

A$ means Australian Dollar.

Acceptance Form means the form of acceptance and transfer accompanying the Offer or any replacement or substitute acceptance form provided by or on behalf of Peet.

Advisers means in relation to an entity, its legal, financial and other expert advisers.

Announcement Date means 11 April 2013, being the date of announcement of the Offer.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited or Australian Securities Exchange, as appropriate.

ASX Listing Rules means the listing rules of the ASX and any other rules of the ASX which are applicable while the relevant entity is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

ASX Settlement means ASX Settlement Pty Limited (ABN 49 008 504 532), the body which administers the CHESS system in Australia.

ASX Settlement Operating Rules means the settlement rules of ASX Settlement.

Bid Implementation Agreement means the agreement of that name between Peet and CIC executed on 11 April 2013 in terms of which Peet and CIC have agreed to co-operate with each other in relation to the Offer.

Bidder Information means all information and statements contained in this Bidder’s Statement relating or attributed to Peet.

Bidder’s Statement means this document, being the statement of Peet under Part 6.5 Division 2 of the Corporations Act relating to the Offer.

Broker means a person who is a share broker and a participant in CHESS.

Business Day means a day on which banks are open for general banking business in Sydney (not being a Saturday, Sunday or public holiday in that place).

CBA Facility means a loan from Commonwealth Bank of Australia to CIC-LDC Pty Ltd for A$18,068,000.

CIC means CIC Australia Limited.

CIC Board means the board of directors of CIC from time to time.

Bidder’s Statement

CIC Group means CIC and each of its Subsidiaries.

CIC Group Entity means any member of the CIC Group.

CIC-LDC Pty Ltd means CLC-LDC Pty Ltd (ACN 147 029 534).

CIC Shares means fully paid ordinary shares in the capital of CIC.

CIC Shareholders means holders of CIC Shares.

CIC Share Options means options on issue on the Announcement Date that are, subject to the terms of issue and other conditions, able to be converted into CIC Shares or any other options issued by CIC on issue on the Announcement Date to subscribe for or otherwise acquire CIC Shares.

CHESS means the Clearing House Electronic Subregister System, which provides for electronic share transfer in Australia.

CHESS Holding means a holding of CIC Shares on the CHESS subregister of

CIC.

Closing Date means 7.00pm (Sydney time) on 24 May 2013, unless extended or withdrawn.

Competing Transaction means a transaction or proposed transaction notified to the CIC Board which, if completed, would mean a person (other than Peet or its Related Bodies Corporate) would:

(a) directly or indirectly, acquire an interest or relevant interest in or become the holder of:
(i) 10% or more of all CIC Shares and CIC Share Options; or
(ii) all or a substantial part or a material part of the business conducted by CIC,

including by way of takeover bid, scheme of arrangement, capital reduction, sale of assets, sale of shares or joint venture, but not as a custodian, nominee or bare trustee;

(b) acquire control of CIC, within the meaning of section 50AA of the Corporations Act; or
(c) otherwise acquire or merge (including by a reverse takeover bid or dual listed company structure) with CIC.

Conditional Placement has the meaning given in section 6.2.

Conditional Placement Securities has the meaning given in section 8.8(b)(i)(B).

Controlling Participant means the Broker or CHESS participant who is designated as the controlling participant for shares in a CHESS Holding in accordance with the ASX Settlement Operating Rules.

Corporations Act means the Corporations Act 2001 (Cwlth).

Crace Construction Loan Facilities means the facilities between St George Bank Limited and Crace Developments Pty Limited:

Bidder’s Statement

(a) as nominee for the Crace Joint Venture, for a construction loan facility and a bank guarantee line pursuant to a facility offer dated 25 February 2013 with a total limit of A$35,414,948; and
(b) for a construction loan facility pursuant to a facility offer dated 25 February 2013 with a total limit of A$4,120,000.

Defeating Conditions means the conditions to the Offer set out in section 10.

Encumbrance means any:

(a) security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, option, right of preemption, power, title retention, or flawed deposit arrangement; or
(b) right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off; or
(c) right that a person (other than the owner) has to remove something from land (known as a profit à prendre), easement, public right of way, restrictive or positive covenant, lease, or licence to use or occupy; or
(d) third party right or interest or any right arising as a consequence of the enforcement of a judgment,

or any agreement to create any of them or allow them to exist.

