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Supplementary Bidder’s Statement

26/08/2020, 08:30 NZST, TRANSACT

25 August 2020 TAKEOVER OFFER UPDATE - ACCEPTANCE BY COLTRANE AND PROCEEDING TO COMPULSORY ACQUISITION Downer EDI Limited (Downer) today announced that Coltrane Master Fund, L.P. (which controls approximately 11.8% of Spotless shares) has accepted the takeover offer by Downer EDI Services Pty Ltd (Downer Services) for all of the shares in Spotless Group Holdings Limited (Spotless) that it and its related bodies corporate do not already own (Spotless Offer). Accordingly, Downer and its associates now have a relevant interest in 99.6% of Spotless shares on issue and Downer Services has commenced compulsory acquisition for all outstanding Spotless shares under the Corporations Act. Spotless shareholders are encouraged to accept the Spotless Offer as soon as practicable as that will allow them to receive the takeover consideration sooner than they will receive it under the compulsory acquisition process. Spotless shareholders who validly accept the Spotless Offer will receive payment for the cash consideration within seven days of Downer Services receiving their acceptance. Copies of the Supplementary Takeover Booklet in relation to the above and the compulsory acquisition notice lodged with the Australian Securities and Investments Commission and to be sent to Spotless shareholders are attached. The Spotless Offer is currently scheduled to close at 7:00pm (Sydney time) on Monday, 21 September 2020 (unless extended). Authorised for release by Downer's Chief Executive Officer, Grant Fenn. For further information please contact: Michael Sharp, Group Head of Corporate Affairs and Investor Relations +61 439 470 145 End CA:00358638 For:DOW Type:TRANSACT Time:2020-08-26 08:30:10