Replacement Bidder’s Statement

Bidder’s Statement
ACCEPT the
Cash Offer
by
Downer EDI Services Pty Ltd
ACN 137 732 042
a wholly-owned subsidiary of
Downer EDI Limited
ACN 003 872 848
to purchase all of your ordinary shares in
Spotless Group Holdings Limited
ACN 154 229 562
For each Spotless Share you will receive
$1.15 Cash
This is an important document and requires your immediate attention.
If you are in doubt as to how to deal with this document you should consult
your financial or other professional adviser.

Offer Information Line
For information regarding your Spotless Shares, the Offer or how to
accept the Offer please read this Bidder’s Statement. If you still need
assistance please contact the Downer Offer Information Line on:
For Australian callers: 1300 048 144
For international callers: +61 3 9415 4662
Key Dates
Original Bidder’s Statement lodged
with ASIC Tuesday, 21 March 2017
First Supplementary Bidder’s Statement
lodged with ASIC Monday, 10 April 2017
Replacement Bidder’s Statement
lodged with ASIC Monday, 10 April 2017
Offer opens (date of Offer) [•]
Offer closes (unless extended) 7:00pm (Sydney time)
[•]
This is a Replacement Bidder’s Statement and is given by Downer EDI
Services Pty Ltd ACN 137 732 042 (Downer Services) to Spotless
Group Holdings Limited ACN 154 229 562 (Spotless) under Part 6.5
of the Corporations Act, as amended by ASIC Class Order [CO 13/528]
and the additional relief described in section 6.6. This Replacement
Bidder’s Statement is dated Monday, 10 April 2017 and replaces
the Bidder’s Statement dated 21 March 2017 and lodged with ASIC
on that date (Original Bidder’s Statement). This Replacement
Bidder’s Statement includes an Offer dated [•] to acquire all of your
Spotless Shares and also sets out certain disclosures required by the
Corporations Act. The Offer made under this Replacement Bidder’s
Statement is on the same terms as the offer set out in the Original
Bidder’s Statement except to the extent approved by ASIC in the relief
described in section 6.6.
A copy of this Replacement Bidder’s Statement was lodged with the
Australian Securities and Investments Commission (ASIC) on Monday,
10 April 2017. ASIC takes no responsibility for the contents of this
Replacement Bidder’s Statement.
A number of defined terms are used in this Replacement Bidder’s
Statement. These terms are defined in section 8. All references to
the Bidder’s Statement in this document are to this Replacement
Bidder’s Statement.
Investment decisions
This Bidder’s Statement does not take into account the investment
objectives, financial situation and particular needs of any person.
Before making any investment decision you should consider whether
it is appropriate in the light of those factors. Accordingly, you may
wish to seek independent financial and taxation advice before
deciding whether to accept the Offer.
Forward looking statements
This Bidder’s Statement contains forward looking statements.
Forward looking statements are not based on historical facts, but
are based on current expectations of future results or events. These
forward looking statements are subject to risks, uncertainties and
assumptions which could cause actual results or events to differ
materially from the expectations described in such forward looking
statements. While Downer EDI Limited ACN 003 872 848 (Downer)
and Downer Services believe that the expectations reflected in
the forward looking statements in this document are reasonable,
no assurance can be given that such expectations will prove to be
correct. Matters as yet not known to Downer or Downer Services or
not currently considered material by Downer or Downer Services, may
cause actual results or events to be materially different from those
expressed, implied or projected in any forward looking statements.
Any forward looking statement contained in this document is qualified
by this cautionary statement.
Information regarding Spotless
The information contained in this Bidder’s Statement on Spotless and
Spotless Shares has been prepared by Downer Services using publicly
available information.
None of that information has been independently verified by
Downer Services. Accordingly, Downer Services does not make any
representation or warranty, express or implied, as to the accuracy or
completeness of such information.
Further information relating to Spotless’ business may be included
in the Target’s Statement, which Spotless must provide to its
shareholders in response to this Bidder’s Statement.
Notice for U.S. shareholders
This Bidder’s Statement does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities in the United States.
The securities described herein have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended
(U.S. Securities Act) or the securities laws of any state or other
jurisdiction of the United States. Accordingly, such securities may not
be offered or sold, directly or indirectly, to any person in the United
States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act
and applicable U.S. state securities laws. This Bidder’s Statement may
not be forwarded, distributed or reproduced in whole or in part in any
jurisdiction where it would be unlawful, including the United States.
The Offer is being made for shares of an Australian company and is
subject to the laws of Australia. It is important for U.S. shareholders
to be aware that the transaction is subject to takeover and disclosure
laws and regulations in Australia that are different from those in the
United States. Certain of the U.S. federal securities laws applicable to
tender offers will not apply to the transaction and you may not have
the same rights or protections applicable to equivalent transactions
conducted in the United States. It may be difficult for you to enforce
Important
Information

