10 April 2013

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

PEET ANNOUNCES \$76 MILLION CASH TAKEOVER OFFER FOR CIC AUSTRALIA LIMITED AND EQUITY RAISING

Peet Limited (ASX: PPC) ("Peet" or the "Company") has today announced a \$76 million all cash takeover offer for ASX listed residential property developer, CIC Australia Limited (ASX: CNB) ("CIC"), which has major projects in NSW, ACT, SA and NT (the "Offer").

Acquisition

• CIC is a listed residential property developer with seven active projects across the ACT, NSW, SA and NT with over 500 exchanged contracts worth \$148 million
• High quality projects contribute to FY14 earnings growth
• Key CIC projects held in capital efficient joint ventures and co-investment structures
• Peet has agreed to acquire a 19.9% stake in CIC, either through the bid, or otherwise through direct acquisition, from CIC's major shareholder, Guinness Peat Group
• A majority of CIC's board and a majority of CIC's independent directors have recommended the offer, subject to no superior proposal
• All cash offer price of \$0.60 per CIC share1

Funding and impact on Peet

• Peet is undertaking a \$124 million equity raising via placements to fund the acquisition of CIC, support the repayment of the CIC multi-option facility, if appropriate, and to provide additional working capital
• Share Purchase Plan for eligible Peet shareholders, capped at \$8 million, which potentially increases the equity raising up to \$132 million
• The acquisition of CIC is expected to be neutral to FY13 operating EPS
• Peet expects the acquisition of CIC will be at least 10% accretive to FY14 operating EPS
• Peet intends to reinstate its dividend for FY14 onwards, targeting a 50% payout ratio
• Peet covenant gearing2 as at 31 December 2012 pro forma for 100% CIC acquisition and equity raising reduces from 37% to 31%

¹ CIC registered shareholders as at 12 April 2013 will also receive CIC's final declared dividend of \$0.03 per share in respect to CY2012, payable 21 May 2013 ²

⁽Total interest bearing liabilities (including deferred payment obligations) less cash) / (Total assets adjusted for market value of inventory less cash, less intangible assets)

TAKEOVER OFFER

Peet has secured a 19.9% stake in CIC, either through the bid, or, otherwise, through direct acquisition, from CIC's major shareholder, Guinness Peat Group (ASX: GPG) for \$0.60 per CIC share3 .

Peet's Offer price of \$0.60 per CIC share represents:

• 13.0% discount to CIC's net assets as at 31 December 20124 ;
• 4.8% discount to the closing price of CIC Shares on 9 April 2013, the last trading day prior to the announcement of the Offer; and
• 9.9% premium to the volume weighted average price over the six months leading up to and including the last day of trading prior to the announcement of the Offer5 .

A majority of CIC's board and a majority of CIC's independent directors have recommended the Offer, subject to there being no superior proposal. Colin Alexander (Chief Executive Officer and Managing Director of CIC), while not making a recommendation, has confirmed that he will accept the Offer for his own shares (approximately 4% of CIC), subject to no superior proposal. Maurice Loomes (Chairman of CIC) makes no recommendation or statement of intention concerning his shareholding. Anthony Carey (Chief Operating Officer and Executive Director of CIC), the only other director who holds shares, intends to accept the Offer for his own shares, subject to no superior proposal.

The Offer is subject to Peet acquiring at least 50.1% of CIC's shares, CIC's and CIC's JVs' banks' consents and a CIC JV concludes a facility with CBA, no termination of the Placement Agreement by the underwriter and a number of other standard bid conditions, which are set out in the attached Bid Implementation Agreement.

Peet has appointed Merrill Lynch as financial advisor and King & Wood Mallesons as legal advisor.

ACQUISITION OVERVIEW

CIC is a residential property development company which was founded in 1986 and has been listed on the ASX since 1987. The company is headquartered in Canberra and has seven active projects, the majority of which are held through capital efficient joint ventures and co-investment structures.

Peet Managing Director and CEO, Mr Brendan Gore commented that the acquisition is consistent with Peet's strategy of acquiring and developing assets under a capital efficient model.

"CIC's business – with its joint venture and co-investment relationships - complements our strategy, and enables Peet to receive development management and sales fees as well as development profits on these investments," said Mr Gore. "We will work with the CIC team to further expand those co-investment relationships in the future."

3 Guinness Peat Group will also receive CIC's final declared dividend of \$0.03 per share, payable 21 May 2013 ⁴ CIC net assets of \$0.69 per share as at 31 December 2012, diluted for exercise of in-the-money options and after payment of the \$0.03 per

share dividend declared on 28 February 2013 ⁵

Trading price adjusted for the payment of \$0.03 per share dividend

This transaction will also provide Peet diversification into the new markets of Australian Capital Territory, South Australia and Northern Territory with projects that will contribute to cash flow and FY14 earnings growth.

"While the acquisition of CIC will significantly increase Peet's land bank to more than 53,000 lots with a gross development value of more than \$10 billion it is important to note that all of the CIC projects are active and will contribute to FY14 earnings growth and increase operating cash flows. CIC has significant pre-sales in place, with over 500 lots pre-sold worth over \$148 million."

"CIC also has proven success in the built-form environment which provides Peet with the potential to leverage this expertise into Peet's existing projects," said Mr Gore.

EQUITY RAISING

Peet is undertaking placements to raise up to \$124 million, being applied as follows:

• \$83 million to fund the acquisition, including transaction costs; and
• \$41 million in additional working capital to support the repayment of the CIC multi-option facility, if appropriate, and to be used to deliver Peet's existing projects, reduce debt and invest in new opportunities.

The equity raising is comprised of three separate placements (the "Placements"):

• \$50 million underwritten unconditional placement to institutional investors (Unconditional Placement);
• \$66 million underwritten placement to institutional investors, conditional on Peet's takeover offer for CIC becoming unconditional (Conditional Placement); and
• \$8 million non-underwritten placement to entities associated with Peet's Chairman, subject to Peet shareholder approval (Chairman Placement).

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

If the Offer is successful, Peet will also undertake a non-underwritten Share Purchase Plan ("SPP") to provide eligible retail shareholders with the opportunity to participate in the equity raising, capped at \$8 million6 . Under the SPP, eligible shareholders, registered as Peet shareholders as at 7.00pm on Tuesday 9 April 2013, will be invited to participate to a maximum of \$15,000 per shareholder. Peet reserves the right (in its absolute discretion) to scale back the maximum participation amount per shareholder if total demand exceeds \$8 million. The SPP will not be undertaken if the Offer is unsuccessful.

The Placements and SPP will be undertaken at an issue price of \$1.15. New shares issued under the Placements and SPP will rank equally with existing Peet shares.

⁶ The SPP is subject to the terms set out in the SPP booklet which will be sent to eligible shareholders after the successful close of the Offer. If the Offer is not successful, the SPP will not proceed.

The Unconditional Placement is expected to settle on Tuesday, 16 April 2013 while the Conditional Placement will settle approximately three business days after Peet announces its takeover offer for CIC has become unconditional (other than the Placement Agreement not being terminated by the underwriter and no prescribed occurrences)7 .

The Conditional Placement and Unconditional Placement are fully underwritten by Merrill Lynch.

Indicative transaction timetable

Record Date for SPP 7.00pm Tuesday, 9 April 2013 Announcement of takeover offer and equity raising Wednesday, 10 April 2013 Peet shares recommence trading Thursday, 11 April 2013 Despatch Peet's Bidder's Statement, Offer opens Tuesday, 16 April 2013 Settlement of Unconditional Placement Tuesday, 16 April 2013 Allotment and trading of new Peet shares Wednesday, 17 April 2013 Despatch of Target's Statement Prior to Tuesday, 30 April 2013 Settlement of Conditional Placement 3 business days after Peet announces

bid is unconditional Offer closes (unless extended) Friday, 24 May 2013

TRANSACTION IMPACT ON PEET

The transaction is expected to be neutral to Peet's FY13 operating EPS, with FY13 operating NPAT of \$12- 15 million, excluding the impact of transaction costs, which will be expensed during FY13. Peet expects FY14 operating EPS accretion of greater than 10% and intends to reinstate its dividend from FY14 onwards, targeting a payout ratio of 50%.

The transaction significantly accelerates Peet's debt reduction strategy through the equity raising and CIC's operating cash flows. Peet's covenant gearing8 as at 31 December 2012, pro forma for the acquisition and Placements, reduces to 31% from 37%.

If the Offer is not successful, the Conditional Placement, Chairman Placement and SPP will not occur. However, Peet will still acquire a 19.9% stake in CIC from Guinness Peet Group. Peet will use surplus funds from the Unconditional Placement to invest in existing project delivery, reduce debt and then invest in new opportunities. In this scenario, Peet expects FY13 operating earnings to remain within the range previously provided to the market of \$11-15 million. Peet would also still intend to reinstate dividends from FY14, targeting a 50% payout ratio.

⁷ Peet's takeover will become unconditional once Peet has received acceptances for greater than 50% of CIC, banks' consents under CIC and CIC JV facilities, a CIC JV concludes a facility with CBA and provided the Placement Agreement has not been terminated, subject to

other conditions not being triggered, as set out in the attached Bid Implementation Agreement. ⁸ (Total interest bearing liabilities (including deferred payment obligations) less cash) / (Total assets adjusted for market value of inventory less cash, less intangible assets)

If the Offer is successful but Peet does not acquire greater than 90% of CIC, Peet will not be able to undertake compulsory acquisition of CIC minorities. CIC will remain a separate company but will be consolidated by Peet and have Peet nominees appointed to its board. Peet's FY14 earnings accretion will still be greater than 10% (provided Peet acquires greater than 75% of CIC), however, will be less than if it were to acquire 100% of CIC.

Peet Limited Managing Director and CEO, Brendan Gore, said the all-cash takeover offer for CIC was a strategic opportunity with significant benefits for the Peet Group.

