PEET LIMITED — Proxy Solicitation & Information Statement 2013

Apr 17, 2013

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 perth@peet.com.au

Dear Shareholder

It is with great pleasure that I commend to you the two resolutions proposed herein, which are both related to Peet Limited's ("Peet" or the "Company") recent announcement of an all-cash offer for the takeover of ASX-listed residential property developer, CIC Australia Limited (ABN 92 003 157 515) (ASX:CNB) ("CIC").

The announced takeover offer is a very important milestone in the expansion of Peet as a national residential fund manager and developer. Major shareholders have been very supportive subscribing for additional capital in Peet to allow it to make the takeover offer.

Mr Tony Lennon, Chairman of Peet, together with related parties is Peet's largest shareholder and has been since the mid 1980s.

The FIRST RESOLUTION requests shareholders' approval to issue approximately 7 million fully- paid ordinary shares to an entity associated with Mr Lennon (Chairman Placement). If approved, the shares will be issued at $1.15 per share – the same price as the completed Institutional Placements announced to the market on 11 April 2013.

Mr Lennon's support for the Company has always been highly dedicated and committed, and is clearly demonstrated in his very significant track record of support for Peet's capital raisings and dividend re-investment plan (DRP) over the years.

Mr Lennon is strongly supportive of the proposed acquisition of CIC and related equity raising and, from the beginning of our discussions with CIC, committed to a subscription for approximately 7 million shares. This requires shareholder approval given Mr Lennon's position as Chairman of Peet.

He and Mr Anthony James Lennon (Non-executive Director) will abstain from voting on the above first resolution and do not make a recommendation in respect to it. However, the other Directors of Peet unanimously support the resolution and recommend that you vote in favour of it.

The SECOND RESOLUTION requests shareholders ratify the allotment and issue of shares under the unconditional component of the Institutional Placements announced to the market on 11 April 2013. The Directors of Peet unanimously support this resolution and recommend that you vote in favour of it.

Your vote is important and I urge you to return your personalised proxy form as soon as possible and to vote in favour of both resolutions by ticking the boxes "For".

All eligible shareholders will have the opportunity to participate in the $8 million Share Purchase Plan if the takeover is successful, at the same price ($1.15 per share) as the completed Institutional Placements and the Chairman Placement.

We look forward to the rest of the year and to keeping you up to date on our takeover bid for CIC.

On behalf of the Board

Brendan Gore Managing Director & Chief Executive Officer

PEET LIMITED

ABN 56 008 665 834

NOTICE OF EXTRAORDINARY GENERAL MEETING

AND

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

A PROXY FORM IS ENCLOSED

Please read the Notice and Explanatory Memorandum carefully.

If you are unable to attend the Meeting please complete and return the enclosed proxy form in accordance with the specified instructions.

PEET LIMITED

ABN 56 008 665 834

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that an Extraordinary General Meeting of Peet Limited ("the Company") will be held at the Parmelia Hilton Hotel, 14 Mill Street, Perth, Western Australia on Friday, 17 May 2013 at 10.00am (AWST).

Agenda items

Business

1 Approval of the issue of shares to Golden Years Holdings Pty Limited as Trustee for Peet Superannuation Fund

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

"That for the purposes of ASX Listing Rule 10.11 and for all other purposes approval is given to issue 6,956,522 fully paid ordinary shares to Golden Years Holdings Pty Limited as Trustee for Peet Superannuation Fund, at a price of $1.15 per share (the terms and conditions of which are described in the Explanatory Memorandum accompanying this Notice)."

Voting exclusion statement – ASX Listing Rules

Pursuant to ASX Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 1 by:

• Golden Years Holdings Pty Limited as Trustee for Peet Superannuation Fund; and
• any associates of Golden Years Holdings Pty Limited as Trustee for Peet Superannuation Fund.