your rights and any claim you may have arising under the U.S.
federal securities laws, since Downer and Downer Services are
located in Australia, and some or all of their officers and directors
may be residents of Australia.
Privacy collection statement
Personal information relating to your shareholding in Spotless
will be collected by Downer Services or its agents from Spotless
in accordance with its rights under the Corporations Act. Downer
Services will share this information with its related bodies
corporate, advisers, agents and regulators (such as ASIC and the
Australian Taxation Office) where necessary for the purposes
of the Offer. Downer Services, its related bodies corporate,
advisers and agents will use this information solely for purposes
relating to the Offer. If you would like to access or correct your
personal information held by Downer Services or its agents
or have any other queries about the handling of your personal
information please view Downer’s Privacy Policy available at
www.downergroup.com.
Bidder’s Statement 3

1 Downer EDI Limited
You should read section 7.3 for full details on how to accept the Offer.
CHESS Holding
If your Spotless Shares are held in a CHESS Holding (holder
identification number beginning with ‘X’), to accept you must either:
• instruct your Controlling Participant to accept the Offer on your
behalf; or
• complete, sign and return the enclosed Acceptance Form in
accordance with the instructions on it.
Issuer Sponsored Holding
If your Spotless Shares are held in an Issuer Sponsored Holding
(securityholder reference number beginning with ‘I’). to accept you
must complete, sign and return the enclosed Acceptance Form in
accordance with the instructions on it.
Participants
If you are a Participant (as defined in the ASX Settlement Operating
Rules) (typically, a stockbroker who is a participating organisation
of ASX Settlement), the above does not apply. To accept the Offer
you must initiate acceptance in accordance with the ASX Settlement
Operating Rules.
To be effective, your acceptance must be received by
Downer Services before the Offer closes.
How to
accept the
Offer

Bidder’s Statement 2
Contents
Section Page
Chairman’s Letter 3
Reasons why you should accept Downer Services’ Offer 4
Key questions 7
1. Information on Downer 9
2. Downer Services’ Intentions 11
3. Sources of Cash Consideration 14
4. Information on Spotless and Spotless Shares 17
5. Taxation Considerations 19
6. Other Material Information 21
7. The Offer Terms 25
8. Definitions and Interpretation 33
Annexures
A Underwriting Agreement – Termination Events
B Acquisitions of Spotless Shares during the last four months
(Annexure to Section 6.3)