For investor inquiries, contact: Brendan Gore Managing Director and Chief Executive Officer

Peet Limited (08) 9420 1111

For media inquiries, contact: Marie Mills Mills Wilson Communication Consultants 0418 918 202 [email protected]

Annexure 1 - Bid Implementation Agreement

Perth | Melbourne | Brisbane Enriching lives since 1895 | Asset Manager | Land Syndicator | Fund Manager Peet Limited | ACN 008 665 834

10 April 2013 Dated

Peet Limited (ACN 56 008 665 834) ("Bidder") CIC Australia Limited (ABN 92 003 157 515) ("Target")

King & Wood Mallesons Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T+61 2 9296 2000 F+61 2 9296 3999 DX 113 Sydney www.kwm.com Ref: DLF/BHM/PS/SC

© King & Wood Mallesons
11376926_11

Bid Implementation Agreement
Contents

$\mathbf{1}$	General terms	3
	Definitions and interpretation	3
1.1 1.2	Definitions	3
1.3	References to certain general terms	9
1.4	Next day Next Business Day	11
1.5	Headings	11
1.6	Joint Venture interests	11 11
$\overline{2}$	The Offer	12
2.1	Offer by Bidder	12
2.2	Consideration	12
2.3	Conditions of the Offer	12
2.4	Offer Period	12
2.5	Takeover Bid Extension to Target Shares	12
2.6	Conduct of Takeover Bid	12
3	Co-operation	13
3.1	General obligations	13
3.2 3.3	Access to people and information	13
3.4	Implementation obligations of Target Appointment of directors	13
3.5	Excluded information	14
4	The Placement	14
		14
5	Target Options	15
6	Recommendation and documentation	16
6.1	Bidder's obligations to prepare documentation	16
6.2	Target's obligations to prepare documentation	16
	Provision of Information	16
6.3	Directors' recommendations	17
6.4
6.5	Timetable	17
6.6	Consent to early despatch of Bidder's Statement	17
7	Announcement of Takeover Bid	17
7.1	Public announcement of Takeover Bid	17
7.2	Required Disclosure	17
7.3 7.4	Competing Transactions Other Announcements	17
8	Conduct of business	17 18
8.1	Overview
8.2 8.3	Specific obligations	18 18

ŧ

8.4	Permitted actions	19
9	Exclusivity	19
9.1	No existing discussions	19
9.2	No-shop	19
9.3	No-talk	20
9.4	Notice of approach	20
9.5	Notification and Matching Offer	21
9.6	Exceptions to no-talk	21
9.7 9.8	Compliance with law	22
	Legal advice	22
10	Reimbursement of costs	22
10.1	Rationale	22
10.2 10.3	Payment of Compensating Amount by Target to Bidder	22
10.4	Payment of Compensating Amount by Bidder to Target Payment	23
10.5	Exclusive Remedy	24
10.6	No Payment	24 24
10.7	Compliance with law	24
10.8	Target Limitation of Liability	24
10.9	Bidder Limitation of Liability	25
10.10	Survival	25
11	Warranties	25
11.1	Bidder Warranties	25
11.2 11.3	Bidder indemnity	25
11.4	Target Warranties Target indemnity	26
12		27
	Termination	27
12.1 12.2	Termination rights	27
12.3	Termination by Bidder Termination by Target	28
12.4	Effect of termination	28 28
13	Confidential Information obligations
13.1		28
13.2	Disclosure of Target Confidential Information Use of Target Confidential Information	28
13.3	Disclosure by recipient of Confidential Information	29 29
13.4	Excluded Information	29
13.5	Privilege	29
13.6	Return of Confidential Information	29
13.7	Termination	29
13.8	Termination of existing Confidentiality Agreement	29
14	Notices and other communications	29
14.1	Form - all communications	29
14.2	Delivery	30
14.3	When effective	30
14.4	When taken to be received	30
14.5	Receipt outside business hours	30

15 Goods and services tax (GST)	30
15.1 Consideration does not include GST	30
15.2 Recovery of GST	31
15.3 Time of payment	31
15.4 Adjustment of additional amount	31
15.5 Reimbursement	31
15.6 Survival	31
16 Miscellaneous	31
16.1 Discretion in exercising rights	31
16.2 Partial exercising of rights	31
16.3 No liability for loss	31
16.4 Approvals and consents	31
16.5 Conflict of interest	31
16.6 Remedies cumulative	32
16.7 Variation and waiver	32
16.8 No merger	32
16.9 Indemnities	32
16.10 Further steps	32
16.11 Construction	32
16.12 Costs	32
16.13 Stamp duty	32
16.14 Entire agreement	32
16.15 Assignment	33
16.16 No representation or reliance	33
16.17 Governing law 16.18	33
Counterparts 16.19	33
Knowledge and belief	33
Schedule 1 - Timetable	34
Schedule 2 - Conditions to the Offer	35
Schedule 3 - Prescribed Occurrences	39
Schedule 4 - Target securities	40
Schedule 5 - Announcements	41
Signing page	43

Details

Parties	Bidder and Target
Bidder	Name		Peet Limited
	ACN		56 008 665 834
	Fax		+61 8 9481 4712
	Address		Level 7, 200 St Georges Terrace, Perth, Western Australia, 6000, Australia
		Attention	Group Company Secretary
	any	With a copy of communication under clause 14 to be sent for the attention of	Peter Dumas (Chief Investment Officer)
Target	Name		CIC Australia Limited
	ACN		ABN 92 003 157 515
	Address		Level 3, 64 Allara Street, Canberra, ACT, 2600, Australia
	Fax		+ 61 2 6230 0811
	Attention		Company Secretary
	any	With a copy of communication under clause 14 to be sent for the attention of	The Chief Executive Officer
Recitals	A	Bidder is proposing to acquire all of the Target Shares by way of a Takeover Bid.
	в	Target and Bidder have agreed to co-operate with each other in relation to the Takeover Bid on the terms of this agreement.
	C		Bidder intends to raise capital by placements of shares in order to fund the Takeover Bid.

ă,

Governing law	New South Wales
---------------	-----------------

See Signing page

Date of agreement

$\Omega$

General terms

1 Definitions and interpretation

$1.1$ Definitions

The following words have these meanings in this agreement unless the contrary intention appears.

ACCC means the Australian Competition and Consumer Commission.

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

AIFRS means the Australian International Financial Reporting Standards.

Amount of the Consideration means:

• $(a)$ the amount of any payment in connection with a supply; and
• $(b)$ in relation to non-monetary consideration in connection with a supply, the GST exclusive market value of that consideration as reasonably determined by the supplier.

Announcements means the announcements substantially in the form of Schedule 5.

Announcement Date means the date the Takeover Bid is announced in accordance with clause 7 and the Timetable.

ASIC means the Australian Securities and Investments Commission.

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

Authorised Officer means, in respect of a party, a director or secretary of the party or any other person appointed by a party to act as an Authorised Officer under this agreement.

Bidder's Statement means the bidder's statement to be issued by Bidder in respect of the Takeover Bid.

Business Day means a business day as defined in the Listing Rules.

Business Hours means from 9.00am to 5.00pm on a Business Day.

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

Compensating Amount means an amount equal to A\$750,000.

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

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

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

Conditions means the conditions to the Offer which are set out in Schedule 2.

Confidential Information means all confidential, non-public or proprietary information regardless of how the information is stored or delivered, exchanged between the parties before, on or after the date of this agreement relating to the business, technology or other affairs of the Target.

Conditional Placement has the meaning given in clause 4(a)(ii).

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:

• $(a)$ 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 \$35,414,948; and
• for a construction loan facility pursuant to a facility offer dated 25 $(b)$ February 2013 with a total limit of \$4,120,000.

Data Room Materials means the materials in the "Project Phoenix" data room hosted by Ansarada on http://dataroom.ansarda.com/projectphoenix as at the day before the date of this agreement, the information on which is duplicated on the two copies of the non-rewritable disc or other device for the storage of electronic information as agreed by the parties for identification.

Details means the section of this agreement headed "Details".

Encumbrance means any mortgage, lien, charge, pledge, assignment by way of security, security interest, title retention, preferential right or trust arrangement, claim, covenant, profit a prendre, easement or any other security arrangement or any other arrangement having the same effect.

End Date means the earliest of:

• date of termination of this agreement in accordance with its terms; $(a)$
• the end of the Offer Period or any earlier date on which the Offer lapses $(b)$ or is withdrawn; and
• 120 days from the date of this agreement. $(c)$

Exercise Conditions has the meaning given in the Option Plan.

Excluded Information means Confidential Information which:

• $(a)$ is in or becomes part of the public domain other than through a breach of this agreement or an obligation of confidence owed to the party providing the Confidential Information;
• $(b)$ the recipient of the Confidential Information can prove by contemporaneous written documentation was already known to it at the time of disclosure by the party providing the Confidential Information (unless this knowledge arose from disclosure of information in breach of an obligation of confidentiality); or
• $(c)$ the recipient of the Confidential Information acquires from a source other than the party providing the Confidential Information or any Related Body Corporate or Representative of the party providing the Confidential Information where the source is entitled to disclose it.

Exclusivity Period means the period commencing on the date of this agreement and ending on the End Date.

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

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).

GST means a goods and services or similar tax imposed in Australia.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cwith).

GPG Australia means GPG (No 1) Pty Limited.

Input Tax Credit has the meaning it has in the GST Act.

A person is Insolvent if:

• $(a)$ it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or
• $(b)$ it is in liquidation, in provisional liquidation, under administration or wound up or has had a controller appointed to any part of its property; or

• it is subject to any arrangement, assignment, moratorium or composition, $(c)$ protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other parties to this agreement); or

• $(d)$ an application or order has been made (and in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of (a), (b) or (c) above; or

• it is taken (under section 459F(1) of the Corporations Act) to have failed $(e)$ to comply with a statutory demand; or
• $(f)$ it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or it makes a statement from which another party to this agreement reasonably deduces it is so subject); or
• $(g)$ it is otherwise unable to pay its debts when they fall due; or
• $(h)$ something having a substantially similar effect to (a) to (g) happens in connection with that person under the law of any jurisdiction.

JV Prescribed Occurrence means a Prescribed Occurrence, with, for the avoidance doubt, the interpretation provisions in clause 1.6(e) applying.

Joint Venture means each of the joint ventures between:

• Land Management Corporation and CIC Northgate Pty Limited to $(a)$ 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");
• Target, Charles Darwin University and the Larrakia Development $(c)$ Corporation Pty Limited concerning the land development project at Charles Darwin University's Palmerston campus in Durack, Darwin; 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.

Listing Rules means the Listing Rules of ASX Limited.

Lodgement Date means the date Bidder lodges the Bidder's Statement with ASIC.

Matching Offer has the meaning given in clause 9.5(c).

