Combination to Create a Leading Residential Platform

Peet enters into a Scheme Implementation Deed with Ingenia Communities Group

Implied total value to Peet shareholders of $2.185 per Peet Share

Unanimous Peet Board recommendation in favour of Scheme

Peet Limited (ASX: PPC) (Peet or the Company) announces that following the outcome of the strategic review, it has entered into a binding Scheme Implementation Deed (SID) with Ingenia Communities Group (ASX: INA) (Ingenia)¹, pursuant to which Ingenia has proposed to acquire 100% of the ordinary shares in Peet (Proposed Transaction) by way of a Scheme of Arrangement (Scheme).

Key Highlights

• Scheme consideration: Peet shareholders will receive consideration of 0.3367 Ingenia stapled securities² plus $0.68 cash for each Peet share, equivalent to $2.12 (Scheme Consideration). Peet shareholders will also be entitled to receive Peet’s 2H26 dividend of $0.065 per share³, implying total value to Peet shareholders of up to $2.185 per Peet share.
• Compelling value: Inclusive of the 2H26 dividend and the Scheme Consideration, the total value to Peet shareholders³ represents a premium of:
  • 21% to Peet’s last closing price of $1.81 per Peet share on 21 August 2026;
  • 22% to the 10-day volume-weighted average price (VWAP) of $1.79 per Peet share;
  • 29% to Peet’s last closing price of $1.70 per Peet share on 9 July 2026, being the last day prior to the announcement that Peet was in discussions with Ingenia;
  • 34% to Peet’s last closing price of $1.63 per Peet share on 14 May 2025, being the last day prior to the announcement of Peet’s strategic review; and
  • 47% to the last disclosed NTA⁴ as of 30 June 2026 of $1.49 per Peet share.
• Delivers on the core objectives of Peet’s strategic review: The strategic review was established to proactively assess the strategic positioning of the business and identify the optimal operational, structural, and financial settings to maximise shareholder returns over the medium to longer term. Following a thorough evaluation, the Peet Board has concluded that the Scheme with Ingenia delivers on the core objectives of the strategic review.
• Creation of a leading living sector platform: The Scheme combines Ingenia’s land lease and lifestyle rental / development model with Peet’s premier development pipeline, creating the largest ASX-listed pure-play living sector platform⁵ (Combined Group).
• Increased liquidity, market relevance, and S&P / ASX 200 inclusion: Peet shareholders are expected to benefit from increased trading liquidity in an S&P / ASX 200 company. In addition, greater institutional broker coverage will support market relevance compared to Peet as a standalone entity.
• Unanimous Board recommendation: The Peet Board unanimously recommends that Peet shareholders vote in favour of the Scheme, in the absence of a Superior Proposal emerging and subject to the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Peet shareholders.
• Support from major shareholder: Peet’s largest shareholder, Scorpio Nominees⁶, representing ~14.5% of shares on issue, is supportive and intends to vote all shares held by Scorpio Nominees at the date of the Scheme Meeting in favour of the Proposed Transaction, in the absence of a Superior Proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Proposed Transaction is in the best interests of Peet’s shareholders.
• Timetable: A Scheme Booklet containing detailed information in relation to the Scheme and an Independent Expert’s Report is expected to be despatched to shareholders in early November 2026. Peet shareholders will have the opportunity to vote on the Scheme at the Scheme Meeting, which is currently expected to be held in early December 2026.

Scheme Consideration

Under the terms of the Scheme, Peet shareholders will be entitled to receive Scheme Consideration representing an implied value of $2.12 per share, comprising:

• $0.68 in cash per Peet share (Cash Consideration); and
• 0.3367 Ingenia stapled securities per Peet share, equivalent to $1.44 per share at Ingenia’s 10-day VWAP of $4.28.

Additionally, Peet shareholders will be entitled to receive Peet’s 2H26 dividend of $0.065 per share⁷.