However, the Company need not disregard a vote if:

• it is cast by Golden Years Holdings Pty Limited as Trustee for Peet Superannuation Fund or an associate as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by the Chairman of the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2 Ratification of issue of securities

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

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes the Company ratifies the allotment and issue of 43,579,627 fully paid ordinary shares at $1.15 each under an unconditional placement to institutional investors (the terms and conditions of which are described in the Explanatory Memorandum accompanying this Notice)."

Voting exclusion statement – ASX Listing Rules

Pursuant to ASX Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 2 by:

• any person who participated in the issue; and
• their associates.

However, the Company need not disregard a vote if:

• it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by the Chairman of the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Explanatory Memorandum

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this notice of meeting ("Notice").

Entitlement to vote

It has been determined that under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the Meeting, shares will be taken to be held by the persons who are the registered holders at 7.00pm (Sydney time), 15 May 2013. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Methods of voting

Ordinary shareholders can vote in the following ways:

• by attending the Meeting and voting in either person or, by attorney or, in the case of corporate shareholders, by corporate representative; or
• by appointing a proxy to vote on their behalf using the Proxy Form enclosed with this Notice (see below).

Attending the Meeting

If you attend the Meeting, please bring along your personalised proxy form with you. The bar code at the top of the form will help you register. If you do not bring your form with you, you will still be able to attend the Meeting but representatives from the Company's share registry, Computershare Investor Services, will need to verify your identity. You will be able to register from 9.00am (AWST) on the day of the Meeting.

Corporate shareholders

Corporate shareholders who wish to appoint a representative to attend the Meeting on their behalf must provide that person with a properly executed letter or other document confirming that they are authorised to act as that company's representative.

Proxies

A shareholder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the shareholder. A proxy need not be a shareholder.

The Chairman of the Meeting for Agenda Item 1 will be a Director of the Company other than Mr Anthony Wayne (Tony) Lennon and Mr Anthony Lennon and accordingly will be able to vote as your proxy without your express direction as to how to vote on Resolution 1. Mr Tony Lennon will otherwise be the Chairman of the Meeting.

A shareholder that is entitled to cast two (2) or more votes may appoint up to two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder's votes.

A Proxy Form (with signing instructions) accompanies this Notice and to be effective must be received at the Company's registered office or its share registry, Computershare Investor Services:

• In Person: to Level 2, 45 St Georges Terrace, Perth WA

• By Mail: to GPO BOX 242, Melbourne, Vic 3001

• By Facsimile: 1800 783 447 or +61 3 9473 2555 (outside Australia) , or

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

by no later than 10.00am (AWST), 15 May 2013.

Results of the Meeting

Voting results will be announced on the Australian Securities Exchange ("ASX") as soon as practicable after the Meeting and also made available on the Company's website (http://www.peet.com.au/).

By Order of the Board Dated: 11 April 2013

Dom Scafetta Group Company Secretary

PEET LIMITED

ABN 56 008 665 834

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Memorandum has been prepared to assist shareholders to understand the business to be put to shareholders at the forthcoming Extraordinary General Meeting ("EGM").

Background

On 10 April 2013, the Company announced a $76 million all cash takeover offer for ASXlisted residential property developer, CIC Australia Limited (ABN 92 003 157 515) (ASX:CNB) ("CIC"), which has major projects in New South Wales, the Australian Capital Territory, South Australia and the Northern Territory (the "Offer").

In conjunction with the Offer, the Company is undertaking placements to raise up to $124 million, being applied to fund the acquisition (including transaction costs) and for additional working capital to support the repayment of the CIC multi-option facility, if appropriate, and to deliver the Company's existing projects, reduce debt and invest in new opportunities.

The equity raising consists of three separate placements ("Placements"):

• $50 million underwritten unconditional placement to institutional investors ("Unconditional Placement");
• $66 million underwritten placement to institutional investors, conditional on the Offer for CIC becoming unconditional ("Conditional Placement"); and
• $8 million non-underwritten placement to an entity associated with the Company's Chairman, subject to the approval of the shareholders of the Company ("Chairman Placement").