Material Adverse Change means:

• any event, change, condition, matter or circumstance occurring; $(a)$
• $(b)$ information is disclosed or announced by Target concerning any event, change, condition matter or thing; or
• $(c)$ information concerning any event, change, condition, matter or thing becomes known to Bidder (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:

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

including without limitation:

$(iv)$ any person accelerating or adversely modifying the performance of any material obligations of Target or any member of Target 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 Target 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 Target Group, taken as a whole, by at least A\$1,000,000 in the financial year for the Target Group for the 12 months ending 31 December 2013 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 Target pursuant to this agreement;
• $(b)$ the declaration or payment of the 2012 Final Dividend;
• any effect on the consolidated net profit after tax of the Target Group $(c)$ relating to the recovery of GST in relation to Target Group's Forde development;
• $(d)$ those events or circumstances relating to changes in business conditions affecting the industry in which the Target 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 Target to Bidder or its Representatives, or is otherwise known to Bidder or its Representatives on or prior to the date of this agreement or otherwise disclosed in public filings by Target with ASIC or provided to ASX on or prior to the date of this agreement.

Material Contract means a contract or commitment requiring total payments by, or providing revenue to, the Target Group in excess of \$4,000,000.

Nominee has the meaning given in the Option Plan.

Offer means each offer to acquire Target Shares to be made by Bidder to each Target Shareholder under the Takeover Bid on terms consistent with this agreement.

Offer Date means:

$(a)$ 16 April 2013; or $(b)$ another date agreed on in writing by the parties.

Offer Period means the period during which the Offer is open for acceptance.

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

Option Plan means the Target's Option Plan approved by shareholders of Target on 20 May 2011.

Permitted Encumbrance means an Encumbrance fairly disclosed.

Prescribed Occurrence means, subject to clause 1.6(e), any of the events listed in Schedule 3 under Prescribed Occurrence.

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

Register means the share register and option register of Target (as appropriate) and Registry has a corresponding meaning.

Register Date means the date set by Bidder pursuant to section 633(2) of the Corporations Act.

Regulatory Approval means:

• any consent, authorisation, registration, filing, lodgement, permit, $(a)$ franchise, agreement, notarisation, certificate, permission, licence, approval, direction, declaration, authority, ruling or exemption from, by or with a Regulatory Authority; or
• $(b)$ in relation to anything that would be fully or partly prohibited or restricted by law if a Regulatory Authority intervened or acted in any way within a specified period after lodgment, filing, registration or notification, the expiry of that period without intervention or action.

as may be necessary to enable a party to fulfill its obligations under this agreement.

Regulatory Authority includes:

• $(a)$ ASX, ACCC and ASIC;
• $(b)$ a government or governmental, semi-governmental or judicial entity or authority;
• a minister, department, office, commission, delegate, instrumentality, $(c)$ 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.

Representatives of a party means:

a Related Body Corporate of the party, except it only includes $(a)$ Subsidiaries of Target for the purposes of clause 3.1(b) and clause 9; and

$(b)$ each of the Officers and Advisers of the party or any of its Related Bodies Corporate (as that term is modified in paragraph (a)).

Subsidiaries has the meaning given in section 9 of the Corporations Act 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
• a body corporate or trust may be a Subsidiary of a trust if it would have $(c)$ been a Subsidiary if that trust were a body corporate.

Superior Proposal means a publicly announced Competing Transaction which following consideration of advice from Advisers is believed by the Target Board. in good faith and acting reasonably, to be:

• reasonably capable of being completed taking into account all aspects of $(a)$ the Competing Transaction, and
• more favourable to Target Shareholders than the Takeover Bid, taking $(b)$ into account all terms and conditions of the Competing Transaction.

Takeover Bid means the off-market takeover bid by Bidder for all Target Shares to be implemented in accordance with Chapter 6 of the Corporations Act.

Target Board means the board of directors of Target.

Target Group means Target and its Subsidiaries.

Target Option means an option to subscribe for Target Shares on the terms contained in the Option Plan.

Target Share means a fully paid ordinary share in Target.

Target Shareholder means a holder of one or more Target Shares.

Target's Statement means the target's statement to be issued by Target in respect of the Takeover Bid.

Tax means any tax, levy, impost, charge or duty (including stamp and transaction duties) that is assessed, levied, imposed or collected by any imposed by any Regulatory Authority together with any related interest, penalties, fines and expenses in connection with them.

Timetable means the timetable set out in Schedule 1.

Unconditional Placement has the meaning given in clause 4(a)(i).

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.

$1,2$ References to certain general terms

Unless the contrary intention appears, a reference in this agreement to:

• $(a)$ (variations or replacement) a document (including this agreement) includes any variation or replacement of it:
• $(b)$ (clauses, annexures and schedules) a clause, annexure or schedule is a reference to a clause in or annexure or schedule to this agreement:
• $(c)$ (reference to statutes) a statute, ordinance, code or other law includes requilations and other instruments under it and consolidations. amendments, re-enactments or replacements of any of them;
• $(d)$ (law) law means common law, principles of equity, and laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them):
• (singular includes plural) the singular includes the plural and vice $(e)$ versa:
• $(f)$ (person) the word "person" includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any Regulatory Authority;
• (executors, administrators, successors) a particular person includes a $(q)$ reference to the person's executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;
• (reference to a group of persons) a group of persons or things is a $(h)$ reference to any two or more of them jointly and to each of them individually:
• (dollars) Australian dollars, dollars, A\$ or \$ is a reference to the lawful $(i)$ currency of Australia:
• (Calculation of time) a period of time dating from a given day or the day $(i)$ of an act or event, is to be calculated exclusive of that day;
• (reference to a day) a day is to be interpreted as the period of time $(k)$ commencing at midnight and ending 24 hours later;
• (accounting terms) an accounting term is a reference to that term as it $(1)$ is used in accounting standards under the Corporations Act, or, if not inconsistent with those standards, in accounting principles and practices generally accepted in Australia:
• $(m)$ (meaning not limited) the words "include", "including", "for example" or "such as" when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind:
• $(n)$ (time of day) time is a reference to Sydney, New South Wales; and
• ${0}$ (fairly disclosed) a reference to a matter, information or a circumstance being "fairly disclosed" (or similar expression) means disclosed in writing to the Bidder in the Data Room Materials in a manner and in sufficient particularity that would enable a reasonable bidder and its Representatives to make a reasonable assessment of the matter. information or circumstance.

$1.3$ Next day

If an act under this agreement to be done by a party on or by a given day is done after 5.00 pm on that day, it is taken to be done on the next day.

$1.4$ Next Business Day

If an event must occur on a stipulated day which is not a Business Day then the stipulated day will be taken to be the next Business Day.

$1.5$ Headings

Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this agreement.

1.6 Joint Venture interests

Where a Target Group member is a member of a joint venture or partnership (including any of the Joint Ventures) (in this clause a JV) then references in this agreement to the assets, property, operations, business, profits, contractual arrangements or other commercial attributes of the Target 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 Target. In particular and without limiting this general principle:

• $(a)$ in the definition of Material Adverse Change the consolidated net assets and consolidated net profit after tax of the Target Group include such proportional interests of the relevant JV's assets and profits, whether or not the JV is a Subsidiary of Target;
• $(b)$ in the definition of Material Contract the payments or revenue of the Target Group under a contract include such proportional interests in the contracts entered into by or on behalf of the relevant JV:
• $(c)$ in clauses 9.3(c), 9.4(b) and 9.4(c) information about the business. operations or affairs of Target Group include such information in relation to a JV, whether or not it is a Subsidiary of Target;
• $(d)$ in clause 11.3 warranties given in relation to Target Group include warranties in relation to Target Group's proportional interests in the relevant JV's operations, assets, contracts, agreements and the disputes, claims, actions and proceedings in relation to the relevant JV, in each case whether or not the JV is a Subsidiary of Target; and
• $(e)$ other than for the purposes of Condition (j) (no Prescribed Occurrences) of Schedule 2, a Prescribed Occurrence includes:
• a disposal, agreement to dispose, charge or agreement to $(i)$ charge, by a JV, of the whole or a substantial part of its business or property; and
• a JV resolving to be wound up, the appointment of a liquidator or $(i)$ 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.

The Offer $\overline{2}$

$2.1$ Offer by Bidder

Bidder must, by no later than the Offer Date, and in any event as soon as reasonably practicable, make Offers to all Target Shareholders in respect of all of their Target Shares on the terms of this agreement and otherwise in accordance with all applicable provisions of the Corporations Act.

$2.2$ Consideration

The offer price for each Target Share will be \$0.60. Each Target Shareholder on the share register of Target on the dividend record date of 12 April 2013 will be entitled to retain 2012 Final Dividend

$2.3$ Conditions of the Offer

• The Offer and any contract which results from its acceptance will be $(a)$ subject to the Conditions.
• $(b)$ Each party must use all reasonable endeavours to satisfy the Conditions as soon as practicable after the date of this agreement.
• $(c)$ Target must use all reasonable endeavours to ensure that the Conditions in paragraphs (d) (No distributions by Target), (g) (No material acquisitions, disposals or new commitments), (j) (no Prescribed Occurrences) and (k) (no JV Prescribed Occurrences) of Schedule 2 are not breached prior to the end of the Offer Period, provided that nothing in this clause requires the directors of Target to take any action which would result in a breach of a fiduciary duty.
• $(d)$ Bidder may waive the satisfaction of the Conditions in its sole discretion.

$2.4$ Offer Period

The Offer Period will be from 16 April 2013 to 24 May 2013, unless extended by Bidder at its discretion or automatically, in each case in accordance with the Corporations Act.

$2.5$ Takeover Bid Extension to Target Shares

The Takeover Bid will extend to all Target Shares that are issued during the Offer Period due to conversion of any Target Options that exist at 11 April 2013, being the date to be set by Bidder under section 633(2) of the Corporations Act.

$2.6$ Conduct of Takeover Bid

On the first Business Day after the Conditions in paragraphs (a) (minimum acceptance), (e) (Banks' waivers) and (k) (CBA Facility) of Schedule 2 are satisfied, Bidder will waive all Conditions other than:

• the Condition in paragraph (c) (Bidder's placement not terminated); $(a)$
• $(b)$ the Condition in paragraph (j) (no Prescribed Occurrences);
• any other Condition in respect of which the Bidder has publicly $(c)$ announced a breach or suspected breach.

3 Co-operation

$3.1$ General obligations

Target and Bidder must each:

• $(a)$ use all reasonable endeavours and commit necessary resources (including management and corporate relations resources and the resources of external advisers); and
• $(b)$ procure that its Representatives work in good faith and in a timely and co-operative fashion with the other party (including by attending meetings and by providing the necessary records and information that the other party reasonably requires).

to implement the Takeover Bid.

