Spotless : Change in substantial holding from DOW

Ashurst Australia Level 11

5 Martin Place

Sydney NSW 2000 Australia

31 July 2017 GPO Box 9938

Sydney NSW 2001 Australia

BY ELECTRONIC LODGEMENT

Mr Paul Morris

General Counsel and Company Secretary Spotless Group Holdings Limited

549 St Kilda Rd Melbourne, VIC 3004

c/o Mr Craig Semple and Mr Nirangjan Nagarajah Gilbert + Tobin

The Manager

Company Announcements ASX Limited

Exchange Centre 20 Bridge Street

Sydney NSW 2000

Dear Sir/Madam

Notice of change of relevant interests of substantial holder

Tel [phone]

Fax [phone]

DX 388 Sydney www.ashurst .com

We act for Downer EDI Services Pty Limited (Downer Services), a wholly owned subsidiary of Downer EDI Limited (ASX:DOW) in relation to its off-market takeover offer for all of the ordinary shares in Spotless Group Holdings Limited (ACN 154 229 562) (Spotless) that it does not already own (the Offer) on the terms set out in the bidder's statement dated 21 March 2017, as replaced by the replacement bidder's statement dated 10 April 2017 and supplemented by the second supplementary bidder's statement dated 3 May 2017, third supplementary bidder's statement dated 19 June 2017, fourth supplementary bidder's statement dated 11 July 2017, fifth supplementary bidder's statement dated 18 July 2017 and the notices of extension dated 22 May 2017, 2 June 2017, 27 June 2017, 11 July 2017 and 18 July 2017 (the Bidder's Statement).

In accordance with section 671B( )(b) of the Corporations Act 2001 (Cth), we enclose an ASIC Form 604 (Notice of change of interests of substantial holder) in relation to the change in relevant interests held by Downer Services. As set out in the enclosed Form 604, Downer Services has a relevant interest in 80.7740/o in the issued share capital of Spotless.

Yours faithfully

Ashurst Australia

Ashurst Australia (ABN 75 304 286 095) is a general partnership constituted under the laws of the Australian Capital Territory and is part of the Ashurst Group.

246613295.01

Form 604 Corporations Act 2001 Section 671B

604

page 1/3 15 JuIy 2001

Notice of change of interests of substantial holder

To Company Name/Scheme Spotless Group Holdings Limited

ACN/ARSN ACN 154 229 562 1. Details of substantial holder (1)

Name Downer EDI Limited (Downer) and each of the entities set out in Annexure A

ACN/ARSN (if applicable) ACN 003 872 848

This notice is given by Downer on behalf of itself, Downer EDI Services Pty Ltd ACN 137 732 042 (Downer Services)

and each of the entities set out in Annexure A (each a Downer Group Company and together, the Downer Group).

There was a change in the interests of the

substantial holder on 28/ 07 / 2017

The previous notice was given to the company on 27 I 07 / 2017 The previous notice was dated 27/ 07 / 2017

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows :

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares 8 (Shares)		1,219,070	74.505%	890,320,995	80.774%

2

3. Changes in relevant interests

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
28 / 07 / 2017	Downer Services, Downer and each Downer Group Company	Acquisition of relevant interest in Shares pursuant to contracts arising as a result of acceptances of the takeover offer made by Downer Services to acquire Shares (the Offer) as set out in the Replacement Bidder's Statement dated 10/04/2017 (as supplemented) (Offer Acceptance Contracts).	$1.15 per Share	61,801,554 Shares	61,801,554
28 / 07 / 2017	Downer Services, Downer and each Downer Group Company	Entry into contracts for the purchase of Shares on market that are yet to settle (On-market Acquisition Contracts).	$1.15 per Share	7,300,371 Shares	7,300,371

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows :

4. Present relevant interests

Particulars of each relevant interest of the substant ial holder in voting securities after the change are as follows :

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Downer Services Do	ner Services N	ot applicable	Downer Services has a relevant interest under s608( 1) of the Corporations Act 2001 (Cth) (Corporations Act) as registered holder of the Shares.	750,464,992 Shares	750,464,992

w

Name and ACNIARSN (if applicable)	Nature of association
NIA	NIA

604 page 213 15 July 2001

Downer	Downer Services	Not applicable	Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having control of Downer Services.	750,464,992 Shares	750,464,992
Each Dower Group Company (see Annexure A)	Downer Services	Not applicable	Each Downer Group Company has a relevant interest in the Shares by virtue of s 608(3)(a) of the Corporations Act, by reason of having voting power (through the relevant interests of its associate, Downer) above 20% in Downer Services.	750,464,992 Shares	750,464,992
Downer Services	Various offerees who have accepted the Offer referred to in paragraph 3.	Downer Services (subject to the Offer Acceptance Contracts referred to in paragraph 3).	Downer Services has a relevant interest in Shares under ss 608( 1)(c) and 608(8) of the Corporations Act as a result of accectances of the Offer.	132,124,237 Shares	132.124,237
Downer			Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having control of Downer Services.	132,124,237 Shares	132.124,237
Each Dower Group Company (see Annexure A)			Each Downer Group Company has a relevant interest in the Shares by virtue of s 608(3)(a) of the Corporations Act, by reason of having voting power (through the relevant interests of its associate, Downer) above 20% in Downer Services.	132,124,237 Shares	132.124,237
Downer Services	Various vendors who have entered into the On-market Acquisition Contracts.	Downer Services (subject to the On-market Acquisition Contracts).	Downer Services has a relevant interest in Shares under s 608(1)(c) and s608(8) of the Corporations Act by reason of being the purchaser of Shares pursuant to on-market trades that are vet to settle.	7,731,766 Shares	7,731,766
Downer			Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having control of Downer Services.	7,731,766 Shares	7,731,766
Each Dower Group Compan (see Annexure A)			Each Downer Group Company has a relevant interest in the Shares by virtue of s 608(3)(a) of the Corporations Act, by reason of having voting power (through the relevant interests of its associate, Downer) above 20% in Downer Services.	7,731,766 Shares	7,731,766
Changes in association Addresses The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows: The addresses of persons named in this form are as follows: Name Address Downer, Downer Services and each 'Triniti Ill Triniti Business Campus' Level 2 39 Delhi Road, North Ryde NSW 2113 Downer Group Company

604 page 3/3 15 July 2001

Signature print name sign here	Peter John Tompkins capacity Company Secretary
	date 31/07 /2017
DIRECTIONS If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form. See the definition of "associate" in section 9 of the Corporations Act 2001. See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001. The voling shares of a company constitute one class unless divided into separate classes. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. Include details of: any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired. If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'". Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.