Spotless : Notice of Annual General Meeting 2018

NOTICE OF ANNUAL GENERAL MEETING 2018

Spotless Group Holdings Limited

ABN 27 154 229 562

Notice is given that the Annual General Meeting of Spotless Group Holdings Limited

(the Company) will be held at the Melbourne Parkview Hotel, 562 St Kilda Road, Melbourne VIC 3004 on Thursday, 29 November 2018, at 2.30pm (Melbourne time).

ITEMS OF BUSINESS

1. FINANCIAL REPORT, DIRECTORS' REPORT AND AUDITOR'S REPORT

To receive and consider the Financial Report, Directors' Report and Auditor's Report for the year ended 30 June 2018.

2. ELECTION OF DIRECTORS

To consider and, if thought fit, pass the following resolutions

• (a) "That Mr Grant Fenn, a Director appointed by the Board since the last Annual General Meeting of the Company, who retires in accordance with rule 6.1(e) of the Company's Constitution, being eligible and offering himself for election, is elected as a Director."

• (b) "That Professor John Humphrey, who retires in accordance with rule 6.1(f) of the Company's Constitution, being eligible and offering himself for re-election, is re-elected as a Director."

Details of the Directors seeking election are set out in the Explanatory Notes to this Notice of Meeting.

Each election will be open for discussion as a separate item of business and voted on as a separate ordinary resolution.

3. ADOPTION OF REMUNERATION REPORT

To consider, and if thought fit, pass the following resolution:

"To adopt the Remuneration Report for the year ended 30 June 2018."

The Remuneration Report is set out in the 2018 Annual Report.

The vote on this resolution is advisory only and does not bind the Directors or the Company. A voting exclusion statement applies to this resolution.

By order of the Board

Paul Morris Company Secretary

Dated 30 October 2018

IMPORTANT NOTES

ENTITLEMENT TO VOTE

The Board has determined that, for the purposes of the meeting, a person will be recognised as a member and the holder of shares if that person is registered as a holder of shares at 7.00pm (Melbourne time) on Tuesday, 27 November 2018. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

HOW TO VOTE

Shareholders may vote by either:

• • attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote; or

• • appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions electronically, in person, by post or by facsimile.

VOTING IN PERSON (OR BY ATTORNEY)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's share register and their attendance recorded. In the case of persons attending the meeting as an attorney of a shareholder, the original power of attorney appointing the person as the shareholder's attorney (or a certified copy of the power of attorney) must be received by the Company in the same manner and by the same time outlined for proxy forms below.

If your shares are held jointly, please note that if you and another joint holder both wish to vote at the meeting, only the vote of the holder named first in the register will be accepted, to the exclusion of the other holder(s).

VOTING BY A CORPORATION

A shareholder or proxy that is a corporation may appoint a body corporate representative to attend and vote for the shareholder or proxy at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act 2001 (Cth) (Corporations Act). The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed, unless it has been previously provided to the Company's Share Registry.

VOTING BY PROXY

A shareholder entitled to attend and vote at this meeting is entitled to appoint not more than two proxies to attend and vote instead of the shareholder. A proxy form is included with this Notice of Meeting and an additional proxy form (if two proxies are to be appointed) can be obtained from the Company's Share Registry. A proxy need not be a shareholder of the Company.

Where two proxies are appointed, each proxy may be appointed to represent a specific proportion of the member's voting rights on a poll. If the appointment does not specify the proportion or number of votes, each proxy may exercise half of the votes (any fraction of votes will be disregarded). Neither proxy is entitled to vote on a show of hands if more than one proxy attends.

If you appoint a proxy, the Company encourages you to consider directing them how to vote by marking the appropriate box on the proxy form for each of the proposed resolutions. If your proxy chooses to vote, he/she must vote in accordance with your directions. If you have directed your proxy to vote, and they fail to attend the meeting or they choose to not vote, then, on a poll, the Chairman of the meeting will vote your proxies as directed by you.

If you appoint the Chairman of the meeting as your proxy (or the Chairman becomes your proxy by default) and you do not direct your proxy how to vote on a resolution, you will be expressly authorising the Chairman to vote as he decides on the relevant resolution. This includes resolution 3 even though the resolution is connected with the remuneration of members of the Company's Key Management Personnel. Where the Chairman of the meeting is not directed how to vote, he intends to vote, as your proxy, in favour of each of the proposed resolutions (where permissible).

If you do not want the Chairman of the meeting to vote as your proxy in favour of any resolution, you need to direct your proxy to vote against, or to abstain from voting on, the relevant resolution by marking the appropriate box on the proxy form.