$3.2$ Access to people and information

Between the date of this agreement and the earlier of the end of the Offer Period and the date this agreement is terminated, Target must to the extent reasonably required to implement the Takeover Bid:

• $(a)$ as soon as reasonably practicable provide Bidder and its Representatives with any documents, records, and other information (subject to any existing confidentiality obligations owed to third parties, or applicable privacy laws) reasonably requested by them; and
• $(b)$ provide Bidder and its Officers and Advisers with reasonable access within normal business hours to Target's Officers and Advisers (provided that this access does not impose an undue burden on Target) which Bidder reasonably requires for the purposes of:
• $(i)$ further understanding Target's financial position (including its cashflow and working capital position), trading performance and management control systems;
• $(ii)$ implementing the Takeover Bid:
• $(iii)$ preparing for carrying on the business of Target following implementation of the Takeover Bid, and
• any other purpose which is agreed in writing between the $(iv)$ parties.

Implementation obligations of Target $3.3$

Target must:

• provide all necessary information about the Register and historic trading $(a)$ information to Bidder which Bidder requires in order to assist Bidder to solicit acceptances under the Takeover Bid;
• $(b)$ provide all necessary directions to the Registry promptly to provide any information that Bidder reasonably requests in relation to the Register, including any sub-register, and, where requested by Bidder, Target must procure the information to be provided to Bidder in an electronic form as is reasonably requested by Bidder; and

$(c)$ undertake beneficial shareholder analysis at the request and cost of Bidder, and promptly exercise its powers under section 672A of the Corporations Act if requested to do so by Bidder, acting reasonably.

$3.4$ Appointment of directors

As soon as practicable after the Offer becomes unconditional and for so long as Bidder has a relevant interest in an aggregate of at least 50% of the total issued shares in Target, Target must use its best endeavours to allow Bidder to nominate a majority of the members of the Target Board, provided that Bidder will procure that its Representatives (including any directors appointed by Bidder pursuant to this clause 3.4) do not participate in decisions of Target in relation to the Takeover Bid.

$3.5$ Excluded information

Despite clauses 3.2 and 3.4, neither the Bidder nor its Representatives (including any directors appointed by Bidder pursuant to clause 3.4) are entitled to copies of any documents, records, or information, access to Target's officers and Advisers, or to be present at meetings of the Target Board, where the subject matter relates to the Target's consideration of the Takeover Bid or any Competing Transaction.

$\overline{\mathbf{4}}$ The Placement

Bidder must:

• $(a)$ by no later than 9.30am on the Lodgement Date, announce:
• $(i)$ an unconditional placement of its shares having an aggregate issue price of approximately \$45,800,000.00 ("Unconditional Placement"); and
• $(ii)$ a conditional placement ("Conditional Placement") of its shares being an aggregate issue price of approximately \$70,400,000.00 with settlement:
  • $(A)$ conditional on Bidder waiving certain Conditions in accordance with clause 2.6; and
  • occurring on fourth Business Day after the day on which $(B)$ Bidder announces the waiver of those Conditions, provided that none of the remaining Conditions (being the Conditions referred to in clauses $2.6(a)$ , (b) and (c)) is breached prior to settlement and not waived by Bidder:
• $(b)$ prior to the announcement of the Unconditional Placement, enter into an agreement with GPG Australia, whereby GPG Australia agrees to accept the Offer for 25,032,432 ordinary shares in Target, or sell those shares to Bidder subject to the successful completion of the Unconditional Placement; and
• $(c)$ at the time of settlement of the Unconditional Placement and the Conditional Placement, issue ordinary shares in the Bidder to the subscribing investors, and in accordance with the terms of the relevant placement.

5 Target Options

• $(a)$ Bidder may seek to acquire the Target Options by doing one or more of the following:
• $(i)$ making a takeover bid for them, to be implemented concurrently with the Offer:
• $(ii)$ making a private offer to acquire them; or
• $(iii)$ where Bidder becomes entitled under Chapter 6A of the Corporations Act to compulsorily acquire all outstanding Target Shares, compulsorily acquire the Target Options.
• Target will not waive or vary any Exercise Conditions associated with the $(b)$ Target Options unless:
• $(i)$ Bidder requests that it does so; or
• $(ii)$ the Offer becomes unconditional.
• $(c)$ If the Offer becomes unconditional and Bidder and its associates together have relevant interests in at least 50.1% of all the Target Shares, at the request of Bidder:
• $(ii)$ Target will waive all Exercise Conditions associated with the Target Options; and
• Target will exercise its discretion under the Option Plan to: $(iii)$
  • approve Bidder as a Nominee for all purposes under the $(A)$ Option Plan to allow Target Options to be transferred to Bidder; and
  • $(B)$ extend the date by which any Target Option transferred to Bidder lapses, to the date on which it otherwise would have lapsed.
• $(d)$ If Bidder requests Target to apply to ASX for a waiver from Listing Rule 6.23 to allow the Target Options to be cancelled, Target will make such application and take such other steps in connection therewith as Bidder reasonably requires, provided that it is reasonable for Target to conclude that the then outstanding Conditions remain capable of satisfaction or will be waived.
• lf: $(e)$
• $(i)$ the Offer is unconditional and Bidder has voting power of 90% or more in Target; and
• $(ii)$ Bidder elects that Target cause the Target Options to be cancelled, and Bidder has obtained from ASIC and complied with any necessary modification of the Corporations Act: and
• $(iii)$ if required, an appropriate waiver has been obtained from ASX as envisaged by clause 5(d).

Target must take such steps (including if required obtaining Target Shareholder approval) to cause the Target Options to be cancelled under Chapter 6A of the Corporations Act as Bidder reasonably requires provided that any consideration to be paid by Target on cancellation is funded by or on behalf of Bidder whether by way of loan or otherwise as Bidder determines.

6 Recommendation and documentation

$6.1$ Bidder's obligations to prepare documentation

• $(a)$ Bidder will prepare:
• $(i)$ the Bidder's Statement; and
• $(ii)$ an acceptance form for the Offer.

in each case consistent with clause 2. The Bidder's Statement must not contain any material statement which is misleading or deceptive nor contain any material omission having regard to applicable disclosure requirements and must comply in all material respects with the requirements of the Corporations Act, the Listing Rules, and all relevant regulatory guides, practice notes and other guidelines and requirements of ASIC.

Bidder agrees to do and to procure its Officers to do the things that are $(b)$ reasonably necessary to prepare the Bidder's Statement, its lodgement with ASIC and despatch to Target Shareholders in accordance with the Timetable, subject to Target granting any necessary consents and ASIC granting any necessary modifications.

$6.2$ Target's obligations to prepare documentation

• $(a)$ Target must prepare the Target's Statement in response to the Offer in accordance with the Corporations Act. The Target's Statement must not contain any material statement which is misleading or deceptive nor contain any material omission having regard to applicable disclosure requirements and will comply in all material respects with the requirements of the Corporations Act, the Listing Rules and all relevant regulatory guides, practice notes and other guidelines and requirements of ASIC.
• $(b)$ Target agrees to do and to procure its Officers to do the things that are reasonably necessary to prepare the Target's Statement, its lodgement with ASIC and despatch to Target Shareholders in accordance with the Timetable.

6.3 Provision of Information

Each party agrees that:

• $(a)$ it will provide to the other information (including Confidential Information on the terms set out in this agreement) that is reasonably required by the other party in order to enable the other party to fulfil its obligations under this agreement, including, but not limited to, the preparation of the Bidder's Statement and Target's Statement:
• $(b)$ it will consent to the inclusion of information on it (and the form and context in which it is included) in the other parties' Bidder's Statement or Target's Statement, as applicable.

$6.4$ Directors' recommendations

Target has been informed by each of its directors:

• other than Mr Colin John Alexander and Mr Maurice William Loomes, $(a)$ that they intend to recommend the Offer to Target Shareholders subject to there being no Superior Proposal; and
• $(b)$ other than Mr Maurice William Loomes, that they intend to accept the Offer after the Offer becoming open for acceptance in respect of all Target Shares owned or controlled by that director, subject to:
• $(i)$ there being no Superior Proposal; and
• there being no Prescribed Occurrence, $(ii)$

prior to that director accepting the Offer.

6.5 Timetable

Each party agrees to use its reasonable endeavours to comply with the Timetable.

$6.6$ Consent to early despatch of Bidder's Statement

Target agrees (by the authority of its directors) that the offers and accompanying documents to be sent by Bidder under the Takeover Bid under item 6 of section 633(1) of the Corporations Act may be sent up to 14 days earlier than the earliest date for sending under item 6 of section 633(1) of the Corporations Act.

$\overline{7}$ Announcement of Takeover Bid

$7.1$ Public announcement of Takeover Bid

Immediately after signing this agreement, each party must procure the issue of its Announcement.

$7.2$ Required Disclosure

Where a party is required by law or the Listing Rules to make any announcement or make any disclosure relating to a matter the subject of the Takeover Bid. it may do so only after it has given the other party as much notice as reasonably practicable having regard to its disclosure obligations and has consulted with the other party to the extent reasonably practicable having regard to its disclosure obligations.

$7.3$ Competing Transactions

Where the Target Board considers that their legal or fiduciary duties require them to make an announcement regarding a Competing Transaction they may do so without prior consultation with or approval of Bidder, provided Target has first complied with clause 9.4 and 9.5 where necessary.

7.4 Other Announcements

Subject to clauses 7.1, 7.2 and 7.3, no party, may make any public announcement or disclosure in connection with the Takeover Bid (including, where possible, disclosure to a Regulatory Authority) other than in a form approved by the other party (acting reasonably). Each party will use all

reasonable endeavours to provide or withhold the approval as soon as practicable.

$\mathbf{R}$ Conduct of business

$8.1$ Overview

From the date of this agreement up to the earlier of the end of the Offer Period and the date this agreement is terminated. Target must:

• $(a)$ conduct its business in the ordinary and proper course and in substantially the same manner as previously conducted; and
• $(b)$ regularly consult with Bidder on the manner of conduct of the business. including on any matters that may have an adverse impact on the integration of the businesses of Bidder and Target following implementation of the Takeover Bid.