Financial Arrangement means each:

(a) financing agreement or instrument, money borrowing or raising arrangement or other financing arrangement, liability, Encumbrance or other security, guarantee, indemnity or other credit support arrangement; or
(b) derivative or treasury transaction, agreement or arrangement,

(in each case regardless of form and including any similar arrangement).

First Issue Date has the meaning given in section 8.8(b)(i)(E).

First Settlement Date has the meaning given in section 8.8(b)(i)(C).

Further Placement has the meaning given in section 6.2.

Government Agency means any governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity, including any self-regulatory organisation established under statue or otherwise discharging public or regulatory functions, and the ASX or any other stock exchange.

GPG means GPG (No.1) Pty Limited (ABN 55 069 903 466).

HIN means a Holder Identification Number, which is the number that starts with an “X”, managed by your Controlling Participant, to identify a CIC Shareholder with a CHESS Holding.

IRESS means IRESS Market Technology Limited.

Issuer Sponsored Holding means a holding of CIC Shares on CIC’s issuer sponsored subregister.

Bidder’s Statement

Joint Venture means each of the joint ventures between :

(a) Land Management Corporation and CIC Northgate Pty Limited to develop the Lightsview suburb in Adelaide, South Australia;
(b) Crace Developments Pty Limited and Australian Capital Territory Government’s Land Development Agency concerning the land development project in the suburb of Crace, Canberra, Australian Capital Territory (“ the Crace Joint Venture ”);
(c) CIC, Charles Darwin University and the Larrakia Development Corporation Pty Limited concerning the land development project at Charles Darwin University’s Palmerston campus in Durack, Darwin (“ the CDU Joint Venture ”); and
(d) CIC Googong Pty Limited and Related Bodies Corporate of Mirvac Limited concerning the CIC Googong Unit Trust and Googong Township Pty Limited, involving the Googong land development project located approximately 16km from Canberra, Australian Capital Territory.

Joint Venture Prescribed Occurrence means any of the events listed in the condition in section 10(k) ( no Joint Venture Prescribed Occurrences ).

Material Adverse Change means:

(a) any event, change, condition, matter or circumstance occurring;
(b) information is disclosed or announced by CIC concerning any event, change, condition matter or thing; or
(c) information concerning any event, change, condition, matter or thing becomes known to Peet(whether or not becoming public),

in each case after the date of this agreement, (each of (a), (b) and (c), a specified event (“ Specified Event ”)) which, whether individually or when aggregated with all such events, changes, conditions, matters or things of a like kind, has had or would be considered reasonably likely to have a material adverse effect on the:

(i) assets, liabilities, financial position, performance, profitability or prospects of the CIC Group; or
(ii) status or terms of (or rights attaching to) any material approvals from government authority applicable to the CIC Group,

including without limitation:

(iii) any person accelerating or adversely modifying the performance of any material obligations of CIC or any member of CIC Group under any material agreements, contracts or other legal arrangements; or

without limiting the generality of this definition:

(d) the effect of a diminution in the value of the consolidated net assets of the CIC Group, taken as a whole, by at least A$4,500,000 against what it would reasonably have been expected to have been but for such Specified Event;
(e) the effect of a diminution in the consolidated net profit after tax of the CIC Group, taken as a whole, by at least A$1,000,000 in the financial year for the CIC Group for the 12 months ending 31 December 2013

Bidder’s Statement

against what they would reasonably have been expected to have been but for such Specified Event;

but does not include:

(a) those events or circumstances required to be done or procured by CIC pursuant to the Bid Implementation Agreement;
(b) the declaration or payment of the 2012 Final Dividend;
(c) any effect on the consolidated net profit after tax of the CIC Group relating to the recovery of GST in relation to CIC Group's Forde development;
(d) those events or circumstances relating to changes in business conditions affecting the industry in which the CIC Group operates; or
(e) an event, circumstance, matter or information that is fairly disclosed, or that is reasonably apparent on its face as potentially to flow from the event, occurrence, matter or information that is fairly disclosed, in information provided by CIC to Peet or its Representatives, or is otherwise known to Peet or its Representatives on or prior to the date of this agreement or otherwise disclosed in public filings by CIC with ASIC or provided to ASX on or prior to the date of the Bid Implementation Agreement.