The Conditional Placement and Chairman Placement will only complete if the Offer becomes unconditional.

If the Offer is successful, the Company will also undertake a non-underwritten share purchase plan for up to $8 million ("SPP").

Each of the Placements and the SPP will be undertaken at an issue price of $1.15 ("Issue Price"). New shares issued under the Placements and the SPP will rank equally with existing shares of the Company.

The Board considers that the Offer, Placements and SPP are in the best interests of the Company.

Dilution of Chairman's voting power

As a result of the Unconditional Placement and the Conditional Placement, the Chairman's voting power in the Company will be diluted as set out in the table below (from 26.4% down to 20.1%):

	Shares (million)	%
Before Offer announced
Total number of shares in the Company	321.0
Chairman's voting power (per last substantial holder notice)	84.8	26.4%
Post-Unconditional Placement
Total number of shares in the Company	364.6
Chairman's voting power (per last substantial holder notice)	84.8	23.3%

	Shares (million)	%
Post-Conditional Placement
Total number of shares in the Company	422.1
Chairman's voting power (per last substantial holder notice)	84.8	20.1%
Chairman Placement
Total number of shares in the Company	429.0
Chairman's voting power (per last substantial holder notice)	91.8	21.4%
Post-SPP (assuming Chairman Placement is approved)
Total number of shares in the Company	436.0
Chairman's voting power (post-SPP and post-Chairman Placement)	91.8	21.1%
Post-SPP (assuming Chairman Placement is not approved)
Total number of shares in the Company	429.0
Chairman's voting power (post-SPP)	84.8	19.8%

In order to counteract this dilution, the Company and Golden Years Holdings Pty Limited as trustee ("Trustee") for Peet Superannuation Fund ("Fund") (the "Subscriber") (a company and fund associated with the Chairman – see below) entered into a subscription agreement dated 10 April 2013 ("Subscription Agreement"), further details of which are set out below. If the Chairman Placement is approved by shareholders following this dilution, the Chairman's voting power will increase from 20.1% to 21.4%.

If the SPP takes place and:

• the Chairman Placement has occurred, the Chairman's voting power will be diluted from 21.4% to 21.1%; or
• the Chairman Placement does not go ahead, the Chairman's voting power will be diluted from 20.1% to 19.8%.

Relationship between Chairman and the Subscriber

Under the Subscription Agreement, the Subscriber will be subscribing for newly issued ordinary shares in the Company. The Subscriber is the trustee of a self-managed superannuation fund, which was established many years ago under the name "Peet Superannuation Fund", The Non-executive Chairman of the Company, Mr Anthony Wayne (Tony) Lennon ("Chairman"), and his wife are the only remaining members of the Fund. The Chairman and his wife are also the directors and shareholders of the Trustee. Due to these relationships, the Subscriber is a related party of the Company and so the Chairman Placement requires shareholder approval under ASX Listing Rule 10.11.

Terms of the Subscription Agreement

Under the Subscription Agreement, the Company has agreed (subject to certain conditions being met) to issue 6,956,522 ordinary shares to the Subscriber at the Issue Price of $1.15 (being a total of $8,000,000.30).

Completion of the Subscription Agreement remains subject to:

• the Chairman Placement being approved by an ordinary resolution of the shareholders of the Company (other than the Subscriber and its associates, including the Chairman) as required under the ASX Listing Rules by no later than 5.00pm on 31 May 2013 (unless otherwise agreed between the Company and the Subscriber); and
• the Offer becoming unconditional, apart from the underwriting and prescribed occurrences conditions.

If the conditions precedent are met (or in the case of the second precondition, is waived by the Company), then completion under the Subscription Agreement will occur five (5) business days after satisfaction (or waiver) of those conditions precedent. The Subscription Agreement will be terminated if the Company withdraws the Offer prior to completion.

Other information

Except as provided for in this Notice, there is no other information known to the Company that is material to the decision as to how to vote on the proposed resolutions.