8.2 Specific obligations

Without limiting clause 8.1 and other than with the prior approval of Bidder (which approval must not be unreasonably withheld or delayed) or as required by this agreement, Target must, during the period contemplated by clause 8.1:

• $(a)$ (business and assets) use all reasonable endeavours to maintain the condition of its business and assets in accordance with the ordinary course of its business, allowing for fair wear and tear;
• $(b)$ (officers and employees) use commercially reasonable endeavours to keep available the services of its key officers and employees;
• $(c)$ (relationships) use reasonable endeavours to preserve its relationships with customers, suppliers, licensors, licensees, joint venturers and others with whom it has business dealings;
• $(d)$ (change of control provisions) use all reasonable endeavours to identify any change of control provisions in any Material Contracts to which any member of the Target Group is a party or any joint venture documentation to which any member of the Target Group is a party and use commercially reasonable endeavours to obtain the consents of relevant persons who have rights in respect of those provisions to the transactions contemplated by the Takeover Bid; and
• $(e)$ (2012 Final Dividend) not alter any of the terms of the 2012 Final Dividend.

8.3 Prohibited actions

Other than with the prior approval of Bidder (which approval must not be unreasonably withheld or delayed) or as required by this agreement, Target must not, during the period referred to in clause 8.1:

• $(a)$ (Material Contracts) enter into or terminate a Material Contract;
• $(b)$ (employment agreements) increase the remuneration of or pay any bonus (including under any existing or proposed employee performance bonus policy or retention bonus policy) or issue or agree to issue any securities or options (other than the issue of any Target Shares or grant of Target Options issued or granted prior to the date of this agreement)

to, or otherwise vary the employment agreements with, any of its directors or employees;

• (accelerate rights) accelerate the rights of any of its directors or $(c)$ employees to benefits of any kind;
• (termination payments) pay a director or executive a termination $(d)$ payment, other than as provided for in an existing employment contract in place as at the date of this agreement and a copy of which has previously been provided to Bidder:
• $(e)$ (financial arrangements) amend in any material respect any arrangement with its financial advisers in respect of the transactions contemplated by this agreement;
• $(f)$ (dividends) announce, declare or pay any dividends other than the 2012 Final Dividend:
• (Prescribed Occurrence) take any action which would be reasonably $(g)$ expected to give rise to a Prescribed Occurrence; or
• $(h)$ (agreement) agree to do any of the matters set out above.

8.4 Permitted actions

The restrictions in this clause 8 do not apply to the extent the intention or obligation to carry out, or omit to carry out, the relevant action was fairly disclosed on or before the date of this agreement in the Data Room Materials or to ASX.

9 Exclusivity

$9.1$ No existing discussions

• Target represents and warrants that, other than the discussions with $(a)$ Bidder in respect of the Takeover Bid it is not currently in negotiations or discussions in respect of any Competing Transaction with any person.
• $(b)$ Target must, and must ensure that its Representatives, or any of them. revoke any due diligence and/or data room access rights existing as at the date of this agreement (other than Bidder's access rights), and exercise all rights it may have to demand the return of any Confidential Information provided to any other person (or if not possible, the destruction).

$9.2$ No-shop

During the Exclusivity Period, Target must ensure that neither it nor any of its Representatives directly or indirectly:

• $(a)$ solicits, invites, encourages or initiates any enquiries, negotiations or discussions; or
• $(b)$ communicates any intention to do any of these things,

with a view to obtaining any offer, proposal or expression of interest from any person in relation to a Competing Transaction.

Nothing in this clause 9.2 prevents Target from continuing to make normal presentations to, and respond to queries from, brokers, portfolio investors and analysts in the ordinary course in relation to the Takeover Bid or its business generally.

9.3 No-talk

Subject to clause 9.6, during the Exclusivity Period, Target must ensure that neither it nor any of its Representatives:

• $(a)$ negotiates or enters into:
• $(b)$ participates in negotiations or discussions with any other person regarding; or
• discloses or otherwise provides any material non-public information $(c)$ about the business or affairs of any member of Target Group to any person with a view to obtaining or which would reasonably be expected to encourage or lead to a receipt of an actual, proposed or potential (unless Bidder is required to do so by law or to a Regulatory Authority),

a Competing Transaction, even if:

• $(d)$ that person's Competing Transaction was not directly or indirectly solicited, invited, encouraged or initiated by Target or any of its Representatives; or
• the person has publicly announced the Competing Transaction. $(e)$

$9.4$ Notice of approach

During the Exclusivity Period, Target must promptly inform Bidder in writing if it or any of its Representatives:

• receives any approach with respect to any Competing Transaction and, $(a)$ must disclose to Bidder all material details of the Competing Transaction including details of the proposed bidder or acquirer;
• $(b)$ receives any request for information relating to any member of Target Group or any of their businesses or operations or any request for access to the books or records of any member of Target Group, which Target has reasonable grounds to suspect may relate to a current or future Competing Transaction; and
• $(c)$ provides any information relating to any member of Target Group or any of their businesses or operations to any person in connection with or for the purposes of a current or future Competing Transaction,

Any information given under this clause 9.4 must give details of the relevant event, including the identity of the person or persons (and who they are representing) taking any action referred to in clause 9.4(a) the terms and conditions of the relevant Competing Transaction or proposed Competing Transaction (to the extent known) and details of any discussions in respect of the Competing Transaction.

This clause 9.4 does not apply to the extent that disclosing information would be (as determined by the Target Board in good faith and acting reasonably and after consultation with its Advisers) reasonably likely to constitute a breach of the Target Board's fiduciary or statutory obligations.

9.5 Notification and Matching Offer

• During the Exclusivity Period, Target must notify Bidder immediately if a $(a)$ Competing Transaction is or becomes a Superior Proposal.
• $(b)$ Target must not enter into or publicly announce an intention to enter into an agreement in relation to a Competing Transaction and Target must not make, and must procure that no Target director makes, any public announcement in which Target, or any one or more of the directors of Target, recommend a Superior Proposal or change or withdraw their recommendation of the Offer without having given Bidder 3 clear Business Days' notice (the notice to be in writing) of the intention, and having provided to Bidder the identity of the person who made the Superior Proposal and all material terms of the Superior Proposal, including details of the proposed price (including details of the consideration if not simply cash), conditions, timing and break fee (if any).
• $(c)$ During the period of 3 clear Business Days referred to in clause 9.5(b). Bidder will have the right to propose an amendment to the terms of the Offer or propose any other transaction (a "Matching Offer") so that the Offer (as amended) would provide at least the same value for the Target Shareholders as the Superior Proposal.
• If a Matching Offer which complies with clause 9.5(c) is made within the $(d)$ period set out in clause 9.5(c), the Target Board must consider the Matching Offer and if the Target Board, acting reasonably, determines that the Matching Offer would provide an outcome which is not less favourable for the Target Shareholders than the Superior Proposal, Bidder and Target must use their best endeavours to agree the amendments to this agreement, the Offer and the contents of the supplementary bidder's statement and supplementary target's statement which are necessary or desirable to reflect the Matching Offer, and to enter into an appropriate amended agreement or agreements to give effect to those amendments and to implement the Matching Offer, in each case as soon as reasonably practicable. For the avoidance of doubt, the amendments to this agreement to reflect the Matching Offer will not affect the requirement that a majority of the directors of the Target Board recommends the Matching Offer to Target Shareholders subject to there being no Superior Proposal.
• $(e)$ Clause 9.5(b) and 9.5(c) will have repeat applications so that if any further proposal is made after Bidder has made a Matching Offer, Bidder will again have the right to match the further proposal.

$9.6$ Exceptions to no-talk

Clause 9.3 does not apply to the extent that it restricts Target or the Target Board from taking or refusing to take any action with respect to a bona fide Competing Transaction (which was not solicited, invited, encouraged or initiated by Target in contravention of clause 9.2) provided that the Target Board has determined, after consultation with its Advisers, in good faith and acting reasonably that:

• $(a)$ a bona fide Competing Transaction has been provided in writing and could reasonably be considered to become a Superior Proposal; and
• $(b)$ that failing to respond to the bona fide Competing Transaction would be reasonably likely to constitute a breach of the Target Board's fiduciary or statutory obligations.

$9.7$ Compliance with law

This agreement does not impose any obligation on the parties if the performance of that obligation would:

• involve a breach of statutory, fiduciary or other duty of a director of either $(a)$ party:
• $(b)$ otherwise be unlawful; or
• constitute unacceptable circumstances (as declared by the Takeovers $(c)$ Panel or a court).

9.8 Legal advice

Target acknowledges that it has received legal advice on this agreement and the operation of this clause 9.

$10$ Reimbursement of costs

$10.1$ Rationale

Each of the Bidder and Target acknowledges and agrees, for the purposes of this clause 10 as follows:

• $(a)$ Bidder has required the inclusion of clause 10.2, in the absence of which it would not have entered into this agreement or otherwise agreed to implement the Takeover Bid;
• $(b)$ Target has required the inclusion of clause 10.3, in the absence of which it would not have entered into this agreement or otherwise agreed to implement the Takeover Bid;
• $(c)$ Target and the Target Board believe that the Takeover Bid will provide significant benefits to it and its members and that it is reasonable and appropriate that it agrees to the inclusion of clause 10.2, in order to secure Bidder's execution of this agreement and its agreement to implement the Takeover Bid; and
• $(d)$ the amount payable by Target pursuant to clause 10.2 is an amount to compensate Bidder for the following:
• reasonable advisory costs (including costs of Advisers other $(i)$ than success fees) relating to the Takeover Bid:
• $(ii)$ cost of management and directors' time; and
• reasonable out-of-pocket expenses relating to the Takeover $(iii)$ Bid.

Payment of Compensating Amount by Target to Bidder $10.2$

Target agrees to pay Bidder a Compensating Amount if, at any time after the making of the announcement referred to in clause 7, any of the following circumstances occur:

$(a)$ a third party acquires or agrees with Target to acquire the whole or a substantial part of the assets of Target;

• $(b)$ any director of the Target Board other than Mr Colin John Alexander and Mr Maurice William Loomes, does not recommend accepting the Takeover Bid to Target Shareholders or, any director of the Target Board having recommended it, withdraws or adversely modifies their recommendation of the Takeover Bid 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 this agreement has already been terminated by Target under clause 12.1(a);
• $(c)$ this agreement is terminated by Bidder in accordance with clause 12 because:
• $(i)$ an event or circumstance under the control of Target occurs which constitutes a Material Adverse Change: or
• $(ii)$ a Prescribed Occurrence occurs:
• $(d)$ Bidder terminates this agreement in accordance with clause 12.1(a);
• $(e)$ Target is in breach of clause 9 and does not cease the conduct which caused the breach within one Business Day following written notice from Bidder outlining the nature of the breach;
• where the proponent of a Superior Proposal acquires a relevant interest $(f)$ in at least 50% of issued Target Shares (without prejudice to any other provision of this clause 10.2); and
• $(q)$ Target or any of its directors does (or omits to do) anything (whether or not it may be permitted by the terms of this agreement) which results in any of the Conditions in paragraphs (d) (No distributions by Target) and (g) (no material acquisitions, disposals or new commitments) of Schedule 2 being breached, where that breach is not remedied within 3 Business Days following written notice from Bidder outlining the nature of the breach and Bidder does not declare the Offer free of the breached condition (which Bidder is under no obligation to do).