Offer means the offer by Peet to each CIC Shareholder to acquire all of their CIC Shares on the terms and conditions set out in this Bidder’s Statement.

Offer Period means the period commencing on 16 April 2013 and ending on 24 May 2013, or such later date to which this Offer has been extended.

Offer Price means A$0.60 cash for each CIC Share subject to the terms and conditions set out in section 9.

Officers means, in relation to an entity, its directors, officers, partners and employees.

Participant means a participant under the ASX Settlement Operating Rules.

Peet Group means Peet and each of its Subsidiaries and controlled entities.

Placement Agreement means the placement agreement between Peet and the Underwriter concerning the underwriting of the Unconditional Placement and the Conditional Placement.

Placement Materials has the meaning given in section 8.8(b)(vii).

Placement Securities means the new fully paid ordinary shares in Peet issued in accordance with the Placement Agreement.

Placement Timetable means the timetable for the Unconditional Placement and the Conditional Placement under the Placement Agreement.

Pre-Bid Agreement has the meaning given in section 8.7.

Prescribed Occurrence means any of the events listed in the condition in section 10(j) ( no Prescribed Occurrences ).

Bidder’s Statement

Public Authority means any governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.

Quayside Construction Facility means the facility between St George Bank Limited and CIC dated 5 February 2013 for a new bill acceptance/discount facility with a total limit of A$34,410,000.

Regulatory Authority includes:

(a) ASX, ACCC and ASIC;
(b) a government or governmental, semi-governmental or judicial entity or authority;
(c) a minister, department, office, commission, delegate, instrumentality, agency, board, authority or organisation of any government; and
(d) any regulatory organisation established under statute.

Related Bodies Corporate has the meaning given in the Corporations Act.

Register Date means 11 April 2013.

Representatives of a party includes:

(a) a Related Body Corporate of the party, except it does not include GPG (No 1) Pty Limited as a Related Body Corporate of CIC for the purposes of the undertaking to co-operate and the exclusivity undertaking in the Bid Implementation Agreement; and
(b) each of the Officers and Advisers of the party or any of its Related Bodies Corporate.

Rights means all accretions, rights or benefits of whatever kind attaching to or arising from CIC Shares directly or indirectly after the Announcement Date, including but not limited to all dividends or other distributions and all rights to receive any dividends or other distributions, or to receive or subscribe for shares, stock units, notes, bonds, options or other securities, declared, paid or made by CIC or a CIC Subsidiary, excluding the right to the 2012 Final Dividend.

Second Issue Date has the meaning given in section 8.8(b)(i)(F);

Second Settlement Date has the meaning given in section 8.8(b)(i)(D).

Specified Prescribed Condition means a Prescribed Occurrence which, in accordance with section 650F(1)(a) of the Corporations Act, entitles Peet to free this Offer, and the takeover contracts, from those conditions not later than 3 Business Days after the end of the Offer Period.

Superior Proposal means a publicly announced Competing Transaction which following consideration of advice from Advisers (including advice of Queen’s Counsel or Senior Counsel) is:

(a) reasonably capable of being completed taking into account all aspects of the Competing Transaction; and
(b) more favourable to CIC Shareholders than the Offer, taking into account all terms and conditions of the Competing Transaction

Bidder’s Statement

SRN means a Securityholder Reference Number, which is the number which starts with an “I”, allocated by CIC to identify a CIC Shareholder with an Issuer Sponsored Holding.

Subsidiary means a subsidiary as that term is defined in the Corporations Act, and CIC Subsidiary means a Subsidiary of CIC on the basis that:

(a) an entity will also be considered to be a Subsidiary of a body corporate if it is controlled by that body corporate (expressions used in this paragraph have the meanings given for the purposes of Division 6 of Part 1.2 of the Corporations Act);
(b) a trust may be a Subsidiary, for the purposes of which a unit or other beneficial interest will be regarded as a share; and
(c) a body corporate or trust may be a Subsidiary of a trust if it would have been a Subsidiary if that trust were a body corporate.