3 Downer EDI Limited
Dear Spotless Shareholder,
I am pleased to present you with this offer (the Offer) from Downer EDI Services Pty Ltd (Downer Services), a wholly-owned
subsidiary of Downer EDI Limited (Downer), to acquire all of your shares in Spotless Group Holdings Limited (Spotless) for $1.15 cash
per Spotless Share (the Offer Price).
The Offer is a highly attractive one and represents compelling value for Spotless Shareholders. The Offer Price of $1.15 cash for each
Spotless Share represents a premium of:
–59% to the closing price of Spotless Shares on 20 March 2017, being the last trading day before the Announcement Date;
–45% to the VWAP of Spotless Shares since 28 February 2017 (the date on which Spotless released its 1H17 Results); and
–42% to the 1-month VWAP of Spotless Shares up to and including 20 March 2017.
You cannot be certain about the future value of Spotless Shares in the absence of the Offer and/or any other superior proposal.
Importantly, the Offer provides certain cash value to Spotless Shareholders for their Spotless Shares. The Offer is particularly attractive
in the context of Spotless’ recent share price performance, 1H17 Results, relatively high level of debt and recent reduction in dividend.
As at the date of this letter, Downer Services has an interest equivalent to 19.99% in the issued share capital of Spotless, which is
comprised of a 15% shareholding in Spotless and a further economic interest in 4.99% of Spotless Shares pursuant to a total return
cash settled equity swap.
1
Spotless Shareholders who accept the Offer will be paid within one month after the Offer becomes or is declared unconditional and
within 21 days after the end of the Offer Period, whichever is earlier.
Spotless Shareholders will also be entitled to be paid the 1H17 dividend declared by Spotless in its 1H17 Results Announcement
(to be paid on 7 April 2017).
Downer is a leading provider of services to customers in markets including: Transport Services; Technology and Communications
Services; Utilities Services; Engineering, Construction and Maintenance (EC&M); Mining; and Rail. The Downer Group employs
19,000 staff across Australia, New Zealand, the Asia-Pacific region, South America and Southern Africa. Downer is headquartered in
Sydney and is listed on the ASX. The proposed acquisition of Spotless is an important part of Downer’s strategy to expand the scale of
its business and create the largest, diversified, integrated services provider in Australia and New Zealand.
Detailed information in respect of the Offer is set out in this Bidder’s Statement, which you should read in its entirety. To accept the
Offer, please follow the instructions in this Bidder’s Statement and on the accompanying Acceptance Form. The Offer is open for you to
accept until 7:00pm (Sydney time) on
[•], unless extended in accordance with the Corporations Act.
I encourage you to accept the Offer.
If you have any questions in relation to the Offer, or how to accept it, please contact the Offer Information Line on 1300 048 144
(from within Australia) or +61 3 9415 4662 (from outside Australia).
Yours sincerely,
Michael Harding
Chairman
Downer EDI Limited
Chairman’s Letter
21 March 2017
1 For further information, see section 6.2.

Bidder’s Statement 4
1. The Offer Price represents a substantial
premium to trading levels prior to the
Announcement Date and compelling value
for your Spotless Shares
The Offer Price of $1.15 cash per Spotless Share represents
compelling value for Spotless Shareholders and a substantial
premium to trading levels prior to the announcement of the Offer
on 21 March 2017 (Announcement Date).
The Offer Price represents an attractive premium of:
–59% to the closing price of Spotless Shares on
20 March 2017, being the last trading day before
the Announcement Date;
–45% to the Volume Weighted Average Price (VWAP) of
Spotless Shares since 28 February 2017
2
(the date on which
Spotless released its 1H17 Results); and
–42% to the 1-month VWAP of Spotless Shares up to and
including 20 March 2017.
3
$ / share
Closing price on