$10.3$ Payment of Compensating Amount by Bidder to Target

Bidder agrees to pay Target the Compensating Amount if, at any time after the making of the Announcements, any of the following circumstances occur:

• $(a)$ Target terminates this agreement in accordance with clause 12.1(a);
• $(b)$ a failure by Bidder to use all reasonable endeavours to procure, within the extent of its powers, the fulfilment of the conditions contained within Schedule 2, where for at least 3 Business Days following written notice from Target to that effect, the Bidder continues to fail to use all such reasonable endeavours;
• Bidder is in breach of clause 4.1 and does not remedy the breach within $(c)$ 3 Business Days following written notice from Target outlining the nature of the breach; and
• $(d)$ the placement agreement referred to in condition (c) of Schedule 2 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 Bidder from that existing at the date of the placement agreement.

10.4 Payment

• The payment of the Compensating Amount to Bidder as provided for in $(a)$ clause 10.2, must be made:
• $(i)$ if there is no Superior Proposal, within 10 Business Days after the occurrence of the event referred to in clause 10.2; or
• $(ii)$ if there is a Superior Proposal, within 30 Business Days after the occurrence of the event referred to in clause 10.2(f).
• $(b)$ The payment of the Compensating Amount to Target as provided for in clause 10.3, must be made within 10 Business Days after the occurrence of the event referred to in clause 10.3.

10.5 Exclusive Remedy

Notwithstanding any other provision under this agreement, where a Compensating Amount becomes payable (or would be payable if a demand was made), neither party can make any claim against the other in relation to an event referred to in clause 10.2 or 10.3 or for any material breach of this agreement other than for payment of the Compensating Amount.

10.6 No Payment

If, notwithstanding the occurrence of any of the events referred to in clause 10.2. Bidder ultimately declares the Offer to be unconditional and becomes the holder of not less than 50% of Target's share capital as a result of the Takeover Bid, Bidder must repay to Target any amount received by it under this clause 10.

Compliance with law $10.7$

If it is finally determined following the exhaustion of all reasonable avenues of appeal to the Takeovers Panel, a Court or any other Regulatory Authority that all or any part of the amount payable under clause 10.2 or 10.3 ("Impugned Amount"):

• $(a)$ is unlawful;
• involves a breach of the duties of the Target Board or the Bidder's board $(b)$ of directors: or
• $(c)$ constitutes unacceptable circumstances within the meaning of the Corporations Act.

then:

• $(d)$ the obligation to pay the amount payable under clause 10.2 or 10.3 or does not apply to the extent of the Impugned Amount; and
• if a party has received an Impugned Amount, it must refund it within ten $(e)$ Business Days the of the final determination being made.

10.8 Target Limitation of Liability

Notwithstanding any other provision of this agreement but subject to clause 10.7:

$(a)$ the maximum liability of Target to Bidder under or in connection with this agreement including in respect of any breach of the agreement will be the Compensation Amount referred to in clause 10.3;

$(b)$ a payment by Target in accordance with this clause 10 represents the sole and absolute liability of Target under or in connection with this agreement and no further damages, fees, expenses or reimbursements of any kind will be payable by Target in connection with this agreement.

10.9 Bidder Limitation of Liability

Notwithstanding any other provision of this agreement but subject to clause 10.7:

• the maximum liability of Bidder to Target under or in connection with this $(a)$ agreement including in respect of any breach of the agreement will be the Compensation Amount referred to in clause 10.2;
• a payment by Bidder in accordance with this clause 10 represents the $(b)$ sole and absolute liability of Bidder under or in connection with this agreement and no further damages, fees, expenses or reimbursements of any kind will be payable by Bidder under or in connection with this agreement.

10.10 Survival

Any accrued obligations under this clause 10 survive termination of this agreement.

$11$ Warranties

Bidder Warranties $11.1$

Bidder represents and warrants to Target that as at the date of this agreement:

• it is a validly existing corporation registered under the laws of its place of (a) incorporation;
• $(b)$ the execution and delivery of this agreement by Bidder has been properly authorised by all necessary corporate action and Bidder has full corporate power and lawful authority to execute and deliver this agreement and to perform or cause to be performed its obligations under this agreement;
• (subject to the laws generally affecting creditors' rights and the principles $(c)$ of equity) this agreement constitutes legal, valid and binding obligations on it and execution of this agreement will not result in a breach of or default under Bidder's constitution or any agreement or deed or writ. order or injunction, rule or regulation to which Bidder or any of its Subsidiaries is a party or to which they are bound or require any consent or approval, authorisation or permit from any governmental agency except for the Regulatory Approvals; and
• it has reasonable grounds to expect that it will be able to fully fund all $(d)$ potential acceptances of the Takeover Bid once the Takeover Bid becomes unconditional.

$11.2$ Bidder indemnity

Bidder agrees with Target to indemnify Target and keep Target indemnified against all claims liabilities and losses which it may suffer or incur by reason of any breach of any of the warranties in clause 11.1.

$11.3$ Target Warranties

Target represents and warrants to Bidder as at the date of this agreement that subject to the matters fairly disclosed in the Data Room Materials or by Target to ASX:

• $(a)$ each member of the Target Group which is a body corporate is a validly existing corporation registered under the laws of its place of incorporation:
• the execution and delivery of this agreement by Target has been $(b)$ properly authorised by all necessary corporate action and Target has full corporate power and lawful authority to execute and deliver this agreement and to perform or cause to be performed its obligations under this agreement:
• $(c)$ (subject to the laws generally affecting creditors' rights and the principles of equity) this agreement constitutes legal, valid and binding obligations on it and execution of this agreement will not result in a breach of or default under Target's constitution or any agreement or deed or writ, order or injunction, rule or regulation to which any member of Target Group is a party or to which they are bound or require any consent or approval, authorisation or permit from any governmental agency except for the Regulatory Approvals:
• $(d)$ so far as it is aware, all information provided by Target to Bidder in the Data Room and under this agreement, including, but not limited to information provided under clause 6.3, is accurate in all material respects;
• $(e)$ subject to release of the Announcements contemplated by clause 7, it has complied with its continuous disclosure obligations under the ASX Listing Rules and the Corporations Act and is not relying on Listing Rule 3.1A to withhold any information from disclosure other than as disclosed in writing to Bidder or its Representatives on or before the date of this agreement:
• $(f)$ Target Group's accounts are prepared on a consistent basis with past practices (except to the extent that the adoption of AIFRS requires a change to past practices) and in accordance with all relevant accounting standards;
• to the best of Target's knowledge, each member of Target Group has $(g)$ complied in all material respects with all Australian and foreign laws and regulations applicable to them and orders of Australian and foreign governmental agencies having jurisdiction over them and have all material licenses, permits and franchises necessary for them to conduct their respective businesses as presently being conducted;
• to the best of the Target's knowledge, no member of Target Group is in $(h)$ default under any material document, agreement or instrument binding on it or its assets nor has anything occurred which is or would with the giving of notice or lapse of time constitute an event of default, prepayment event or similar event, or give another party thereto a termination right or right to accelerate any right or obligation, under any material document or agreement with this effect;

• Schedule 4 accurately records the total number and details of Target $(i)$ securities on issue as at the date of this agreement. There are no other shares, options, notes or other securities of Target and no rights to be issued such shares, options, notes or other securities;

• other than for the Permitted Encumbrances, there is no material $(i)$ Encumbrance over all or any of the assets or revenues of any member of the Target Group, other than an Encumbrance arising in the ordinary course of business:

• all material Tax, levies, assessments, contributions, fees, rates, duties $(k)$ and other governmental or municipal charges or impositions including all material royalties (other than those that may still be paid without penalty or interest) for which any member of the Target Group are liable, including any penalty or interest, having been paid;
• other than as provided for in Target's financial statements for the $(1)$ financial year ended 31 December 2012, or the half yearly report for the year ended 30 June 2012, no material additional liability for Tax has accrued to any member of the Target Group otherwise than as a result of the trading activities in the ordinary course of business;
• $(m)$ to the best of the Target's knowledge:
• $(i)$ there is no current, pending or threatened dispute between any member of the Target Group and any Regulatory Authority which would have a material adverse effect on the Target Group and, to the best of Target's knowledge, no such dispute is anticipated, nor is there any current, pending or threatened Tax audit or investigation of any member of the Target Group: and
• $(ii)$ there is no material claim, action or proceeding pending or in progress or threatened against or relating to any member of the Target Group.

$11.4$ Target indemnity

Target agrees with Bidder to indemnify and keep Bidder indemnified against all claims, liabilities and losses which it may suffer or incur by reason of any breach of any of the warranties in clause 11.3.

$12$ Termination

$12.1$ Termination rights

This agreement may be terminated by either party by notice to the other party:

• $(a)$ if the other party is in material breach of this 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:
• $(b)$ if Bidder withdraws the Takeover Bid as permitted by the Corporations Act for any reason including non-satisfaction of a Condition;
• $(c)$ if there is a material breach of a representation or warranty contained in clause 11.1 or 11.3 (as the case may be); or
• $(d)$ if a Court or other Regulatory Authority has issued a final and nonappealable order, decree or ruling or taken other action which permanently restrains or prohibits the Takeover Bid.

$12.2$ Termination by Bidder

This agreement may be terminated by Bidder by notice in writing to Target if:

• $(a)$ a Superior Proposal is made or publicly announced for Target by a third party;
• a majority of the Target Board does not recommend the Takeover Bid be $(b)$ accepted by Target Shareholders or having recommended the Takeover Bid, withdraws or adversely modifies its recommendation of the Takeover Bid:
• $(c)$ a person (other than Bidder or its associates) has a relevant interest in more than 10% of the Target Shares on issue (other than existing Target Shareholders and their Related Bodies Corporate who at the date of this agreement hold a relevant interest in more than 10% of the Target Shares on issue); or
• $(d)$ a Target Material Adverse Change or a Prescribed Occurrence occurs: or
• $(e)$ any member of Target Group becomes Insolvent.

