Spotless : Change in substantial holding and interests from DOW

Ashurst Australia Level 11

5 Martin Place

Sydney NSW 2000 Australia

29 May 2017 GPO Box 9938

Sydney NSW 2001 Australia

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

Tel +61 2 9258 6000

Fax +61 2 9258 6999

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 and the notice of extension dated 22 May 2017 (the Bidder's Statement).

We refer to the institutional acceptance facility (the Facility) established by Downer Services on the terms set out in section 7 of the second supplementary bidder's statement dated 3 May 2017 (the Second Supplementary Bidder's Statement).

Since Downer Services' notice of change of relevant interests of substantial holder and change of interest under Institutional Acceptance Facility dated 24 May 2017, the aggregate (after deducting any withdrawals of acceptances or acceptance instructions) of:

1. the number of Spotless shares in respect of which Downer Services has received acceptance instructions under the Facility as at 7:30pm (Sydney time) yesterday (in the form of acceptance forms and/or directions to custodians to accept the Offer); and

2. the number of Spotless shares in which Downer Services has a relevant interest, has changed from 17.217% to 18.796% of Spotless shares on issue.

The following table shows separately and in aggregate the change in those two categories:

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.

245719562 .01

Page 2

Note: Downer Services entered into a cash-settled equity swap with UBS AG Australia Branch, which as at the date of this notice, relates to a notional 54,804,679 Spotless Shares (equivalent to approximately 4.99% of the Spotless Shares currently on issue). Key terms of the cash-settled equity swap are described in the Notice ofInitial substantial holder lodged by Downer on 21 March 2017. The cash-settled equity swap does not give Downer Services or any Downer Group Company any relevant interest in the Spotless Shares.

Downer Services therefore has an interest equivalent to 23.786% in the issued share capital of Spotless, comprising its relevant interest and a further economic interest in 4.99% pursuant to the cash-settled equity swap.

Shares which are the subject of the Facility do not at this stage constitute formal acceptances of the Offer and may be withdrawn at any time prior to certain preconditions being met. Such preconditions require the Facility operator to receive confirmation from Downer Services that it has declared the Offer to be free of all Defeating Conditions (as defined in the Bidder's Statement) or that it will declare the Offer free of all Defeating Conditions not later than the time that all facility acceptances are processed (Confirmation). Accordingly, the Spotless shares in which Downer Services has relevant interests (as set out in the table above) do not include the Spotless shares which are the subject of the Facility. As soon as possible after (and not before) Downer Services provides the Confirmation to the Facility operator, the Facility operator must release the facility acceptances.

Further details regarding the Facility, including all relevant terms and the arrangements Downer Services has entered into to enable the operation of the Facility can be found in section 7 of the Second Supplementary Bidder's Statement.

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 a result of acceptances of the Offer.

Yours faithfully

Ashurst Australia

245719562.01

Corporations Act 2001

Section 6718

604 pa e 1/3 15 Jul 2001

To Company Name/Scheme Spotless Group Holdings Limited

ACN/ARSN ACN 154 229 562

1. Details of substantial holder (1)

Name

ACN/ARSN (if applicable)

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

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

The previous notice was given to the company on The previous notice was dated

26/ 05 I 2017

24 / 05 I 2017

24 I 05 I 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:

Note: Downer Services entered into a cash-settled equity swap with UBS AG Australia Branch, which as at the date of this notice, relates to a notional 54,804,679 Shares (equivalent to approximately 4.99% of the Shares currently on issue). Key terms of the cash-settled equity swap are described in the Notice o Initial substantial holder lodged by Downer on 21 March 2017. The cash-settled equity swap does not give Downer Services or any Downer Group Company any relevant interest in the Shares.

1. 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
   26 I 05 I 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.	$1.15 per Share	18,317,116 Shares	18,317,116

   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:

2. Present relevant interests

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

Each Downer Group Company has a relevant

interest in the Shares by virtue

604 page 2/3 15 July 2001

Each Dower of s 608(3)(a) of the 164,743,526

Group Company Downer Services Not applicable Corporations Act, by reason of Shares 164,743,526 (see Annexure A) having voting power (through

the relevant interests of its associate, Downer) above 20% in Downer Services. Downer Services has a relevant interest in Shares

Downer Services under ss 608(1)(c) and 608(8) 41,715,815 41,715,815 of the Corporations Act as a Shares

result of acceptances of the Offer.

Downer has a relevant

interest under s608(3)(b) 41,715,815

Downer Various offerees Downer Services (subject to of the Corporations Act by Shares 41,715,815 who have accepted the contracts referred to in reason ofhaving

the Offer referred to paragraph 3). in paragraph 3.

control of Downer Services.

Each Downer Group Company has a relevant

interest in the Shares by virtue of s 608(3)(a) of

Each Dower the Corporations Act, by 41,715,815

Group Company reason of having voting Shares41,715,815

(see Annexure A) power (through the relevant

interests of its

associate, Downer) above 20% in Downer

Services.

1. Changes In association

   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:

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

2. Addresses

The addresses of persons named in this form are as follows:

print name Peter John Tompkins capacity Company Secretary

sign here date 29/05 /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.