20 March 2017
* For the period up to and including 20 March 2017.
VWAP since
28 February 2017*
1-month VWAP*Oer Price
0.40
0.50
0.60
0.70
0.80
0.90
1.00
1.10
1.20
59%45%42%
$0.791$0.725$0.810$1.150
2. The Offer is materially higher than the range
of broker 12 month price targets for Spotless
prior to the Announcement Date
Prior to the Announcement Date, brokers were forecasting,
on average, a 12-month price target for Spotless of $0.74 per
Spotless Share, with a range of $0.63 to $0.84.
4
This means that
the analysts’ best estimate of the price target for Spotless Shares
in 12-months’ time was, on average, $0.74.
The Offer is for $1.15 cash per Spotless Share, which is
$0.41 per share, or 55%, above the average broker price target
and $0.52 per share, or 83%, above the lowest broker price target
of $0.63 per Spotless Share and $0.31 per share, or 37%, above
the highest broker price target of $0.84 per Spotless Share.
0.40
0.50
0.60
0.70
0.80
0.90
1.00
1.10
1.20
$ / share
Average broker
price target*
Broker price
target* (low)
Broker price
target* (high)
Oer Price
55%83%37%
$0.63$0.74$0.84$1.15
* Prior to the Announcement Date.
3. Spotless reported 1H17 results that were
materially worse than the prior corresponding
period across a number of key financial metrics
On 28 February 2017, Spotless released its results for the six
months to 31 December 2016 (1H17) (1H17 Results).
Across a number of key financial metrics, Spotless’ financial
performance disclosed in the 1H17 Results and the 1H17 Investor
Presentation was materially lower than the prior corresponding
period (the six months to 31 December 2015 (1H16)), including:
–revenue of $1,455 million, 9.4% below $1,606 million in 1H16;
–EBITDA (excluding exceptional items) of $121 million, 11.8%
below $137 million in 1H16;
–EBITA (excluding exceptional items) of $74 million, 23.6%
below $96 million in 1H16;
–Net Profit After Tax (N PAT) (excluding exceptional items) of
$33 million, 31.4% below $48 million in 1H16; and
–net debt of $848 million, $58 million above net debt at 30
June 2016 of $790 million and $46 million above net debt at
31 December 2015 of $802 million.
As stated in Spotless’ 1H17 Results Announcement, Spotless’
financial performance was impacted by:
–revenue decline due to a number of contract losses;
–increased depreciation from investment in prior years;
–costs associated with investment in business development,
marketing and innovation; and
Reasons why you should accept
Downer Services’ Offer
2 VWAP is calculated based on cumulative value traded on ASX and CHI-X divided by cumulative volume traded on ASX and CHI-X. VWAP calculated from
28 February 2017 – 20 March 2017 (inclusive). Source: IRESS.
3 VWAP is calculated based on cumulative value traded on ASX and CHI-X divided by cumulative volume traded on ASX and CHI-X. VWAP calculated from
21 February 2017 – 20 March 2017 (inclusive). Source: IRESS.
4 Five broker price targets have been used to determine the 12 month broker price target range and average. The date range of the broker price targets used in determining the
range and average was 28 February 2017 to 1 March 2017. These brokers were selected on the basis of all broker research reports publicly available to Downer that were released
since the announcement of Spotless’ 1H2017 results on 28 February 2017 and prior to the Announcement Date. Downer notes that according to Bloomberg, there were two
other broker price targets available for Spotless that had been released since 28 February 2017 (Downer did not have access to the research reports for these brokers as at the
Announcement Date). Inclusion of these additional two price targets results in an average broker price target of $0.76 and no change to the $0.63 to $0.84 range of broker price
targets. Source: Broker research reports, Bloomberg.
5 Based on Spotless’ share price performance from close of trading on 27 February 2017 (the last trading day prior to the announcement of Spotless’ 1H17 results) to close of
trading on 20 March 2017 (the last trading day prior to announcement of the Offer).