Unconditional Placement has the meaning given in section 6.2.

Unconditional Placement Securities has the meaning given in section 8.8(b)(i)(A).

Underwriter means Merrill Lynch International (Australia) Limited (ABN 31 002 892 846).

VWAP means volume weighted average price.

Westpac A$ Facilities Agreement for the Googong Project means the financing facilities agreement between Googong Township Pty Limited as trustee for the Googong Township Unit Trust and Googong Township Realty Pty Limited and Westpac Banking Corporation dated 7 February 2013, together with the Terms Sheet dated 14 September 2012.

11.2 General Interpretation

The following rules of interpretation apply unless the contrary intention appears or the context requires otherwise:

(a) a reference to time is a reference to Sydney, Australia time;
(b) headings are for convenience only and do not affect interpretation;
(c) the singular includes the plural and conversely;
(d) a reference to a section is to a section of this Bidder’s Statement;
(e) a gender includes all genders;
(f) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(g) a reference to a person includes a body corporate, an unincorporated body or other entity and conversely;
(h) a reference to a person includes a reference to the person's executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and assigns;
(i) a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision

Bidder’s Statement

substituted for it and all regulations and statutory instruments issued under it;

(j) a reference to any instrument or document includes any variation or replacement of it;
(k) a term not specifically defined in this Bidder’s Statement has the meaning given to it (if any) in the Corporations Act or the ASX Settlement Operating Rules, as the case may be; and
(l) a reference to a right or obligation of any two or more persons confers that right, or imposes that obligation, as the case may be, jointly and individually.
(m) where a CIC Group member is a member of a joint venture or partnership (including any of the Joint Ventures) (in this section a JV ) then references in the Defeating Conditions to the assets, property, operations, business, profits, contractual arrangements or other commercial attributes of the CIC Group include that member's direct or indirect proportionate interest (but only its proportionate interest) in the JV's assets, property, operations, business, profits, contractual arrangements or other commercial attributes as applicable, whether or not the JV is a Subsidiary of CIC. In particular and without limiting this general principle:
(i) in the definition of Material Adverse Change the consolidated net assets and consolidated net profit after tax of the CIC Group include such proportional interests of the relevant JV's assets and profits, whether or not the JV is a Subsidiary of CIC;
(ii) other than for the purposes of Defeating Condition (j) (no Prescribed Occurrences), a Prescribed Occurrence includes:
- (A) a disposal, agreement to dispose, charge or agreement to charge, by a JV, of the whole or a substantial part of its business or property; and
- (B) a JV resolving to be wound up, the appointment of a liquidator or provisional liquidator of a JV, a court making an order for the winding up of a JV, an administrator of a JV being appointed, a receiver, or a receiver and manager, being appointed in relation to the whole, or a substantial part, of the property of a JV.

A reference to you is to a person to whom the Offer is made.

Bidder’s Statement

12 Approval of Bidder’s Statement

The copy of this Bidder’s Statement that is to be lodged with ASIC has been approved by a resolution passed by the directors of Peet on 11 April 2013.

Signed by BRENDAN GORE for and on behalf of Peet in accordance with section 351 of the Corporations Act.

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BRENDAN GORE Managing Director & Chief Executive Officer 11 April 2013

Bidder’s Statement

Corporate Directory

Share registrar Computershare Investor Services Pty Limited GPO Box 52 Melbourne VIC 3001 Australia Legal adviser King and Wood Mallesons Level 61, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia Financial adviser and underwriter Merrill Lynch International (Australia) Limited Level 38, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia

Bidder’s Statement

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Peet Limited | ABN 56 008 665 834

Return your Form:

 [By Mail:]

Computershare Investor Services Pty Limited GPO Box 52 Melbourne Victoria 3001 Australia

For all enquiries:

T 000001 000 PPC MR SAM SAMPLE UNIT 123 SAMPLE STREET SAMPLETOWN NSW 2001

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Phone:

(within Australia) 1300 764 218 (outside Australia) +61 3 9415 4272

Acceptance Form

ISSUER

 Your form must be received by the end of the Offer Period.