The total value to Peet Shareholders implied by the Scheme Consideration, and inclusive of Peet’s 2H26 dividend, represents a premium of 21% to Peet’s last closing price of $1.81 per Peet share on 21 August 2026 and 22% to the 10-day VWAP up to 21 August 2026 of $1.79 per Peet share. 

Peet shareholders will have the flexibility of a mix-and-match option under the Scheme, whereby they are able to elect to receive maximum cash or maximum scrip consideration, or a combination of both, subject to scale back. The maximum available cash represents approximately 32% of the total consideration pool available for the Scheme[2].

If the Scheme is not implemented by Ingenia’s 1H27 Ex Dividend Date, Peet shareholders will be eligible to receive an additional dividend up to a cap equivalent to the merger ratio of 0.3367 applied to Ingenia’s 1H27 dividend, without any reduction in the Scheme Consideration. To the extent any dividend paid by Peet exceeds this cap, the Cash Consideration will be reduced by the amount of the excess.

The Board considers this represents a compelling value proposition for Peet shareholders.

Strategic Review

The Scheme represents the successful culmination of Peet’s comprehensive strategic review, which was outlined at the Company’s 2025 Annual General Meeting on 27 November 2025.

The strategic review was established to proactively assess the strategic positioning of the business and identify the optimal operational, structural, and financial settings to maximise shareholder returns over the medium to longer term. The review considered how to best leverage Peet’s premier asset base and funds management platform to capitalise on favourable market dynamics.

Following a thorough evaluation of strategic alternatives, the Board has concluded that the Scheme with Ingenia delivers on these core objectives. It unlocks additional value for Peet shareholders today while providing a structured pathway for ongoing equity participation in a more diversified, market-leading living sector platform with greater scale, liquidity, and capital flexibility relative to Peet as a standalone entity.

Strategic Rationale

The combination of Peet and Ingenia brings together two highly complementary property businesses to create a leading living sector platform.

• Creates the largest pure-play ASX-listed living sector platform⁹: The combination creates one of Australia’s leading residential development pipelines, integrating Peet’s ~26,400 lot pipeline¹⁰ with Ingenia’s 8,800 development lots¹¹. The Combined Group’s extensive pipeline secures a 10+ year growth pathway and the flexibility to shift production dynamically across products and geographies to adapt to rapidly changing market dynamics.
• Increased liquidity, market relevance, and S&P / ASX 200 inclusion: The Combined Group is expected to be the 13^th largest ASX-listed real estate group (~$2.4bn market capitalisation¹²). As a constituent of the S&P / ASX 200, the entity will benefit from improved trading liquidity and an increase in institutional broker coverage, compared to Peet standalone.
• Diversification and de-risking of earnings base: The Proposed Transaction introduces stable, recurring rental income from land lease and holiday communities to Peet’s development platform, thereby de-risking and diversifying Peet’s earnings profile.
• Potential for significant revenue and cost synergies: Highly complementary business models, with the ability to unlock higher and better use opportunities across Peet’s existing development pipeline. Ingenia has identified 5,000 to 7,000 sites in Peet’s pipeline suitable for land lease conversion, with an expected end value of ~$1bn¹³. The Combined Group is also expected to benefit from a more streamlined cost base, supported by the combination of two highly experienced management teams with complementary expertise across the full development lifecycle.
• Significantly enhanced scale, improved cost of capital, and potential for re-rate: The combination creates a significantly larger balance sheet with a book value of ~$3.7bn¹⁴, supporting growth through-the-cycle and providing potential for a lower cost of debt and equity capital, to support growth.
• Growth opportunities through leveraging third-party capital platform: An expanded third-party capital platform provides the scale and capital required to compete for larger residential land opportunities and accelerate capital-efficient earnings growth.

Flagstone Joint Venture

In connection with the Scheme, and conditional on the Scheme becoming effective, Ingenia has entered into a term sheet with Brown-Neaves Investments¹⁵ (JV Partner) to sell a 49.9% stake in the Flagstone asset for an enterprise valuation of $615m (Flagstone JV). The Flagstone JV enterprise valuation reflects a ~$368m uplift¹⁶ compared to Peet’s book value at 30 June 2026.