Further information regarding the resolutions

1 Approval of the issue of shares to the Trustee of the Fund

ASX Listing Rule 10.11 approval

Broadly, ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, an entity must not issue or agree to issue equity securities to a related party without shareholder approval.

The Subscriber is the self-managed superannuation fund of the Company's Non-executive Chairman, Mr Anthony Wayne (Tony) Lennon and for the purposes of ASX Listing Rule 10.11, is considered a related party of the Company.

Exception 14 in ASX Listing Rule 7.2 provides that, if approval is given under ASX Listing Rule 10.11 for such an issue, approval is not required under ASX Listing Rule 7.1.

For the purposes of ASX Listing Rule 10.13, the following information is provided:

(i) Recipient of shares under the Chairman Placement

Golden Years Holdings Pty Limited as trustee for Peet Superannuation Fund. The Chairman of the Company, Mr Tony Lennon, is a shareholder and Director of Golden Years Holdings Pty Limited and is a member of the Fund. The Chairman controls the Subscriber and so the Subscriber is a related party of the Company.

(ii) Number of shares to be issued under the Chairman Placement

6,956,522 fully paid ordinary shares.

(iii) Issue date

No later than 17 June 2013 (being 1 month after the date of the EGM).

(iv) Relationship that requires the approval to be obtained

Mr Tony Lennon, being the Non-executive Chairman of the Company, is a member of the Fund and a shareholder and Director of the Trustee.

(v) Issue price and terms of issue

Shares will be issued at the Issue Price, being $1.15 per ordinary share. The other terms and conditions of the Chairman Placement are set out above.

Having regard to the Issue Price being the same as set under the Unconditional Placement and the Conditional Placement, and given the Chairman Placement will not proceed unless the Offer is unconditional, the Board considers the Chairman Placement to be on arm's length terms.

These shares will, upon payment by the Subscriber of the Issue Price, be issued as fully paid ordinary shares of the Company which rank equally from the date of issue with existing ordinary shares of the Company.

(vi) Voting exclusion statement

Refer to the "voting exclusion statement" in the Notice to which this Explanatory Memorandum is attached.

(vii) The intended use of the funds raised

The funds raised will be applied towards the acquisition of CIC (including transaction costs) and for additional working capital to support the repayment of the CIC multi-option facility, if appropriate, and to deliver the Company's existing projects, reduce debt and invest in new opportunities.

Maximum extent of increase in voting power

If the Unconditional Placement and the Conditional Placement are completed, then the voting power of the Chairman will decrease from 26.4% to 20.1%. If the Chairman Placement goes ahead, the voting power of the Chairman will increase to 21.4%. This voting power in the Company is still 5% less than what was held prior to the announcement of the Offer and may be further diluted down to 21.1% if approximately $8 million of shares in the Company are then issued under the SPP.

Ability to increase voting power under Chairman Placement

Section 606 of the Corporations Act provides that the Chairman and his associates must not increase their voting power in the Company from a starting point that is above 20% to a greater percentage amount unless an exception applies. The Chairman will fall within the exception set out in item 9 of section 611 of the Corporations Act, being a "3% creep in 6 months". This applies as the Chairman will continue to have voting power in the Company of at least 19% at all times in the 6 months prior to the Chairman Placement and its maximum voting power will not be more than 3% higher than what it had 6 months before the issue under the Chairman Placement – it will actually be 5% less (a decrease from 26.4% to 21.4%).

Director's recommendation in respect of Resolution 1

The Directors of the Company (other than the Chairman and his son, Director Mr Anthony James Lennon) unanimously recommend that shareholders vote in favour of Resolution 1.

2 Ratification of issue of securities

Broadly, ASX Listing Rule 7.1 prohibits an entity issuing or agreeing to issue equity securities that, in any rolling 12-month period, amount to more than 15% of its ordinary securities (calculated in accordance with a prescribed formula) unless it obtains shareholder approval or an exception applies.

