Update in relation to Downer Services’ Offer for Spotless

Media/ASX and NZX Release 26 June 2017 DOWNER INCREASES ITS STAKE IN SPOTLESS TO 42.07% REMAINING SPOTLESS SHAREHOLDERS SHOULD ACCEPT DOWNER'S UNCONDITIONAL OFFER Downer EDI Limited (Downer) refers to its unconditional takeover offer (Offer) for Spotless Group Holdings Limited (Spotless):1 ? Downer now owns 42.07% of Spotless2 and is its largest shareholder ? The Offer Price of $1.15 cash per Spotless share is final and will not be increased in the absence of a superior proposal ? Spotless has confirmed that there are no superior proposals to the Offer ? The Offer is unconditional. Spotless shareholders who accept the Offer will be paid within 7 business days of Downer Services receiving a valid acceptance from the shareholder3 ? Accept the Offer as soon as possible to realise a certain cash premium for your shares ? The Offer Period closes at 7.00pm (Sydney time) on Thursday, 29 June 20174 Full details on how to accept the Offer are contained in section 7.3 of the Bidder's Statement. For further information regarding the Offer, please refer to the Bidder's Statement which was sent to Spotless shareholders and is available on the ASX. Please call the Offer Information Line on 1300 048 144 (within Australia) or +61 3 9415 4662 (from outside Australia) if you require further information or assistance. About Downer Downer EDI Limited ("Downer") is a leading provider of services to customers in markets including: Transport Services; Rail; Mining; Utilities Services; Technology and Communications Services; and Engineering, Construction & Maintenance. We build strong relationships of trust with our customers, truly understanding and predicting their needs and bringing them world leading insights and solutions. Downer employs about 19,000 people across more than 200 sites and projects, mostly in Australia and New Zealand, but also in the Asia-Pacific region, South America and Southern Africa. For more on Downer, visit: www.downergroup.com. For further information please contact: Michael Sharp, Group Head of Corporate Affairs and Investor Relations +61 439 470 145 1 Downer's takeover offer through wholly-owned subsidiary Downer EDI Services Pty Ltd (Downer Services) for all of the issued shares in Spotless Group Holdings Limited that it does not already own, announced on 21 March 2017. 2 Downer Services' relevant interest in the issued share capital of Spotless. 3 In accordance with the terms of the Offer. 4 Unless further extended. Downer EDI Limited ABN 97 003 872 848 Triniti Business Campus 39 Delhi Road North Ryde NSW 2113 1800 DOWNER www.downergroup.com End CA:00303123 For:WKS Type:OFFER Time:2017-06-26 11:53:58