$12.3$ Termination by Target

This agreement may be terminated by Target by notice in writing to Bidder if Target has notified Bidder of a Superior Proposal or potential Superior Proposal under clause 9.5(b), and either Bidder does not propose a Matching Offer in accordance with clause 9.5(c) or Bidder does propose such a Matching Offer but Target does not determine under clause 9.5(d) that the proposed Matching Offer would provide an outcome which is not less favourable to Target Shareholders than the Superior Proposal.

$12.4$ Effect of termination

If this agreement is terminated by another party under this clause 12:

• $(a)$ each party will be released from its obligations under this agreement except its obligations under clauses 10, 13, 15 and 16.12;
• each party will retain the rights it has or may have against the other party $(b)$ in respect of any past breach of this agreement; and
• $(c)$ in all other respects, all future obligations of the parties under this agreement will immediately terminate and be of no further force or effect. including, without limitation, any further obligations in respect of the Takeover Bid.

13 Confidential Information obligations

Disclosure of Target Confidential Information $13.1$

No Target Confidential Information may be disclosed by Bidder to any person except:

• $(a)$ Representatives of Bidder or its Related Bodies Corporate requiring the information for the purposes of this agreement;

• $(b)$ with the written consent of Target;

• if Bidder is required to do so by law or by a stock exchange; or $(c)$

• $(d)$ if Bidder is required to do so in connection with legal proceedings relating to this agreement.

$13.2$ Use of Target Confidential Information

Bidder must use the Target Confidential Information exclusively for the purpose of preparing the Bidder's Statement and for no other purpose (and must not make any use of any Target Confidential Information to the competitive disadvantage of Target or any of its Related Bodies Corporate).

$13.3$ Disclosure by recipient of Confidential Information

Any party disclosing information under clause 13.1(a) or (b) must use all reasonable endeavours to ensure that persons receiving Confidential Information from it do not disclose the information except in the circumstances permitted in clause 13.1.

Excluded Information 13.4

Clauses 13.1, 13.2 and 13.3 do not apply to the Excluded Information.

$13.5$ Privilege

Bidder acknowledges that Target or its Representative may be entitled to claim legal professional privilege in relation to some or all of the Target Confidential Information, and disclosure of the Target Confidential Information under this agreement does not constitute a waiver by Target or its Representative of any rights to legal professional privilege as they relate to that information. Bidder undertakes that it will not claim or contend in proceedings which involve either party that Target or its Representative waived the protections of legal professional privilege as a result of disclosing Target Confidential Information.

Return of Confidential Information 13.6

Bidder must, on the request of Target, immediately deliver to Target all documents or other materials containing or referring to that information which are in its possession, power or control or in the possession, power or control of persons who have received Target Confidential Information from it under clause 13.1(a) or (b).

13.7 Termination

This clause 13 will survive termination (for whatever reason) of this agreement.

13.8 Termination of existing Confidentiality Agreement

The terms of this clause 13 supersede and replace the obligations of confidentiality set out in the agreements between the parties dated 13 March 2013.

$14$ Notices and other communications

$14.1$ Form - all communications

Unless expressly stated otherwise in this agreement, all notices, certificates, consents, approvals, waivers and other communications in connection with this agreement must be:

• $(a)$ in writing:
• signed by the sender (if an individual) or an Authorised Officer of the $(b)$ sender; and
• $(c)$ marked for the attention of the person identified in the Details or, if the recipient has notified otherwise, then marked for attention in the way last notified.

$14.2$ Delivery

Communications must be:

• $(a)$ left at the address set out or referred to in the Details;
• $(b)$ sent by prepaid ordinary post (airmail if appropriate) to the address set out or referred to in the Details:
• $(c)$ sent by fax to the fax number set out or referred to in the Details:
• $(d)$ given in any other way permitted by law.

However, if the intended recipient has notified a changed address or fax number, then communications must be to that address or fax number.

14.3 When effective

Communications take effect from the time they are received or taken to be received under clause 14.4 (whichever happens first) unless a later time is specified.

$14.4$ When taken to be received

Communications are taken to be received:

• if sent by post, 3 days after posting (or seven days after posting if sent $(a)$ from one country to another); or
• $(b)$ if sent by fax, at the time shown in the transmission report as the time that the whole fax was sent.

14.5 Receipt outside business hours

Despite clauses 14.3 and 14.4, if communications are received or taken to be received under clause 14.4 after 5.00pm in the place of receipt or on a non-Business Day, they are taken to be received at 9.00am on the next Business Day and take effect from that time unless a later time is specified.

15 Goods and services tax (GST)

$15.1$ Consideration does not include GST

The consideration specified in this agreement does not include any amount for GST.

$15.2$ Recovery of GST

If a supply under this agreement is subject to GST, the recipient must pay to the supplier an additional amount equal to the Amount of the Consideration multiplied by the applicable GST rate.

$15.3$ Time of payment

The additional amount is payable at the same time as the consideration for the supply is payable or is to be provided. However, the additional amount need not be paid until the supplier gives the recipient a Tax invoice.

15.4 Adjustment of additional amount

If the additional amount differs from the amount of GST payable by the supplier, the parties must adjust the additional amount.

15.5 Reimbursement

If a party is entitled to be reimbursed or indemnified under this agreement, the amount to be reimbursed or indemnified does not include any amount for GST for which the party is entitled to an Input Tax Credit.

15.6 Survival

This clause 15 will survive termination of this agreement.

16 Miscellaneous

16.1 Discretion in exercising rights

A party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this agreement expressly states otherwise.

16.2 Partial exercising of rights

If a party does not exercise a right or remedy fully or at a given time, the party may still exercise it later.

16.3 No liability for loss

A party is not liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy under this agreement.

16.4 Approvals and consents

By giving its approval or consent a party does not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.

16.5 Conflict of interest

The parties' rights and remedies under this agreement may be exercised even if it involves a conflict of duty or a party has a personal interest in their exercise.

16.6 Remedies cumulative

The rights and remedies in this agreement are in addition to other rights and remedies given by law independently of this agreement.

16.7 Variation and waiver

A provision of this agreement or a right created under it, may not be waived or varied except in writing, signed by the party or parties to be bound.

16.8 No merger

The warranties, undertakings and indemnities in this agreement do not merge on completion of any transaction contemplated by this agreement.

16.9 Indemnities

The indemnities in this agreement are continuing obligations, independent from the other obligations of the parties under this agreement and continue after this agreement ends. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this agreement.

16.10 Further steps

Each party agrees, at its own expense, to do anything the other party asks (such as obtaining consents, signing and producing documents and getting documents completed and signed):

• to bind the party and any other person intended to be bound under this $(a)$ agreement; or
• $(b)$ to show whether the party is complying with this agreement.

16.11 Construction

No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this agreement or any part of it.

16.12 Costs

The parties agree to pay their own legal and other costs and expenses in connection with the preparation, execution and completion of this agreement and other related documentation except for stamp duty.

16.13 Stamp duty

Bidder agrees to pay all stamp duty (including fines and penalties) payable and assessed on this agreement or in respect of a transaction evidenced by this agreement.

16.14 Entire agreement

This agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.

16.15 Assignment

A party may not assign or otherwise deal with its rights under this agreement or allow any interest in them to arise or be varied in each case, without the prior written consent of the other party.

16.16 No representation or reliance

Each party acknowledges that:

• $(a)$ no party (nor any person acting on its behalf) has made any representation or other inducement to it to enter into this agreement, except for representations or inducements expressly set out in this agreement:
• $(b)$ it does not enter into this agreement in reliance on any representation or other inducement by or on behalf of any other party, except for any representation or inducement expressly set out in this agreement; and
• clauses 16.16(a) and 16.16(b) above do not prejudice any rights a party $(c)$ may have in relation to information which had been filed by the other party with ASIC or ASX.

16.17 Governing law

This agreement is governed by the law in force in the place specified in the Details. Each party submits to the non-exclusive jurisdiction of the courts of that place.

16.18 Counterparts

This agreement may be executed in counterparts. All counterparts when taken together are to be taken to constitute one instrument.

16.19 Knowledge and belief

Any statement made by a party on the basis of its knowledge, information, belief or awareness, is made on the basis that the party has, in order to establish that the statement is accurate and not misleading in any material respect, made all reasonable enquiries of its officers, managers and employees who could reasonably be expected to have information relevant to matters to which the statement relates.

EXECUTED as an agreement.

Schedule 1 - Timetable

Date	Event
10 April 2013	Announcement Date
11 April 2013	Lodgement Date
	Date Bidder lodges Bidder's Statement with ASIC and serves it on Target and ASX
11 April 2013	Register Date
	Date set by Bidder pursuant to section 633(3) of the Corporations Act
By 9.30am on 12 April 2013	Target to provide Bidder with list of members on 11 April 2013 pursuant to section 641 of the Corporations Act
12 April 2013	Record date for 2012 Final Dividend
16 April 2013	Offer Date
	Bidder despatches the Bidder's Statement to Target Shareholders
On or prior to 24 April 2013	Target lodges Targets Statement with ASIC and serves it on Bidder and ASX
On or prior to 30 April 2013	Target despatches the Target's Statement to Target Shareholders
21 May 2013	Target to pay 2012 Final Dividend
24 May 2013	Offer Period ends - unless extended in accordance with the Corporations Act

Schedule 2 - Conditions to the Offer

The Offer, and any contract resulting from the acceptance of the Offer, are subject to the following Conditions:

• $(a)$ (minimum acceptance) during, or at the end of, the Offer Period, the number of Target Shares in which Bidder and its associates together have relevant interests is at least 50.1% of all the Target Shares;
• (no Material Adverse Change) there not occurring a Material Adverse $(b)$ Change between the Announcement Date and the end of the Offer Period;
• (Bidder's placement not terminated) the placement agreement $(c)$ between Bidder and Merrill Lynch International (Australia) Limited (ABN 31 002 892 846) ("Underwriter") concerning the Conditional Placement 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, Bidder;
• (no distributions by Target) between the Announcement Date and the $(d)$ end of the Offer Period, there is no announcement, declaration or payment of any dividends other than the 2012 Final Dividend:
• (Banks' waivers) before the end of the Offer Period, Westpac Banking $(e)$ 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 Target's \$42 million multi option facility dated 29 November 2012 and 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 Target Group or any other entity that is in a Joint Venture, or jointly or severally liable with any member of the Target 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 Target Group or any other entity that is in a Joint Venture, or jointly or severally liable with any member of the Target Group,

as a result of the Offer or the acquisition of Target Shares by Bidder.