This form and the Bidder’s Statement are important documents that require your immediate attention. This form relates to an offer (“Offer”) by Peet Limited (“Peet”) to acquire ALL or PART of your shares in CIC Australia Limited (“CIC”) (ABN 92 003 157 515) the terms of which are set out in the Bidder’s Statement from Peet dated 11 April 2013 as replaced or supplemented (the “Bidders Statement”). Capitalised terms used in this form have the same meaning as in the Bidder’s Statement, unless otherwise defined.

If you are in doubt about how to deal with this Offer, please contact your financial or other professional advisor.

By signing and returning your personalised Acceptance Form, or otherwise accepting this Offer you will be deemed to have represented and warranted to Peet, as a fundamental condition of the contract resulting from your acceptance of this Offer, that at the time of acceptance and at the time of transfer of your CIC Shares to Peet:

you have paid to CIC all amounts which are due for payment in respect of your CIC Shares; and
all of your CIC Shares are fully paid and free from all Encumbrances and restrictions on transfer of any nature; and
you have full power and capacity to sell and transfer those CIC Shares.

Note this form can only be used in relation to the shareholding represented by the details printed above and overleaf.

Step 1: Shareholding Details

Your consideration will be issued to the name(s) as they appear on the latest copy of the CIC register, as provided to Peet. The current address recorded by Peet is printed above and overleaf. If you have recently bought or sold shares your holding may differ from that shown. If you have already sold all your shares in CIC, do not complete or return this form.

Encumbrance means any:

security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, option, right of pre-emption, power, title retention, or flawed deposit arrangement; or
right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off; or
right that a person (other than the owner) has to remove something from land (known as a profit à prendre), easement, public right of way, restrictive or positive covenant, lease, or licence to use or occupy; or
third party right or interest or any right arising as a consequence of the enforcement of a judgment, or any agreement to create any of them or allow them to exist.

Step 2: Accept the Offer

Only sign and return this form if you wish to accept the Offer for ALL or PART of your shareholding. You will be deemed to have accepted for ALL of your shares if you do not complete, or make an invalid election in, Step 2 on the reverse of this form.

Step 3: Signing Instructions

The Acceptance Form must be signed in accordance with the detailed signing instructions provided in Step 3 on the reverse of this form.

Contact Details:

Entering contact details is not compulsory, but will assist us if we need to contact you.

Turn over to complete the form è

916CR_0_Sample_CA/000001/000001/i

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I1111111111
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Acce tance Form p

Shareholding Details

Registration Name: MR SAM SAMPLE UNIT 123 SAMPLE STREET SAMPLETOWN NSW 2001

I 1111111111 I ND

 For your security keep your SRN/ HIN confidential.

XX

Securityholding as at 7.00pm (Sydney time) on 11 April 2013:

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2000
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Accept the Offer

You will be deemed to have elected to accept for ALL of your shares if you do not complete, or make an invalid election below. The consideration applicable is set out in the terms of Peet’s Offer.

Please place a cross in the box if you wish to accept the CASH consideration for ALL of your CIC shares

By accepting the Offer for ALL of your shares, you are accepting the Offer for ALL the CIC shares as recorded by Peet as being held by you at the date your acceptance is processed (even if different to the number stated in Step 1).

OR

2. For partial acceptances enter the number of shares being accepted in respect of which you would like to receive the CASH consideration.

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Signature of Shareholder(s)

This section must be completed in accordance with the below instructions.

Overseas Companies: Where the holding is in the name of an Overseas company (companies incorporated outside Australia) the form must be signed as per the 'Companies' section to the left, or documentation must be provided showing that the company can sign in an alternate manner. Deceased Estate: All executors must sign and a certified copy of Probate or Letters of Administration must accompany this form.

Individual: Where the holding is in one name, the shareholder must sign. Joint Holding: Where the holding is in more than one name, all of the shareholders must sign.

Power of Attorney: Where signing as Power of Attorney (POA), you must attach an original certified copy of the POA to this form.

Companies: Where the holding is in the name of a Company, this form must be signed in accordance with the Corporations Act, either as:

a Sole Director and Sole Company Secretary OR a Sole Director (if no Company Secretary exists), OR
two Directors, OR
a Director and Secretary.