Pursuant to ASX Listing Rule 7.4, where a company in general meeting ratifies a previous issue of securities which was made without approval under ASX Listing Rule 7.1 and the previous issue did not breach ASX Listing Rule 7.1, those securities shall be deemed to have been made with shareholder approval for the purposes of ASX Listing Rule 7.1.

The Conditional Placement is exempt under ASX Listing Rule 7.2 exception 6 from the limit on issuing equity securities under ASX Listing Rule 7.1 and accordingly is not the subject of the ratification resolution. Listing Rule 7.2 exception 6 provides that an issue of shares is exempt if it occurs in relation to an off-market takeover offer that is unconditional and the proceeds are used to fund the cash consideration for the acquisition of shares under the offer. Accordingly, the ratification resolution applies only to the Unconditional Placement.

The ratification resolution does not affect the Unconditional Placement, which has been conducted in accordance with the capacity of the Company to issue shares under ASX Listing Rule 7.1. The purpose of the resolution is to refresh the Company's placement capacity under Listing Rule 7.1 as referred to above.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:

(i) The number of shares issued under the Unconditional Placement

43,579,627 is the maximum total of ordinary shares in the Company that will be issued under the Unconditional Placement.

(ii) The price at which the shares are issued

The Issue Price of the shares under the Unconditional Placement is $1.15 per ordinary share.

(iii) The terms of the shares

The shares under the Unconditional Placement will be issued as fully paid ordinary shares of the Company which rank equally from the date of issue with existing ordinary shares of the Company.

(iv) The names of the allottees or the basis on which the allottees were determined

The shares under the Unconditional Placement will be issued to:

• if in Australia, sophisticated investors or professional investors for the purposes of sections 708(8) or 708(11) of the Corporations Act respectively who are also "wholesale clients" as defined in section 761G of the Corporations Act; or
• if outside Australia, to persons whom an invitation or offer to acquire shares and any sale of those shares is permitted by the laws of the jurisdiction in which they are situated without the need for any lodgment, registration, formality or filing,

and in each case, where those investors participated in, and were allocated shares under, the bookbuild of the Conditional Placement and Unconditional Placement conducted on 10 April 2013.

(v) The intended use of the funds raised

The funds raised will be applied towards the acquisition of CIC (including transaction costs) and for additional working capital to support the repayment of the CIC multi-option facility, if appropriate, and to deliver the Company's existing projects, reduce debt and invest in new opportunities.

(vi) Voting exclusion statement

Refer to the "voting exclusion statement" in the Notice to which this Explanatory Memorandum is attached.

Directors' recommendation in respect of Resolution 2

The Directors of the Company unanimously recommend that shareholders vote in favour of Resolution 2.

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 2.

Peet Limited | ABN 56 008 665 834

Lodge your vote:

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 557 010 (outside Australia) +61 3 9415 4000

Proxy Form

*M000001Q02*

For your vote to be effective it must be received by 10.00am (AWST) Wednesday 15 May 2013

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

SRN/HIN: View or update your securityholding, 24 hours a day, 7 days a week: Review your securityholding Update your securityholding Your secure access information is: PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. www.investorcentre.com

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

Proxy Form Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf STEP 1

XX

I/We being a member/s of Peet Limited hereby appoint

the Chairman OR of the meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Extraordinary General Meeting of Peet Limited to be held at the Parmelia Hilton Hotel, 14 Mill Street, Perth, Western Australia on Friday, 17 May 2013 at 10.00am (AWST) and at any adjournment of that meeting.

STEP 2

Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

1.	Approval of the issue of shares to Golden Years Holdings Pty Limited as Trustee for Peet Superannuation Fund
2.	Ratification of issue of securities

The respective Chairman of the Meeting in respect to each item of business, intends to vote undirected proxies in favour of that item of business.

SIGNSignature of Securityholder(s)		This section must be completed.
Individual or Securityholder 1	Securityholder 2		Securityholder 3
Sole Director and Sole Company Secretary	Director		Director/Company Secretary
ContactName		ContactDaytimeTelephone		Date	/	/