(Target Financial Arrangements) during the period commencing on the $(f)$ 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 Target Group is a party or any joint venture documentation to which any member of the Target Group is a party, or by or to which any member of the Target Group or any of its assets may be bound or be subject, which could result in:

• $(i)$ any monies borrowed or raised by or any other monetary obligations of any member of the Target Group being or becoming payable or repayable or being capable of being declared pavable or repavable 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 Target Group.

as a result of the Offer or the acquisition of Target Shares by Bidder:

$(g)$

• (no material acquisitions, disposals or new commitments) except for any proposed transaction publicly announced by Target before the Announcement Date or disclosed in writing to Bidder 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 Target 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 \$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 Target 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 \$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 Target 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 Target Group of an amount which is, in aggregate. more than \$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 Target 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 Target Group member's Action will be determined based on its proportionate interest in the joint venture or partnership which undertakes the Action;

• (no persons exercising rights under certain agreements or $(h)$ 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
• $(ii)$ has, except for rights publicly announced by Target before the Announcement Date or disclosed in writing to Bidder or its Representatives prior to the Announcement Date.

any rights under any provision of any agreement or other instrument to which any member of Target Group is a party, or by or to which any member of Target 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 Target or Target Group taken as a whole, in:

• any such agreement or other instrument being terminated or $(iii)$ modified or any action being taken or arising thereunder:
• $(iv)$ the interest of any member of Target 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 Target Group with any other person being adversely affected.

as a result of the acquisition of Target Shares by Bidder;

• $(i)$ (no restraining orders) between the Announcement Date and the end of the Offer Period:
• there is not in effect any preliminary or final decision, order or $(i)$ decree issued by a Regulatory Authority; and
• $(ii)$ no application is made to any Regulatory Authority (other than by Bidder 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 an application to or a determination, action or investigation 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 Bidder in respect of Target and the Target Shares to be acquired under the Offer; or
• requires the divestiture by Bidder of any Target Shares, or the $(iv)$ divestiture of any assets of Target Group, Bidder or its Related Bodies Corporate or otherwise;

• (no Prescribed Occurrences) there not occurring a Prescribed $(i)$ Occurrence between the Announcement Date and the end of the Offer Period:

• $(k)$ (no JV Prescribed Occurrences) there not occurring a JV Prescribed Occurrence between the Announcement Date and the end of the Offer Period:

• (CBA Facility) before the end of the Offer Period, a valid, binding and $(1)$ 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:
• any monies borrowed or raised by or any other monetary $(i)$ obligations of any member of the Target Group or any other entity that is in a Joint Venture, or jointly or severally liable with any member of the Target 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 Target Group or any other entity that is in a Joint Venture, or jointly or severally liable with any member of the Target Group,

as a result of the Offer or the acquisition of Target Shares by Bidder, 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.

Schedule 3 - Prescribed Occurrences

Prescribed Occurrence means any of the following:

• $(a)$ Target converts all or any of its shares into a larger or smaller number of shares:
• Target or a Subsidiary of Target (which is not a directly or indirectly $(b)$ wholly owned Subsidiary) resolves to reduce its share capital in any way;
• $(c)$ Target or a Subsidiary of Target (which is not a directly or indirectly wholly owned Subsidiary):
• $(i)$ enters into a buy-back agreement; or
• $(ii)$ resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporations Act:
• Target or a Subsidiary of Target issues shares or grants an option over $(d)$ 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;
• $(e)$ Target or a Subsidiary of Target issues, or agrees to issue, convertible notes:
• Target or a Subsidiary of Target disposes, or agrees to dispose, of the $(f)$ whole, or a substantial part, of its business or property;
• $(q)$ Target or a Subsidiary of Target charges, or agrees to charge, the whole, or a substantial part, of its business or property;
• $(h)$ Target or a Subsidiary of Target resolves to be wound up;
• $(i)$ the appointment of a liquidator or provisional liquidator of Target or a Subsidiary of Target;
• a court makes an order for the winding up of Target or a Subsidiary of $(i)$ Target:
• $(k)$ an administrator of Target, or a Subsidiary of Target, is appointed under section 436A, 436B or 436C of the Corporations Act;
• Target or a Subsidiary of Target executes a deed of company $(1)$ arrangement; or
• $(m)$ a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of Target or a Subsidiary of Target.

Schedule 4 - Target securities

Target Shares: 125 791 118

Target Options: 2,450,000

Date of issue	Number of options	Start exercise period	Expiry date	Exercise price
15/07/2008	1,250,000	15/07/2011	15/07/2013	\$1.10
25/03/2009	800,000	25/03/2012	25/03/2014	\$0.42
16/06/2009	200,000	16/06/2012	16/06/2014	\$0.51
21/06/2010	200,000	21/06/2013	21/06/2015	\$0.52
Total	2,450,000

Schedule 5 - Announcements

Bidder Announcement

Target Announcement

$\alpha$

Signing page

DATED: $\sqrt{\bullet}$ April 2013

EXECUTED by PEET LIMITED in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors:

a Signature of director

BLENDAN ORE

Name of director (block letters)

Signature of director/company secretary* *delete whichever is not applicable

SLAFETTH $\nu_{sm}$

Name of director/company secretary* (block letters) delete whichever is not applicable

EXECUTED by CIC AUSTRALIA LIMITED in accordance with section 127(1) the Corporations Act 2001
(Cwhinyty authority of its directors:

Signature of director

Com Auxanouse Name of director (block letters)

$\overbrace{\cdots}$

Signature of director/company secretary*
*delete whichever is not applicable

MELANIE ANDRENS Name of director/company secretary* (block letters) *delete whichever is not applicable

Annexure 2 – Termination Events for Placement Agreement (condition (c) in Schedule 2 to the Bid Implementation Agreement)

The Underwriter may terminate its unperformed obligations under the Placement Agreement on the occurrence of a termination event at any time on or prior to the issue of the Conditional Placement Securities on the Second Issue Date (each defined below), as set out below:

• (a) (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 Conditional Placement) by the ASX for official quotation of:
• i. the securities for the Unconditional Placement ("Unconditional Placement Securities"); or
• ii. the securities for the Conditional Placement ("Conditional Placement Securities"),
• iii. is refused, or is not granted before:
• iv. the settlement date for the Unconditional Placement ("First Settlement Date"); or
• v. the settlement date for the Conditional Placement ("Second Settlement Date"),
• vi. respectively (or such later date agreed in writing by the Underwriter at its absolute discretion), or is withdrawn on or before:
• vii. the issue date of the securities for Unconditional Placement ("First Issue Date"); or
• viii. the issue date of the securities for Conditional Placement ("Second Issue Date"),
• ix. respectively.
• (b) (Listing) Peet ceases to be admitted to the official list of ASX.
• (c) (Suspension) Either:
• i. trading in Placement Securities on the financial market operated by ASX is suspended:
  • a. 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
  • b. at any time during the two trading days before each of the First Settlement Date and the Second Settlement Date; or
• ii. the Placement Securities 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 Conditional Placement with the prior approval of the Underwriter).

• (d) (Timetable) Any event specified in the Timetable for the Unconditional Placement and Conditional Placement ("Timetable") 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 Timetable, without the Underwriter's prior written consent.
• (e) (Insolvency) Any one of the following occurs:
• i. Peet or any member of its group ("Peet Group") that is material in the context of the business of the Peet Group:
  • a. being or stating that it is unable to pay its debts as and when they fall due; or
  • b. failing to comply with a statutory demand;
• ii. any step being taken towards:
  • a. 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
  • b. Peet or any member of the 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;
• iii. 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
• iv. 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.
• (f) (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.
• (g) (Placement disclosure materials) A statement contained in the Launch Announcement, the Investor Presentation, the First Appendix 3B, the Second Appendix 3B, the First Cleansing Notice ,the Second Cleansing notice ("the Placement Materials") and the announcement of the Offer) 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.

Perth

Level 7, 200 St Georges Terrace Perth WA 6000 Telephone (08) 9420 1111 | Facsimile (08) 9481 4712 Email [email protected]

(h) (Prescribed Occurrence)

• i. a Prescribed Occurrence (as referred to in section 652C of the Corporations Act) occurs in relation to CIC and its Related Bodies Corporate (together, the "CIC Group") 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 date of this announcement, or in the ordinary course of business under existing employee or director share plans of the CIC Group; or
• ii. CIC Group declares or pays a distribution or dividend (other than the 2012 Final Dividend);
• (i) (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 securities.
• (j) (Pre-Bid Agreement) The Pre-Bid Agreement is withdrawn, terminated, rescinded or varied without the consent of the Underwriter.
• (k) (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 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 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 Conditional Placement respectively.
• (l) (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 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.
• (m) (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).
• (n) (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.

• (o) (ASIC Investigation) ASIC or any other regulatory body:
• i. 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
• ii. 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.
• (p) (Disclosures) Under the Offer, a statement contained in the Bidder's Statement 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), 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.
• (q) (Director) A change in the Chief Executive Officer and Managing Director or the board of directors of Peet occurs or a director of Peet:
• i. 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
• ii. is disqualified from managing a corporation under sections 206B, 206C, 206D, 206E, 206F or 206G of the Corporations Act.
• (r) (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.
• (s) (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 Conditional Placement, capital issues, takeovers, the level or likely level of participation in the Offer, the Unconditional Placement or Conditional Placement, the settlement of the Unconditional Placement or Conditional Placement or the Australian stock market.
• (t) (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.
• (u) (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.

(v) (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.

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

• (a) has, or could reasonably be expected to have, a material adverse effect on:
• i. 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;
• ii. 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
• iii. the price at which the Unconditional Placement Securities or Conditional Placement Securities are sold on the ASX; or
• (b) could be expected to give rise to:
• iv. a liability of the Underwriter under the Corporations Act or any other applicable law; or
• v. a contravention by the Underwriter of, or the Underwriter being involved in a contravention of, the Corporations Act or any other applicable law.
• vi. 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.