If you appoint a Director (other than the Chairman of the meeting) or another member of the Key Management Personnel (or a Closely Related Party of any such Director or member) as your proxy, you should direct them how to vote on resolution 3 by marking the appropriate box. If you do not do so, your proxy will not be able to vote on your behalf on resolution 3.

Key Management Personnel of the Company are the Directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company. The Remuneration Report identifies the Key Management Personnel for the financial year ended 30 June 2018.

Closely Related Party, in relation to a member of the Key Management Personnel, means the member's spouse, child or dependent (or a child or dependant of the member's spouse), anyone else in the member's family who may be expected to influence, or be influenced by, the member in the member's dealings with the Company and/or the Spotless Group, and any company that the member controls.

The proxy form (and the power of attorney or other authority, if any, under which a proxy form is signed, or a certified copy of the power or other authority) must be completed and returned no later than 2.30pm (Melbourne time) on Tuesday, 27 November 2018.

Proxies (and, if applicable, powers of attorney or other authorities) may be returned:

Online atwww.linkmarketservices.com.au

Choose Spotless Group Holdings Limited from the drop down menu, enter the holding details as shown on the proxy form, and follow the instructions provided to appoint a proxy.

By mail

Link Market Services Limited Locked Bag A14

Sydney South NSW 1235

By hand*

Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000

*During business hours (Monday to Friday, 9:00 am - 5:00 pm)

By facsimile +61 2 9287 0309

Any proxy form received after that time will not be valid for the scheduled meeting.

The proxy form must be signed by the shareholder or the shareholder's attorney or, if the shareholder is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation's place of incorporation. Where two or more persons are registered as a member, each person must sign.

EXPLANATORY NOTES TO SHAREHOLDERS

These Explanatory Notes accompany and form part of the Notice of Meeting.

RESOLUTION 1 - FINANCIAL REPORT, DIRECTORS' REPORT AND AUDITOR'S REPORT

The Corporations Act requires the Financial Report (which includes financial statements, notes to the financial statements and directors' declaration), the Directors' Report and the Auditor's Report for the year ended 30 June 2018 to be laid before the Annual General Meeting. A copy of the 2018 Annual Report (which includes the Financial Report, Directors' Report and Auditor's Report) is available from the Company's website atwww.spotless.com. A printed copy of the 2018 Annual Report has been sent to those shareholders who have elected to receive a printed copy. To receive a printed copy of the 2018 Annual Report, free of charge, please contact the Company's Share Registry on 1300 554 474.

There is no requirement for a formal resolution on this matter. Accordingly, there will be no formal resolution on this matter put to the meeting.

Shareholders will be given a reasonable opportunity at the meeting to raise questions about, and to make comments on, the 2018 Annual Report and the business, operations and management of the Company during discussion on this item.

Shareholders will also be given a reasonable opportunity to ask a representative of KPMG, the auditor of the Company's Financial Report for the year ended 30 June 2018, questions relevant to the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements, and the independence of the auditor in relation to the conduct of the audit.

The Chairman of the meeting will also allow a reasonable opportunity for the auditor or their representative to answer written questions submitted to the auditor under section 250PA of the Corporations Act. Please note that all written questions to the auditor must be received by no later than Thursday, 22 November 2018.

RESOLUTION 2 - ELECTION OF DIRECTORS

In accordance with rule 6.1(e) of the Company's Constitution, Mr Grant Fenn will retire from the Board and, being eligible, offer himself for election as a Director.

In accordance with rule 6.1(f) of the Company's Constitution, Professor John Humphrey will retire from the Board and, being eligible, offer himself for election as a Director.

Profiles of the candidates for election as Directors are set out below.

Professor John Humphrey

John was appointed a Non-Executive Director in July 2017 and was appointed Chairman in August 2017. He is also Chairman of the Nomination Committee.

He served as independent Non-Executive Director at Downer EDI Limited between 2001 and 2016. He is currently the Executive Dean of the Faculty of Law at Queensland University of Technology and a Legal Consultant to King & Wood Mallesons. John is currently the Chairman of both Horizon Oil Limited and Auswide Bank Limited. He is also a former member of the Australian Takeovers Panel.

Grant Fenn

Grant was appointed a Non-Executive Director in December 2017.

Grant has over 30 years' experience in operational management, strategic development and financial management. He joined Downer in October 2009 as Chief Financial Officer and was appointed Chief Executive Officer in July 2010.

He was previously a Member of the Qantas Executive Committee, holding a number of senior roles over 14 years, as well as Chairman of Star Track Express and a Director of Australian Air Express. He worked at KPMG for eight years before he joined Qantas. Grant is currently a Director of Sydney Airport Limited and a Member of the UTS Engineering and IT Industry Advisory Board.