I/We accept the Offer made by Peet for shares in CIC and I/we agree to be bound by the terms and conditions of the Offer and transfer ALL or PART of my/our shares as per the above instruction.

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Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director and Sole Company Secretary/ Director Director/Company Secretary
Sole Director (cross out titles as applicable) (cross out titles as applicable)
Contact
Contact Daytime
Name Telephone Date / /
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Privacy Statement

Personal information is collected on this form by Computershare for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Computershare, or you would like to correct information that is inaccurate, incorrect or out of date, please contact Computershare. In accordance with the Corporations Act, you may be sent material (including marketing material) approved by Peet Limited in addition to general corporate communications. You may elect not to receive marketing material by contacting Computershare. You can contact Computershare using the details provided on the front of this form or e-mail [email protected]

P P C

1 6 4 7 8 4 A

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Peet Limited | ABN 56 008 665 834

Return your Form:

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To Your Controlling Participant:

Return this form directly to your stockbroker

[By Mail:] Computershare Investor Services Pty Limited GPO Box 52 Melbourne Victoria 3001 Australia

T 000002 000 PPC MR SAM SAMPLE UNIT 123 SAMPLE STREET SAMPLETOWN NSW 2001

For all enquiries:

Phone:

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(within Australia) 1300 764 218
(outside Australia) +61 3 9415 4272

Acceptance Form

CHESS

 Your form must be received with sufficient time to allow processing prior to the end of the Offer Period.

If you are in doubt about how to deal with this Offer, please contact your financial or other professional advisor.

you have paid to CIC all amounts which are due for payment in respect of your CIC Shares; and
all of your CIC Shares are fully paid and free from all Encumbrances and restrictions on transfer of any nature; and
you have full power and capacity to sell and transfer those CIC Shares.

Note this form can only be used in relation to the shareholding represented by the details printed above and overleaf.

Step 1: Shareholding Details

Step 2: Accept the Offer

Only sign and return this form if you wish to accept the Offer for ALL or PART of your shares. You will be deemed to have accepted for ALL of your shares if you do not complete, or make an invalid election in, Step 2 on the reverse of this form.

As your CIC shares are in a CHESS holding, you may contact your Controlling Participant directly (normally your stockbroker) with instructions to accept the Offer. If you do this, your Controlling Participant will provide you with details as to what they require in order to accept the Offer on your behalf. If you want Peet to contact your Controlling Participant on your behalf, sign and return this form to the address above so that it is received in sufficient time to allow your instruction to be acted upon by the close of the Offer Period. This will authorise Peet and Computershare Investor Services Pty Limited (“Computershare”) to request your Controlling Participant to initiate acceptance of the Offer on your behalf.

Encumbrance means any:

security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, option, right of pre-emption, power, title retention, or flawed deposit arrangement; or
right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off; or
right that a person (other than the owner) has to remove something from land (known as a profit à prendre), easement, public right of way, restrictive or positive covenant, lease, or licence to use or occupy; or
third party right or interest or any right arising as a consequence of the enforcement of a judgment, or any agreement to create any of them or allow them to exist.

You should allow sufficient time for your Controlling Participant or Peet to initiate the acceptance of Peet’s Offer on your behalf. Neither Peet or Computershare will be responsible for any delays incurred by the process of requesting your Controlling Participant to accept the Offer.

Step 3: Signing Instructions

The Acceptance Form must be signed in accordance with the detailed signing instructions provided in Step 3 overleaf.

Contact Details:

Entering contact details is not compulsory, but will assist us if we need to contact you.

Turn over to complete the form è

916CR_0_Sample_CA/000002/000002/i

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Acce tance Form p

Shareholding Details

Registration Name: MR SAM SAMPLE UNIT 123 SAMPLE STREET SAMPLETOWN NSW 2001

X 2222222222 I ND

 For your security keep your SRN/ HIN confidential.

Controlling Participant Identifier:

Securityholding as at 7.00pm (Sydney time) on 11 April 2013:

2000

Accept the Offer

Please place a cross in the box if you wish to accept the CASH consideration for ALL of your CIC shares

OR

2. For partial acceptances enter the number of shares being accepted in respect of which you would like to receive the CASH consideration.

