Peet : 23rd December 2016 - Confirmation of Release - PPC - Peet Bonds - notice to Holders / ASX of release to guarantor

23 December 2016

Peet Bonds - notice to Holders / ASX of release of guarantor

Series 1, Tranche 1 Peet Bonds ("Peet Bonds") (ASX: PPCHA)

Peet Limited ("Peet") refers to the announcement it made today in relation to the establishment of a new wholesale fund for the development of the New Haven estate in Tarneit, Melbourne.

As part of the above transaction, Peet No 1895 Pty Limited ("Peet 1895") (which is the owner of the New Haven estate and up to the date of the transaction was a wholly-owned subsidiary of Peet) was released as a guarantor under the Group's syndicated or other term loan arrangements in respect of which it provided a Guarantee.

The lenders of the Group's syndicated loan facilities have also agreed to release a number of other wholly-owned subsidiaries of Peet as guarantors under those facilities. These other wholly-owned subsidiaries ("Other Released Guarantors") are dormant entities, which between them hold approximately 0.01% of the total assets of the Group.

Condition 4.3 of the Peet Bonds provides that Peet will ensure that, at all times, each entity which provides a guarantee of any of the Group's indebtedness owing under any syndicated or other term loan arrangement will provide a Guarantee in respect of the Peet Bonds.

Subject to Condition 4.3 of the Peet Bonds, clause 3.2 of the Guarantee allows the obligations of Guarantors of the Peet Bonds to be terminated by Peet giving 30 days' notice to the Trustee, the holders of the Peet Bonds and the ASX. The Trustee agreed to an amendment of clause 3.2 (see attached the Supplemental Trust Deed documenting such amendment) so that Peet was not required to provide 30 days' notice to Holders of the termination of Peet 1895 and the Other Released Guarantors as Guarantors of the Peet Bonds. The Trustee also agreed to include a power for the Trustee to waive the 30-day notice period requirement in future. Holders should refer to the attached Supplemental Trust Deed for full details of both amendments.

Accordingly, Peet gives notice that the obligations of Peet 1895 and the Other Released Guarantors under the Guarantee are terminated and that the Guarantee is revoked in respect of Peet 1895 and the Other Released Guarantors with effect today. Such revocation will not affect the liability of any other Guarantor of the Peet Bonds not referred in this notice.

Capitalised expressions in this notice have the meanings given in the Terms of the Peet Bonds (which are in Schedule 1 to the Peet Bonds Trust Deed, a copy of which was provided to Holders via the ASX on 3 May 2016).

For investor inquiries call: Managing Director and Chief Executive Officer Brendan Gore Peet Limited [phone]

For media inquiries call: Marie Mills Mills Wilson [phone], 0418 981 202 [e-mail]

Peet Bonds - Supplemental Trust Deed

Dated 6 December 2016

King & Wood Mallesons

Level 61

Governor Phillip Tower 1 Farrer Place

Sydney NSW 2000 Australia

T [phone]

F [phone]

DX 113 Sydney www.kwm.com

Peet Bonds - Supplemental Trust Deed Contents

Details 1

General terms 3

1

1.1

1.2

Interpretation 3

Definitions 3

Interpretation 3

2

2.1

2.2

2.3

Amendment to the Trust Deed 3

Amendments which apply to Series 1 Bonds only 3

Amendments which apply to Series 1 Bonds and any new

Series of Peet Bonds issued on or after the date of this deed 4

Acknowledgement 4

1. General 4

2. Conflict 4

3. Counterparts 4

4. Governing Law and Jurisdiction 4

5. Schedule 6

   Signing page 8

   © King & Wood Mallesons 30658066_7

   Peet Bonds - Supplemental Trust Deed 2 December 2016

   Peet Bonds - Supplemental Trust Deed

   Details

   Parties Issuer, Guarantors and Trustee

   Issuer Name Peet Limited (ABN 56 008 665 834)

   Address Level 7

   200 St Georges Terrace Perth WA 6000

   Fax [phone]

   Email [e-mail]

   Attention Company Secretary

   Guarantors Name Each of the entities listed in Schedule 3 to

   the Trust Deed (as defined below), except for Peet No. 119 Pty Limited

   Address Level 7

   200 St Georges Terrace Perth WA 6000

   Fax [phone]

   Email [e-mail]

   Attention Company Secretary

   Trustee Name Australian Executor Trustees Limited

   (ABN 84 007 869 794)

   Address Level 22

   207 Kent Street

   Sydney NSW 2000

   Fax [phone]

   Email [e-mail]

   Attention Corporate Trust

   Recitals

   A The parties hereto (together with Peet No. 119 Pty Ltd) entered into the Peet Bonds Trust Deed dated 2 May 2016 ("Trust Deed").

   B The parties to this deed wish to amend the Trust Deed as set out herein in respect of (a) the Series 1, Tranche 1 Bonds ("Series 1 Bonds") issued pursuant to the Trust Deed on 7

   © King & Wood Mallesons 30658066_7

   Peet Bonds - Supplemental Trust Deed 2 December 2016