Downer EDI : Notice of change in substantial holding for SPO

There was a change in the interests of the substantial holder on

22/ 06 / 2017

The previous notice was given to the company on

21 / 06 / 2017

The previous notice was dated

21 / 06 / 2017

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

22 / 06 / 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

3,105,681Shares

3, 105,681

22 / 06 / 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

58,868,512

Shares

58,868,512

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 D

owner 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.

356,042,250

Shares

356,042,250

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.

356,042,250

Shares

356,042,250

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.

356,042,250

Shares

356,042,250

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.

29,325,666

Shares

29,325,666

Downer

Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having

control of Downer Services.

29,325,666

Shares

29,325,666

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.

29,325,666

Shares

29,325,666

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.

58,868,512

Shares

58,868,512

Downer

Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having control of Downer Services.

58,868,512

Shares

58,868,512

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.

58,868,512

Shares

58,868,512

1. Changes in association

2. 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

Signature

print name

sign here

Peter John Tompkins capacity Company Secretary

date 23/06 /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 6718(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:

7. 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

8. 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).

9. 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.

10. 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"'.

11. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

12. See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.