5 Downer EDI Limited
–ongoing restructure of the business and ‘strategy reset’.
Since the release of the 1H17 Results, Spotless’ share price has
declined 23.7%.
5
4. Spotless has significantly reduced its recent
dividend and has reset its dividend policy
In its 1H17 Results Announcement, Spotless stated it had reset
its dividend payout ratio to 40% to 60% of Adjusted NPAT
6

(from a previous payout ratio of 65% to 75% of Adjusted NPAT).
In accordance with the reset dividend policy, and as disclosed in
the 1H17 Results Announcement, Spotless stated that its 1H17
dividend per share would be 1.35 cents, being 61.4% lower than
the 3.5 cents per share dividend announced in 1H16. The 1H17
dividend represents a payout ratio of 40% (the bottom end of the
revised range).
As stated by Spotless in its 1H17 Results Announcement, the
resetting of Spotless’ dividend policy was in part due to its
level of net debt as at 31 December 2016 which represented a
net leverage ratio of 2.7x.
7
The resetting of Spotless’ dividend
policy was consistent with its “near term priority of reducing
gearing and strengthening our balance sheet.”
8
Spotless also
stated it was “targeting a reduction of net leverage to ~2.5x
by June 2018.”
9

5. Spotless’ FY17 NPAT guidance range implies
a 31% to 39% decline from its FY16 NPAT and is
also dependent upon a substantial increase in
NPAT from 1H17 to 2H17
In Spotless’ 1H17 Results Announcement, Spotless stated that
subject to economic conditions FY17 NPAT (pre-exceptional
items) was expected to be between $80-90 million. This implies
a 31% to 39% decline from FY16 NPAT (at the high to low end of
the guidance range respectively).
As noted in Spotless’ 1H17 Results Announcement, this reflects:
–business development returns being slower than expected;
–benefits of business development to date offset by weaker
business performance in the Business and Industry,
Construction and Resources sectors; and
–increases in depreciation and investment in
business development.
In its 1H17 Results Announcement, Spotless reported 1H17 NPAT
(pre-exceptional items) of $33 million. This implies that, in order
to achieve its FY17 guidance range of NPAT (pre-exceptional
items) of $80-90 million, NPAT (pre-exceptional items) in 2H17
would need to be $47-57 million.
6. Spotless’ share price has underperformed
the ASX200 index in the 24 months prior to the
Announcement Date
Spotless’ share price has fallen 67.9% from $2.26 (the closing
price on 20 March 2015) to $0.725, the closing price on 20
March 2017, being the last trading day before the Announcement
Date. By contrast, over the same period the ASX200 Index
has fallen 3.3%.
10
20 March
2015
20 September
2015
20 September
2016
20 March
2016
20 March
2017
Spotless share priceASX200 Index (rebased to Spotless)
ASX200 fall
(3.3)%
Spotless fall
(67.9)%
0.00
0.50
1.00
1.50
2.00
2.50
3.00
Source: IRESS
7. The Offer is an all cash offer with
a certain value
The Offer provides Spotless Shareholders with an opportunity
to realise certain cash value for their Spotless Shares, with
no transaction costs and no exposure to the potential risks
associated with a continuing investment in Spotless.
If you accept the Offer and the Offer becomes
unconditional, you will:
–be paid $1.15 for each of your Spotless Shares;
–not incur any brokerage fees; and
–receive your cash consideration by the earlier of:
–21 days after the end of the Offer Period; and
–within one month after the date the Offer becomes, or is
declared, unconditional.
Reasons why you should accept Downer Services’ Offer (continued)
6 Adjusted NPAT as defined by Spotless in its 1H17 Investor Presentation to exclude exceptional items including goodwill impairment, other intangible asset write-downs,
PP&E write-downs, other asset write-downs, onerous contracts provision and other provisions and accrual.
7 Net leverage ratio is defined by Spotless in the 1H17 Results as net debt/EBITDA and excluding exceptional items.
8 As stated in Spotless’ 1H17 Results Announcement.
9 As stated in Spotless’ 1H17 Investor Presentation.
10 Source: IRESS.

Bidder’s Statement 6
8. Accepting the Offer removes your exposure
to the risks associated with a continued
investment in Spotless
Downer Services believes that the Offer represents compelling
value for your Spotless Shares.
As a Spotless Shareholder, you are subject to a number of risks
that may affect the market price of Spotless Shares, including,
but not limited to:
–the uncertain future market price of Spotless Shares, in the
absence of the Offer and/or any other superior proposal;
–the outcome of the Class Action which, although Spotless
has stated it strongly denies the allegations and will
vigorously defend them, is uncertain and may have financial
consequences for Spotless; and
–the possibility that Spotless’ stated near term priorities to
reduce gearing and strengthen its balance sheet will not
be achieved or may take longer to achieve in which event
Spotless’ dividend policy may need to be further reset to
reduce dividends.
Accepting the Offer removes your exposure to these
risks assuming the Defeating Conditions have been
satisfied or waived.
9. Spotless’ Share Price may fall if the Offer
is not successful and no alternative superior
proposal emerges
In the month prior to the Announcement Date, the VWAP of
Spotless Shares was $0.810 per Spotless Share.
11
Since the
announcement of Spotless’ 1H17 Results, the VWAP of Spotless
Shares (up to the last trading day before the Announcement
Date) was $0.791 per Spotless Share.
12
Since the announcement of the Offer on 21 March 2017, Spotless
Shares have traded in the range of $1.025 to $1.110 per share.
13

The last recorded price of a Spotless Share prior to the date of
this Bidder’s Statement (being close of trade on 7 April 2017) is
$1.085 per share.
Although many factors affect the price of any given quoted
security, if the Offer does not proceed and no alternative superior
proposal emerges, the Spotless share price is likely to trade at
a substantial discount to the Offer Price.
Reasons why you should accept Downer Services’ Offer (continued)
11 VWAP is calculated based on cumulative value traded on ASX and CHI-X divided by cumulative volume traded on ASX and CHI-X. VWAP calculated from 21 February 2017 –
20 March 2017 (inclusive). Source: IRESS.
12 VWAP is calculated based on cumulative value traded on ASX and CHI-X divided by cumulative volume traded on ASX and CHI-X. VWAP calculated from 28 February 2017 –
20 March 2017 (inclusive). Source: IRESS.
13 Between 21 March 2017 and 7 April 2017 (inclusive).

