Downer EDI : Awarded Ross River Solar Farm Contract

by

ACN 137 732 042

a wholly-owned subsidiary of

ACN 003 872 848

to purchase all of your ordinary shares in

ACN 154 229 562

For each Spotless Share you will receive

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 this Bidder's Statement. If you still need assistance please contact the Downer Offer Information Line on:

For Australian callers: 1300 048 144

Tuesday, 21 March 2017

Monday, 10 April 2017

Monday, 10 April 2017 [•]

7:00pm (Sydney time) [•]

For international callers: +61 3 9415 4662

Key Dates

Original Bidder's Statement lodged with ASIC

First Supplementary Bidder's Statement lodged with ASIC

Replacement Bidder's Statement lodged with ASIC

Offer opens (date of Offer) Offer closes (unless extended)

This is a Replacement Bidder's Statement and is given by Downer EDI Services Pty Ltd ACN 137 732 042 (Downer Services) to Spotless Group Holdings Limited ACN 154 229 562 (Spotless) under Part 6.5 of the Corporations Act, as amended by ASIC Class Order [CO 13/528] and the additional relief described in section 6.6. This Replacement Bidder's Statement is dated Monday, 10 April 2017 and replaces

the Bidder's Statement dated 21 March 2017 and lodged with ASIC on that date (Original Bidder's Statement). This Replacement Bidder's Statement includes an Offer dated [•] to acquire all of your Spotless Shares and also sets out certain disclosures required by the Corporations Act. The Offer made under this Replacement Bidder's Statement is on the same terms as the offer set out in the Original

Bidder's Statement except to the extent approved by ASIC in the relief described in section 6.6.

A copy of this Replacement Bidder's Statement was lodged with the Australian Securities and Investments Commission (ASIC) on Monday, 10 April 2017. ASIC takes no responsibility for the contents of this Replacement Bidder's Statement.

A number of defined terms are used in this Replacement Bidder's Statement. These terms are defined in section 8. All references to the Bidder's Statement in this document are to this Replacement Bidder's Statement.

Investment decisions

This Bidder's Statement does not take into account the investment objectives, financial situation and particular needs of any person. Before making any investment decision you should consider whether it is appropriate in the light of those factors. Accordingly, you may wish to seek independent financial and taxation advice before deciding whether to accept the Offer.

Forward looking statements

This Bidder's Statement contains forward looking statements. Forward looking statements are not based on historical facts, but are based on current expectations of future results or events. These forward looking statements are subject to risks, uncertainties and assumptions which could cause actual results or events to differ materially from the expectations described in such forward looking statements. While Downer EDI Limited ACN 003 872 848 (Downer) and Downer Services believe that the expectations reflected in

the forward looking statements in this document are reasonable, no assurance can be given that such expectations will prove to be correct. Matters as yet not known to Downer or Downer Services or

not currently considered material by Downer or Downer Services, may cause actual results or events to be materially different from those expressed, implied or projected in any forward looking statements.

Any forward looking statement contained in this document is qualified by this cautionary statement.

Information regarding Spotless

The information contained in this Bidder's Statement on Spotless and Spotless Shares has been prepared by Downer Services using publicly available information.

None of that information has been independently verified by Downer Services. Accordingly, Downer Services does not make any representation or warranty, express or implied, as to the accuracy or completeness of such information.

Further information relating to Spotless' business may be included in the Target's Statement, which Spotless must provide to its shareholders in response to this Bidder's Statement.

Notice for U.S. shareholders

This Bidder's Statement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act) or the securities laws of any state or other

jurisdiction of the United States. Accordingly, such securities may not be offered or sold, directly or indirectly, to any person in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This Bidder's Statement may not be forwarded, distributed or reproduced in whole or in part in any jurisdiction where it would be unlawful, including the United States.

The Offer is being made for shares of an Australian company and is subject to the laws of Australia. It is important for U.S. shareholders to be aware that the transaction is subject to takeover and disclosure laws and regulations in Australia that are different from those in the United States. Certain of the U.S. federal securities laws applicable to tender offers will not apply to the transaction and you may not have the same rights or protections applicable to equivalent transactions conducted in the United States. It may be difficult for you to enforce

your rights and any claim you may have arising under the U.S. federal securities laws, since Downer and Downer Services are located in Australia, and some or all of their officers and directors may be residents of Australia.

Privacy collection statement

Personal information relating to your shareholding in Spotless will be collected by Downer Services or its agents from Spotless in accordance with its rights under the Corporations Act. Downer Services will share this information with its related bodies corporate, advisers, agents and regulators (such as ASIC and the Australian Taxation Office) where necessary for the purposes

of the Offer. Downer Services, its related bodies corporate, advisers and agents will use this information solely for purposes relating to the Offer. If you would like to access or correct your personal information held by Downer Services or its agents

or have any other queries about the handling of your personal information please view Downer's Privacy Policy available at www.downergroup.com.

You should read section 7.3 for full details on how to accept the Offer.

CHESS Holding

If your Spotless Shares are held in a CHESS Holding (holder identification number beginning with 'X'), to accept you must either:

• instruct your Controlling Participant to accept the Offer on your behalf; or

• complete, sign and return the enclosed Acceptance Form in accordance with the instructions on it.

Issuer Sponsored Holding

If your Spotless Shares are held in an Issuer Sponsored Holding (securityholder reference number beginning with 'I'). to accept you must complete, sign and return the enclosed Acceptance Form in accordance with the instructions on it.

Participants

If you are a Participant (as defined in the ASX Settlement Operating Rules) (typically, a stockbroker who is a participating organisation of ASX Settlement), the above does not apply. To accept the Offer

you must initiate acceptance in accordance with the ASX Settlement Operating Rules.

To be effective, your acceptance must be received by Downer Services before the Offer closes.

1 Downer EDI Limited