Spotless : 2017 Annual Report

ANNUAL REPORT 2016/2017 CONTENTS

Directors' Report 1

Consolidated Statement of Profit or Loss and Other Comprehensive Income 30

Consolidated Statement of Financial Position 31

Consolidated Statement of Changes in Equity 32

Consolidated Cash Flow Statement 33

Notes to the Financial Statements for the Year Ended 30 June 2017 34

Audit Independence Declaration 86

Directors' Declaration 87

Auditor's Report 88

Corporate Governance Statement 94

Shareholder Information 103

Corporate Directory 104

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Directors' Report‌

The Directors hereby present their report for the year ended 30 June 2017. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:

Directors

The names and details of Directors of Spotless Group Holdings Limited (the "Group" or "Spotless") during the entire financial year and up to the date of this report, unless otherwise stated were:

Director Profiles

Garry Hounsell

Chairman, Independent Non-Executive Director

BBus (Acc), FCA, CPA, FAICD

Garry was appointed Chairman of Spotless in February 2017. He is also Chairman of the Audit, Business Risk and Compliance Committee and a member of the People and Remuneration Committee. Garry is a Director of DuluxGroup Limited, and Treasury Wine Estates Limited; as well as being Chairman of Helloworld Limited.

Garry has also served as a Director of Qantas Airways Limited, Orica Limited, Nufarm Limited and Integral Diagnostics Limited, Deputy Chairman of Mitchell Communication Group Limited and Chairman of PanAust Limited and eMitch Limited. Garry was also a former senior Partner of Ernst & Young, Chief Executive Officer and country Managing Partner of Arthur Andersen and a Board Member of law firm Freehills (now Herbert Smith Freehills).

Dana Nelson

Chief Executive Officer and Managing Director

Diploma of Applied Science (Orthoptics), Masters of Enterprise (Management & Leadership) (Melbourne Business School)

Dana was appointed Chief Executive Officer and Managing Director on 22 August 2017.

Dana has been the Chief Operating Officer ("COO") of Spotless since July 2015. In her role as COO she has had full accountability for all Spotless' key sectors, services lines and brands across Australia and New Zealand. Dana commenced with Spotless in 2010 heading the development of Alliance Catering prior to assuming the role of Group Divisional Manager with responsibility for the Business & Industry, Education and Leisure, Sports & Entertainment sectors. Before joining Spotless, Dana was the Managing Director of Australia and New Zealand for Delaware North.

Simon McKeon AO Non-Executive Director BCom, LLB

Simon was appointed a Non-Executive Director in December 2016. He is Chairman of the People and Remuneration Committee, and is also a member of the Audit, Business Risk and Compliance Committee.

He is currently Chancellor of Monash University, was Australian of the Year in 2011 and was made an Officer of the Australia in 2012 for distinguished services to business, commerce and the community. Simon has extensive experience in senior leadership and Board roles across a broad range of industries and sectors; this includes having served as Executive Chairman of Macquarie Group Melbourne as well as Chairman of AMP, CSIRO and MYOB and as the Founding President of the Australian Takeovers Panel.

During his over 30 years at Macquarie Group, Simon specialised in corporate mergers and acquisitions, fund raising and strategic advice. He continues to be retained as a consultant by Macquarie Group. Prior to joining Macquarie Group, he practiced as a lawyer with Blake Dawson Waldron in Sydney.

Simon is an active philanthropist and has been a significant contributor over many years to charitable, educational, public health and other community based organisations and causes.

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Directors' Report (continued)

Director Profiles (continued)

Simon is presently Chairman of the Group of Eight's Industry and Innovation Board, Summer Housing and President of the Review Panel of the Banking and Finance Oath. He is an Australia Day Ambassador for the Victorian Government and serves on its Science, Medical Research and Technology Panel. He is on the Advisory Boards of The Big Issue and Blackmagic Design.

Philip Garling

Non-Executive Director

B.Build, FAIB, FAICD, FIE (Aust)

Philip was appointed a Non-Executive Director in July 2017. He is also a member of the Audit, Business Risk and Compliance Committee and the People and Remuneration Committee.

He has over 35 years' experience in the infrastructure, construction, development and investment sectors. He was most recently the Global Head of Infrastructure at AMP Capital Investors, which is a role he held for nine years. Prior to this, Philip was CEO of Tenix Infrastructure and a long-term senior executive at the Lend Lease Group, including five years as CEO of Lend Lease Capital Services. Philip has been a Non-Executive Director of Downer EDI Limited ("Downer") since 2011.

Grant Thorne

Non-Executive Director

BSc (Hons), PhD, FAusIMM, GAICD

Grant was appointed a Non-Executive Director in July 2017. He is also a member of the Audit, Business Risk and Compliance Committee and the People and Remuneration Committee.

He has more than 36 years in the mining and extractive industry with Rio Tinto, serving in senior operational and executive roles both in Australia and internationally. He is a former Managing Director Coal and Allied Industries, and former Director of JK Tech, Queensland Energy Resources Limited and the Wesley Research Institute. Grant has been a Non-Executive Director of Downer EDI Limited since 2010.

Michael Ferguson

Non-Executive Director

BCom, CA

Michael was appointed a Non-Executive Director in July 2017. He is also a member of the Audit, Business Risk and Compliance Committee.

He is the Chief Financial Officer at Downer and leads Downer's financial reporting, tax, treasury, shared service, IT, M&A and risk management activities. Michael has held a range of senior finance positions in a career spanning 25 years. He was previously VP Finance for ASX listed explosives group Dyno Nobel and more recently held a number of portfolio CFO positions for a large private equity fund.

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