Change in substantial holding

Ashurst Australia Level 11 5 Martin Place Sydney NSW 2000 Australia GPO Box 9938 Sydney NSW 2001 Australia Tel +61 2 9258 6000 Fax +61 2 9258 6999 DX 388 Sydney www.ashurst.com 28 June 2017 BY ELECTRONIC LODGEMENT 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 Notice of change of relevant interests of substantial holder 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, third supplementary bidder's statement dated 19 June 2017 and the notices of extension dated 22 May 2017, 2 June 2017 and 27 June 2017 (the Bidder's Statement). In accordance with section 671B(1)(b) of the Corporations Act 2001 (Cth), 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 set out in the enclosed Form 604, Downer Services has a relevant interest in 57.035% in the issued share capital of Spotless. Yours faithfully Ashurst Australia Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder To Company Name/Scheme Spotless Group Holdings Limited ACN/ARSN ACN 154 229 562 1. Details of substantial holder (1) Name Downer EDI Limited (Downer) and each of the entities set out in Annexure A ACN/ARSN (if applicable) 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 27 / 06 / 2017 The previous notice was given to the company on 27 / 06 / 2017 The previous notice was dated 27 / 06 / 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: Class of securities (4) Previous notice Present notice Person's votes Voting power (5) Person's votes Voting power (5) Fully paid ordinary shares (Shares) 538,912,968 49.063% 626,474,980 57.035% 3. Changes in relevant interests 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: 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 27 / 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 77,391,040 Shares 77,391,040 27 / 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 10,170,972 Shares 10,170,972 4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows: 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 Downer 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. 445,588,865 Shares 445,588,865 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. 445,588,865 Shares 445,588,865 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. 445,588,865 Shares 445,588,865 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. 101,456,889 Shares 101,456,889 Downer Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having control of Downer Services. 101,456,889 Shares 101,456,889 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. 101,456,889 Shares 101,456,889 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 yet to settle. 79,429,226 Shares 79,429,226 Downer Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having control of Downer Services. 79,429,226 Shares 79,429,226 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. 79,429,226 Shares 79,429,226 5. 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 6. Addresses The addresses of persons named in this form are as follows: Name Address Downer, Downer Services and each Downer Group Company 'Triniti III Triniti Business Campus' Level 2 39 Delhi Road, North Ryde NSW 2113 Signature print name Peter John Tompkins capacity Company Secretary sign here date 28 / 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 671B(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: (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(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 (b) 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). See the definition of "relevant agreement" in section 9 of the Corporations Act 2001. (7) 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. (8) 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'". (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. ANNEXURE A DETAILS OF SUBSTANTIAL HOLDERS This is Annexure "A" of 2 pages referred to in the Form 604 Notice of Change of Interests of Substantial Holder signed by me and dated 28 June 2017 Signed: Name (printed): Peter Tompkins Capacity: Company Secretary DOWNER GROUP COMPANIES: Australia AGIS Group Pty Ltd ASPIC Infrastructure Pty Ltd Dean Adams Consulting Pty Ltd Downer Australia Pty Ltd Downer EDI Associated Investments Pty Ltd Downer EDI Engineering Company Pty Limited Downer EDI Engineering CWH Pty Limited Downer EDI Engineering