DOW: Sixth Supplementary Bidder's Statement

Sixth Supplementary Bidder's Statement

In relation to the Recommended Cash Offer

by

Downer EDI Services Pty Ltd

ACN 137 732 042

a wholly-owned subsidiary of

Downer EDI Limited

ACN 003 872 848

to purchase all of your ordinary shares in

Spotless Group Holdings Limited

ACN 154 229 562

For each Spotless Share you will receive

$1.15 Cash

This is an important document and requires your immediate attention. If you are in doubt as to how to deal with this document you should consult your financial or other professional adviser. Offer Information Line

For information regarding your Spotless Shares, the Offer or how to accept the Offer please read the Bidder's Statement. If you still need assistance please contact the Downer Offer Information Line on:

For Australian callers: 1300 048 144

For international callers: [phone]

IMPORTANT INFORMATION

This document is the sixth supplementary bidder's statement (Sixth Supplement) to the bidder's statement dated 21 March 2017 (Original Bidder's Statement) made under section 643 of the Corporations Act 2001 (Cth) (the Corporations Act).

The Sixth Supplement is issued by Downer EDI Services Pty Ltd (Downer Services), a wholly-owned subsidiary of Downer EDI Limited ACN 003 872 848 (Downer) in relation to the offers dated 12 April 2017 made under its off-market takeover bid by Downer Services to acquire all of the ordinary shares in Spotless Group Holdings Limited ACN 154 229 562 (Spotless) that it does not already own (Offer).

This document supplements, and must be read together with, the replacement bidder's statement dated 10 April 2017 (Replacement Bidder's Statement) which replaced the Original Bidder's Statement, the first supplementary bidder's statement dated 10 April 2017 (First Supplement), the second supplementary bidder's statement dated 3 May 2017 (Second Supplement), the third supplementary bidder's statement dated 19 June 2017 (Third Supplement), the fourth supplementary bidder's statement dated 11 July 2017 (Fourth Supplement) and the fifth supplementary bidder's statement dated 18 July 2017 (Fifth Supplement). In this Sixth Supplement, all references to the Bidder's Statement are references to the Replacement Bidder's Statement (as amended by the Second Supplement, the Third Supplement, the Fourth Supplement, the Fifth Supplement and the notices of extension dated 22 May 2017, 2 June 2017, 27 June 2017, 11 July 2017 and 18 July 2017). This Sixth Supplement prevails to the extent of any inconsistency with the Bidder's Statement, the First Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement and the Fifth Supplement. Unless the context requires otherwise or separately defined in this Sixth Supplement, terms defined in the Bidder's Statement have the same meaning in this Sixth Supplement.

A copy of this Sixth Supplement, which incorporates a notice under section 650D of the Corporations Act, was lodged with the Australian Securities and Investments Commission (ASIC) on Monday, 31 July 2017. Neither ASIC nor any of its officers takes any responsibility for the contents of this Sixth Supplement or the notice incorporated into this Sixth Supplement.

1. REASONS TO ACCEPT THE OFFER

   Downer encourages remaining Spotless Shareholders to accept the offer promptly and without delay for the following reasons:

   • The Spotless Board has unanimously recommended that Spotless Shareholders accept the Offer of $1.15 cash per share.

   • The Offer Price of $1.15 cash per Spotless Share provides compelling value for Spotless Shareholders, being a 59% premium to the closing price of Spotless Shares on 20 March 2017 (being the last trading day prior to the announcement of the Offer).

   • Holders of over 80% of the shares in Spotless have accepted the Offer or sold their shares to Downer.1

   • Downer is Spotless' controlling shareholder and has majority representation on the Spotless Board.

   • Spotless Shareholders who do not accept the Offer will remain minority shareholders in Spotless unless Downer Services is able to proceed with compulsory acquisition. There are a number of risks in remaining a minority shareholder in Spotless.

   • S&P Dow Jones Indices has confirmed that it will remove Spotless from the S&P/ASX200 Index effective at the commencement of trading 7 August 2017. Downer expects that this will result in a further reduction in liquidity and less institutional support for Spotless Shares.

   • With a shareholding in Spotless of over 80%, Downer has the ability to pass a special resolution of Spotless. This will enable Downer to, among other things, change the Spotless constitution.

   • Downer will seek to have Spotless removed from the Official List of the ASX if the number of Spotless shareholders is less than that required by the ASX to maintain an ASX listing.2 If Spotless is delisted from the ASX, there will be no ongoing market in Spotless Shares.

   • If the Offer closes and Spotless remains listed on the Official List of the ASX, the Spotless share price is likely to trade at a substantial discount to the Offer Price.

   • Remaining Spotless Shareholders should accept the Offer as soon as possible to realise a certain cash premium for their Spotless Shares.

2. EXTENSION OF OFFER PERIOD

   Downer Services has decided to extend the Offer Period, so that the Offer will now remain open for acceptance until 7.00pm (Sydney time) on Monday, 7 August 2017 (unless further extended under the Corporations Act).

   A formal notice under section 650D of the Corporations Act in connection with the extension of the Offer Period is attached as Annexure A.

   1 As at 7:00pm on Friday, 28 July 2017.

   2 See section 2.3 of the Bidder's Statement for further information in relation to Downer Services' intentions to delist Spotless and the requirements which need to be satisfied in order to do so.

3. FURTHER INFORMATION

For further information regarding the Offer, please refer to the Bidder's Statement which was sent to Spotless Shareholders and is available on the ASX.

Please call the Offer Information Line on 1300 048 144 (from within Australia) or [phone] (from outside Australia) from Monday to Friday between 9.00am and 5.00pm (Sydney time) if you require further information or assistance.