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Signature of Shareholder(s)

This section must be completed in accordance with the below instructions.

Individual: Where the holding is in one name, the shareholder must sign. Joint Holding: Where the holding is in more than one name, all of the shareholders must sign.

Power of Attorney: Where signing as Power of Attorney (POA), you must attach an original certified copy of the POA to this form.

Companies: Where the holding is in the name of a Company, this form must be signed in accordance with the Corporations Act, either as:

a Sole Director and Sole Company Secretary OR a Sole Director (if no Company Secretary exists), OR
two Directors, OR
a Director and Secretary.

I/We accept the Offer made by Peet for shares in CIC and I/we agree to be bound by the terms and conditions of the Offer and transfer ALL or PART of my/our shares as per the above instruction.

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Privacy Statement

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AI assistant

PEET LIMITED — Merger & Acquisition 2013

65600_rns_2013-04-10_18af0649-01d2-463e-8ffe-b26a43f4be98.pdf

Company Announcement: Peet Limited – Off-market takeover bid for CIC Australia Limited

PEET LIMITED

DOM SCAFETTA GROUP COMPANY SECRETARY

BIDDER’S STATEMENT

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Cash Offer by:

Peet Limited

CIC Australia Limited

The majority of CIC directors and the majority of CIC’s independent directors support and recommend you ACCEPT the Offer in the absence of a higher offer.

Bidder’s Statement

Important Notice

Australian Securities and Investments Commission

Defined Terms

Investment advice

Disclosure regarding forward looking statements

Information on CIC

Privacy

Notice to foreign CIC Shareholders

How to accept

Enquiries

Offer information line:

Important Dates

Table of Contents

Letter from Peet to CIC Shareholders

Details of the offer

Recommended Offer has the support of the majority of CIC’s board and major shareholder

Conclusion

Why you should accept the Offer

1. The all cash offer provides certain value for your CIC shares

2. CIC Shareholders representing 77% of CIC have stated their intention to accept the Offer, subject to no superior proposal

3. The majority of CIC’s directors and the majority of CIC’s independent directors recommend that you accept the Offer

4. No Superior Proposal has emerged during the 26 month period that GPG’s shareholding has been for sale

5. The Offer provides the opportunity to realise your entire investment in CIC, trading in which has historically been illiquid

6. If Peet obtains control of CIC, it will be able to replace CIC’s directors and change CIC’s dividend policy

7. The future trading price of CIC Shares is uncertain and may fall if the Offer is unsuccessful

8. No brokerage fees are payable if you accept into the Offer and you will be paid sooner than if your CIC shares are later compulsorily acquired

1 Overview of the Offer

Issuer Sponsored Holding (your SRN starts with an “I”)

CHESS Holding (your HIN starts with an “X”)

Brokers or other Controlling Participants

Shares held in an Issuer Sponsored Holding and a CHESS Holding

Returning your Acceptance Form to the share registrar

2 Information on Peet

2.1 Overview of Peet

2.2 History of Peet

2.3 Peet Operations

(b) Funds Management

(c) Company-owned projects

2.4 Peet Board of Directors

Tony Lennon FAICD Chairman

Brendan Gore BComm, FCPA, FCIS, FCSA, FAICD Managing Director and Chief Executive Officer

Graeme Sinclair

Trevor Allen

Anthony Lennon BA, Grad Dip Bus Admin, MAICD Non-Executive Director

2.5 Publicly available information

3 Information on CIC

3.1 Disclaimer

3.2

Overview of CIC and its principal activities

3.3 Substantial shareholders

3.4 Publicly available information

4 Peet’s intentions

4.1 Introduction

4.2

Operational review

4.3

Specific intentions – CIC Share Options

4.4 Intentions upon acquisition of 90% or more of CIC Shares

(a) Compulsory acquisition

(b) Directors

CIC offices

(f) Employees

4.5 Intentions upon acquisition of less than 90% of CIC Shares

(b) Directors

(c) Operations, assets and employees

(d) Dividends and funding

4.6 Intentions generally

PEET LIMITED Merger & Acquisition 2013