Peet : 16 October 2020 - PPC - Peet Limited Notice of 2020 Annual General Meeting

16 October 2020

Mark Announcements Office

Australian Securities Exchange

20 Bridge Street

SYDNEY NSW 2000

Peet Limited - Notice of 2020 Annual General Meeting ("AGM")

In accordance with ASX Listing Rule 3.17.1, please find attached the Notice of AGM and the Proxy Form in relation to the 2020 AGM of Peet Limited (ASX: PPC) ("Peet"), to be held virtually on Thursday, 19 November 2020, commencing at 10.00am (AWST), 12.00pm (AEST), 1.00pm (AEDT).

These documents, together with information on our 2020 virtual AGM, are also available on Peet's website at www.peet.com.au/agm.

This announcement is authorised for release to the market by the Board of Peet.

PEET LIMITED

ABN 56 008 665 834

NOTICE OF ANNUAL 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 ANNUAL GENERAL MEETING ("AGM")

Notice is given that the AGM of Peet Limited ("the Company" or "Peet") will be held as a virtual meeting on Thursday, 19 November 2020 at 10.00am (AWST).

Agenda items

1. Financial report
   To receive and consider the financial report of the Company and the reports of the Directors and auditor for the year ended 30 June 2020.
2. Resolution 1 - Re-election of Anthony James Lennon
   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That Anthony James Lennon, being a Director of the Company, who retires in accordance with rule 8.1(d) of the Company's Constitution, and being eligible, be re- elected as a Director of the Company."
3. Resolution 2 - Re-election of Vicki Krause
   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That Vicki Krause, being a Director of the Company, who retires in accordance with rule 8.1(d) of the Company's Constitution, and being eligible, be re-elected as a Director of the Company."
4. Resolution 3 - Adoption of Remuneration Report
   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That the Company's Remuneration Report for the year ended 30 June 2020 be adopted."
   Note: The vote on this item is advisory only and does not bind the Directors or the Company.
   Voting exclusion statement
   The Corporations Act 2001 (Cth) ("Corporations Act") restricts members of the Company's key management personnel ("KMP") and their closely related parties from voting in relation to Resolution 3 in certain circumstances.
   The Company will disregard any votes cast on the proposed Resolution 3:
5. • by or on behalf of members of the KMP named in the Remuneration Report for the year ended 30 June 2020 and closely related parties of those persons, regardless of the capacity in which the vote is cast; or
   • as a proxy by members of the KMP at the date of the meeting and their closely related parties,

unless the vote is cast as proxy for a person entitled to vote on Resolution 3:

• in accordance with a direction on the proxy form; or
• by the Chairman of the meeting in accordance with an express authority in the proxy form to vote undirected proxies as the Chairman sees fit even though Resolution 3 is connected with the remuneration of the KMP.

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5 Resolution 4 - Approval for the grant of FY21 Performance Rights under the Peet Limited Performance Rights Plan to Brendan Gore

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

"For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given to grant 1,244,754 FY21 Performance Rights to the Managing Director and Chief Executive Officer, Mr Brendan Gore, under the Peet Limited Performance Rights Plan, as amended from time to time, and on the terms and conditions summarised in the Explanatory Memorandum."

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of any Director who is eligible to participate in the Peet Limited Performance Rights Plan, or an associate of those persons.

However, this does not apply to a vote cast in favour of Resolution 4 by:

• a person as proxy or attorney for a person entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• the Chairman of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

1. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

A vote on Resolution 4 must not be cast as proxy by a person who is a member of the KMP at the date of the meeting or their closely related parties where the proxy appointment does not specify the way the proxy is to vote on the resolution, unless:

• the proxy is the Chairman of the meeting; and
• the proxy appointment expressly authorises the Chairman to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a KMP member.

Explanatory Memorandum

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of AGM.

By Order of the Board

Dom Scafetta

Group Company Secretary

16 October 2020

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