The Combined Group will be responsible for development services including planning, development, marketing, finance, accounting, administration, and maintaining a financial model and business plan.

Signing of unconditional transaction documentation will be conditional on completion of confirmatory due diligence to the satisfaction of the JV Partner, as well as negotiating and agreeing the form of definitive transaction documents.

Major Shareholder and Unanimous Board Support

The Peet Board unanimously recommends that Peet shareholders vote in favour of the Scheme, in the absence of a Superior Proposal emerging and subject to an Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Peet shareholders. Subject to these qualifications, each Peet Director has confirmed that they intend to vote, or cause to be voted, all Peet shares controlled or held by, or on behalf of, that Director in favour of the Scheme.

Peet’s largest shareholder, Scorpio Nominees, representing ~14.5% of shares on issue, has provided an undertaking to Ingenia to vote, or procure the voting of, all of Scorpio Nominees shares in favour of the Proposed Transaction at the Scheme Meeting, in the absence of a Superior Proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Proposed Transaction is in the best interests of Peet’s shareholders.

Greg Wall AM, Peet’s Independent Non-Executive Chairman, said:

“This Scheme is a strong endorsement of Peet’s high-quality national development pipeline and our disciplined approach to property development. The combination with Ingenia brings together two highly complementary portfolios and provides our shareholders with both immediate cash certainty and the option to remain invested in a leading living sector platform.

By electing to receive Ingenia scrip, our shareholders can maintain an ongoing equity stake in a larger, more diversified group with a recurring income stream, while continuing to benefit from the potential upside of Peet’s premier development pipeline.In addition, the Scheme delivers on the core objectives of Peet’s previously announced strategic review. The Scheme enhances the operational, structural, and financial settings to maximise returns to shareholders.”

Key Details of the Scheme Implementation Deed (SID)

Peet and Ingenia have entered into the SID, which sets out the terms on which the Scheme is to be implemented and is subject to a number of customary and other conditions, including, but not limited to: ­

• Receipt of merger clearance from the Australian Competition and Consumer Commission.
• Approval by the requisite majorities of Peet shareholders at the Scheme Meeting.
• Approval of the Scheme by the Court.
• The Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Peet shareholders.
• Receipt of required consents and approvals under key specified contracts.
• No material adverse change or prescribed occurrence in relation to either Peet or Ingenia prior to the Second Court Date.
• Execution of long form Flagstone JV Implementation Deed by each party to the joint venture, all conditions under the Flagstone JV Implementation Deed having been satisfied (or waived) other than conditions relating to the Scheme and the arrangements not being terminated.

The SID contains customary exclusivity provisions, including “no shop”, “no talk”, and “no due diligence” restrictions, as well as notification and matching rights. The exclusivity arrangements which apply to Peet are subject to customary exceptions that enable the directors of Peet to comply with their fiduciary duties in the event of a Superior Proposal emerging. The SID also contains certain circumstances under which Peet may be required to pay a break fee to Ingenia or Ingenia may be required to pay a reverse break fee to Peet.

A full copy of the SID, including all applicable terms and conditions, is attached to this announcement.

Indicative Timetable

Peet shareholders do not need to take any action at this stage.

A Scheme Booklet containing detailed information in relation to the Scheme, the rationale for the Peet Directors’ unanimous recommendation to Peet shareholders, and the Independent Expert’s Report is expected to be despatched to shareholders in early November 2026. Peet has appointed Kroll Australia Pty Ltd as the Independent Expert to opine on whether the Scheme is in the best interests of Peet shareholders.

After the Scheme Booklet has been sent to Peet shareholders, Peet shareholders will have the opportunity to vote on the Scheme at the Scheme Meeting, which is currently expected to be held in early December 2026. If Peet shareholders approve the Scheme at the Scheme Meeting, and the other conditions precedent to the Scheme becoming effective are satisfied (or, if applicable, waived), Peet currently expects that the Scheme will be implemented in late December 2026.

Set out overleaf is an indicative timetable for the Scheme.