Spotless : Change in substantial holding from DOW

Form 604 Corporations Act 2001 Section 671B 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/ 08 / 2017
   The previous notice was given to the company on	7 / 08 / 2017
   The previous notice was dated	7/ 08 / 2017

2. Previous and present voting power

   Class of securities (4)	Previous notice		Present notice
   	Person's votes	Voting power (5)	Person's votes	Voting power (5)
   Fully paid ordinary shares (Shares)	954,565,937	86.602%	967,784,317	87.802%

   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:

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 / 08 / 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	7,140,305 Shares	7,140,305
   28 / 08 / 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	6,078,075 Shares	6,078,075

   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 substantial 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	Downer Services	Not applicable	Downer Services has a relevant interest under s608(1) of the Corporations Act 2001 (Cth) (Corporations Act) as registered holder of the Shares.	964,461,254 Shares	964,461,254

Name and ACN/ARSN (if applicable)	Nature of association
N/A	N/A

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.	964,461,254 Shares	964,461,254
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.	964,461,254 Shares	964,461,254
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 acceptances of the Offer.	2,899,021 Shares	2,899,021
Downer			Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having control of Downer Services.	2,899,021 Shares	2,899,021
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.	2,899,021 Shares	2,899,021
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 yet to settle.	424,042 Shares	424,042
Downer			Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having control of Downer Services.	424,042 Shares	424,042
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.	424,042 Shares	424,042
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 Downer Group Company 'Triniti III Triniti Business Campus' Level 2 39 Delhi Road, North Ryde NSW 2113

Signature
print name		Peter John Tompkins	capacity	Company Secretary
sign here		date	29/08/2017
DIRECTIONS
(1)	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.
(2)	See the definition of "associate" in section 9 of the Corporations Act 2001.
(3)	See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4)	The voting shares of a company constitute one class unless divided into separate classes.
(5)	The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6)	Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(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
(b) any qualification of the securities to which the rele	power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the vant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7)	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.
(8)	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'".
(9)	Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

ANNEXURE A DETAILS OF SUBSTANTIAL HOLDERS This is Annexure "A" of 2 pages referred to in the Form 604 Notice of Change of Interests of Substantial Holder signed by me and dated 29 August 2017

Signed:

Name (printed): Peter Tompkins Capacity: Company Secretary

DOWNER GROUP COMPANIES: Australia

AGIS Group Pty Ltd

ASPIC Infrastructure Pty Ltd Dean Adams Consulting Pty Ltd Downer Australia Pty Ltd

Downer EDI Associated Investments Pty Ltd Downer EDI Engineering Company Pty Limited Downer EDI Engineering CWH Pty Limited Downer EDI Engineering Electrical Pty Ltd Downer EDI Engineering Group Pty Limited Downer EDI Engineering Holdings Pty Ltd Downer EDI Engineering Power Pty Ltd Downer EDI Engineering Pty Limited

Downer EDI Engineering Transmission Pty Ltd (ii) Downer EDI Limited Tax Deferred Employee Share Plan Downer EDI Mining Pty Ltd

Downer EDI Mining-Blasting Services Pty Ltd Downer EDI Mining-Minerals Exploration Pty Ltd Downer EDI Rail Pty Ltd

Downer EDI Works Pty Ltd

Downer Energy Systems Pty Limited Downer Group Finance Pty Limited Downer Holdings Pty Limited

Downer Investments Holdings Pty Ltd Downer Mining Regional NSW Pty Ltd Downer PPP Investments Pty Ltd Downer Utilities Australia Pty Ltd

Downer Utilities Holdings Australia Pty Ltd Downer Utilities Networks Pty Ltd

Downer Utilities New Zealand Pty Ltd Downer Utilities Projects Pty Ltd Downer Utilities SDR Australia Pty Ltd Downer Utilities SDR Pty Ltd

Downer Victoria PPP Maintenance Pty Ltd EDI Rail PPP Maintenance Pty Ltd EDICO Pty Ltd

Emoleum Partnership

Emoleum Road Services Pty Ltd Emoleum Roads Group Pty Ltd Emoleum Services Pty Limited Evans Deakin Industries Pty Ltd Faxgroove Pty. Limited (ii)

ITS Pipetech Pty Limited Locomotive Demand Power Pty Ltd Lowan (Management) Pty. Ltd.

LNK Group Pty Ltd

Maclab Services Pty Limited

Mineral Technologies (Holdings) Pty Ltd Mineral Technologies Pty Ltd

New South Wales Spray Seal Pty Ltd Otraco International Pty Ltd

Otracom Pty Ltd

Primary Producers Improvers Pty. Ltd. QCC Resources Pty Ltd

Rail Services Victoria Pty Ltd REJV Services Pty Ltd Reussi Pty Ltd (ii)

Roche Bros. Superannuation Pty. Ltd. Roche Services Pty Ltd

RPC Roads Pty Ltd RPQ Asphalt Pty Ltd

RPQ North Coast Pty Ltd RPQ Pty Ltd

RPQ Services Pty Ltd RPQ Spray Seal Pty Ltd

SACH Infrastructure Pty Ltd Snowden Holdings Pty Ltd

Snowden Mining Industry Consultants Pty Ltd Snowden Technologies Pty Ltd

Southern Asphalters Pty Ltd Trico Asphalt Pty Ltd

VEC Civil Engineering Pty Ltd VEC Plant and Equipment Pty Ltd

New Zealand and Pacific

A F Downer Memorial Scholarship Trust Hawkins 2017 Limited

Hawkins Projects 1 Limited DGL Investments Limited

Downer Construction (Fiji) Limited

Downer Construction (New Zealand) Limited Downer Construction PNG Limited

Downer EDI Engineering PNG Limited Downer EDI Engineering Power Limited Downer EDI Mining NZ Limited

Downer EDI Works Vanuatu Limited Downer New Zealand Limited

Downer New Zealand Projects 1 Limited Downer New Zealand Projects 2 Limited Downer New Zealand Projects 3 Limited Downer Utilities Alliance New Zealand Limited Downer Utilities New Zealand Limited

Downer Utilities PNG Limited Green Vision Recycling Limited ITS Pipetech Pacific (Fiji) Limited Richter Drilling (PNG) Limited

Techtel Training & Development Limited Underground Locators Limited

Waste Solutions Limited Works Finance (NZ) Limited

Africa

Downer EDI Mining - Ghana Ltd

MD Mineral Technologies SA (Pty) Ltd.

MD Mining and Mineral Services (Pty) Ltd (i) Otraco Botswana (Proprietary) Limited Otraco Southern Africa (Pty) Ltd

Otraco Tyre Management Namibia (Proprietary) Limited Snowden Mining Industry Consultants (Proprietary) Ltd Snowden Training (Pty) Ltd

Asia

Chan Lian Construction Pte Ltd

Chang Chun Ao Da Technical Consulting Co Ltd Changchun Ao Hua Technical Consulting Co Ltd Downer EDI Engineering Holdings (Thailand) Limited Downer EDI Engineering Thailand Ltd

Downer EDI Engineering (S) Pte Ltd Downer EDI Group Insurance Pte Ltd Downer EDI Rail (Hong Kong) Limited Downer EDI Works (Hong Kong) Limited Downer Pte Ltd

Downer Singapore Pte Ltd Duffill Watts Pte Ltd

Duffill Watts Vietnam Ltd (ii)

MD Mineral Technologies Private Limited PT Duffill Watts Indonesia

PT Otraco Indonesia