Electrical Pty Ltd Downer EDI Engineering Group Pty Limited Downer EDI Engineering Holdings Pty Ltd Downer EDI Engineering Power Pty Ltd Downer EDI Engineering Pty Limited Downer EDI Engineering Transmission Pty Ltd (ii) Downer EDI Limited Tax Deferred Employee Share Plan Downer EDI Mining Pty Ltd Downer EDI Mining-Blasting Services Pty Ltd Downer EDI Mining-Minerals Exploration Pty Ltd Downer EDI Rail Pty Ltd Downer EDI Works Pty Ltd Downer Energy Systems Pty Limited Downer Group Finance Pty Limited Downer Holdings Pty Limited Downer Investments Holdings Pty Ltd Downer Mining Regional NSW Pty Ltd Downer PPP Investments Pty Ltd Downer Utilities Australia Pty Ltd Downer Utilities Holdings Australia Pty Ltd Downer Utilities Networks Pty Ltd Downer Utilities New Zealand Pty Ltd Downer Utilities Projects Pty Ltd Downer Utilities SDR Australia Pty Ltd Downer Utilities SDR Pty Ltd Downer Victoria PPP Maintenance Pty Ltd EDI Rail PPP Maintenance Pty Ltd EDICO Pty Ltd Emoleum Partnership Emoleum Road Services Pty Ltd Emoleum Roads Group Pty Ltd Emoleum Services Pty Limited Evans Deakin Industries Pty Ltd Faxgroove Pty. Limited (ii) ITS Pipetech Pty Limited Locomotive Demand Power Pty Ltd Lowan (Management) Pty. Ltd. LNK Group Pty Ltd Maclab Services Pty Limited Mineral Technologies (Holdings) Pty Ltd Mineral Technologies Pty Ltd New South Wales Spray Seal Pty Ltd Otraco International Pty Ltd Otracom Pty Ltd Primary Producers Improvers Pty. Ltd. QCC Resources Pty Ltd Rail Services Victoria Pty Ltd REJV Services Pty Ltd Reussi Pty Ltd (ii) Roche Bros. Superannuation Pty. Ltd. Roche Services Pty Ltd RPC Roads Pty Ltd RPQ Asphalt Pty Ltd RPQ North Coast Pty Ltd RPQ Pty Ltd RPQ Services Pty Ltd RPQ Spray Seal Pty Ltd SACH Infrastructure Pty Ltd Snowden Holdings Pty Ltd Snowden Mining Industry Consultants Pty Ltd Snowden Technologies Pty Ltd Southern Asphalters Pty Ltd Trico Asphalt Pty Ltd VEC Civil Engineering Pty Ltd VEC Plant and Equipment Pty Ltd New Zealand and Pacific A F Downer Memorial Scholarship Trust Hawkins 2017 Limited Hawkins Projects 1 Limited DGL Investments Limited Downer Construction (Fiji) Limited Downer Construction (New Zealand) Limited Downer Construction PNG Limited Downer EDI Engineering PNG Limited Downer EDI Engineering Power Limited Downer EDI Mining NZ Limited Downer EDI Works Vanuatu Limited Downer New Zealand Limited Downer New Zealand Projects 1 Limited Downer New Zealand Projects 2 Limited Downer New Zealand Projects 3 Limited Downer Utilities Alliance New Zealand Limited Downer Utilities New Zealand Limited Downer Utilities PNG Limited Green Vision Recycling Limited ITS Pipetech Pacific (Fiji) Limited Richter Drilling (PNG) Limited Techtel Training & Development Limited Underground Locators Limited Waste Solutions Limited Works Finance (NZ) Limited Africa Downer EDI Mining - Ghana Ltd MD Mineral Technologies SA (Pty) Ltd. MD Mining and Mineral Services (Pty) Ltd (i) Otraco Botswana (Proprietary) Limited Otraco Southern Africa (Pty) Ltd Otraco Tyre Management Namibia (Proprietary) Limited Snowden Mining Industry Consultants (Proprietary) Ltd Snowden Training (Pty) Ltd Asia Chan Lian Construction Pte Ltd Chang Chun Ao Da Technical Consulting Co Ltd Changchun Ao Hua Technical Consulting Co Ltd Downer EDI Engineering Holdings (Thailand) Limited Downer EDI Engineering Thailand Ltd Downer EDI Engineering (S) Pte Ltd Downer EDI Group Insurance Pte Ltd Downer EDI Rail (Hong Kong) Limited Downer EDI Works (Hong Kong) Limited Downer Pte Ltd Downer Singapore Pte Ltd Duffill Watts Pte Ltd Duffill Watts Vietnam Ltd (ii) MD Mineral Technologies Private Limited PT Duffill Watts Indonesia PT Otraco Indonesia Americas DBS Chile SpA Mineral Technologies Comercio de Equipamentos para Processamento de Minerais LTD Mineral Technologies, Inc. Otraco Brasil Gerenciamento de Pneus Ltda Otraco Chile SA Snowden Consultoria do Brasil Limitada Snowden Mining Industry Consultants Inc. United Kingdom Sillars (B. & C.E.) Limited Sillars (TMWD) Limited Sillars Holdings Limited Sillars Road Construction Limited Snowden Mining Industry Consultants Limited Works Infrastructure (Holdings) Limited Works Infrastructure Limited (i) 70% ownership interest. (ii) Entity currently undergoing liquidation End CA:00303263 For:WKS Type:SHINTR Time:2017-06-28 10:45:24