7 Downer EDI Limited
This section answers some key questions that you may have
about the Offer and should only be read in conjunction with
the entire Bidder’s Statement. The terms of the Offer are
contained in section 7.
1. What is the Offer?
Downer Services, a wholly-owned subsidiary of Downer, is
offering to buy your Spotless Shares by way of an off-market
takeover offer for $1.15 cash per Spotless Share on the terms
and conditions set out in section 7.
2. Who is making the Offer?
Downer Services, a wholly owned subsidiary of Downer,
is making the Offer.
Downer is a public company incorporated in Australia which
is listed on ASX (ASX Code: DOW) with a secondary listing as
an overseas listed issuer on NZX. Downer operates primarily in
Australia and New Zealand and provides a range of outsourced
services to public and private sector customers in industries
including transport, rail, technology and communications,
utilities, engineering construction and maintenance and mining.
The market capitalisation of Downer as at the date of this
Bidder’s Statement is approximately A$3,046 million.
3. What is the Bidder’s Statement?
This Bidder’s Statement sets out the terms of the Offer and
information relating to the Offer, including the consideration
you will receive.
4. What are the conditions to the Offer?
The conditions of the Offer are set out in section 7.11. The
conditions are summarised as follows:
–a 90% minimum acceptance condition;
–all necessary Approvals required by law or Public Authority
(including OIO consent) and no action by any Public
Authorities which may adversely affect the Offer;
–no change of control triggers are exercised in respect of the
Spotless Debt Facilities;
–no termination of the Underwriting Agreement;
–no Spotless profit downgrade;
–no material acquisitions, disposals or significant events; and
–no Prescribed Occurrence in relation to Spotless.
5. What interest does Downer Services have in
Spotless Shares?
As at the date of this Bidder’s Statement, Downer Services has
an interest equivalent to 19.99% in the issued share capital of
Spotless, which is comprised of a relevant interest in 15% of the
total number of Spotless Shares and an economic interest of
4.99% in Spotless Shares pursuant to a cash settled equity swap
referenced over 54,804,679 Spotless Shares.
6. What choices do I have?
As a Spotless Shareholder, you have the following choices:
(a) accept the Offer for all your Spotless Shares and receive
cash consideration (see question 7 below);
(b) sell your Spotless Shares on-market (unless you have
previously accepted the Offer) (see question 13 below); or
(c) do nothing (see question 9 below).
7. How do I accept the Offer?
To accept the Offer you must follow the instructions set out
in section 7.3, as well as the instructions on the Acceptance
Form. Your acceptance must be received before the end of
the Offer Period.
8. Can I accept the Offer for part of my holding?
No, you can only accept the Offer for all of your holding
of Spotless Shares. Your acceptance will be treated as
being for all your Spotless Shares plus any additional
Spotless Shares registered as held by you at the date your
acceptance is processed.
9. What happens if I do not accept the Offer?
Subject to what is stated below, you will remain the holder of
your Spotless Shares if you do not accept the Offer.
If Downer Services becomes entitled to do so, Downer Services
intends to proceed to compulsorily acquire your Spotless
Shares (see section 2.2 for further details). In that event, you
will receive consideration for your Spotless Shares sooner if
you accept the Offer rather than have your Spotless Shares
compulsorily acquired.
10. When does the Offer close?
The Offer is currently scheduled to close at 7:00pm (Sydney
time) on [•], unless extended or withdrawn in accordance with
the Corporations Act.
11. If I accept the Offer, when will I be paid?
If you accept this Offer, Downer Services will pay you for your
Spotless Shares to which Downer Services acquires good title on
or before the earlier of:
(a) the day one month after you accept this Offer or, if this Offer
is subject to a Defeating Condition when accepted, one
month after the contract resulting from your acceptance
becomes unconditional; and
(b) the day 21 days after the end of the Offer Period, provided
that the Offer has become or is declared unconditional.
Full details of when you will be paid are set out in section 7.17.
Key questions

Bidder’s Statement 8
12. Can I withdraw my acceptance?
You can withdraw an acceptance at any time before the
Defeating Conditions have been satisfied or waived by Downer
Services. Section 6.11 provides information about how to
withdraw acceptances.
13. Can I sell on-market?
Yes, but you may incur brokerage and other transaction
costs if you do.
However, if you accept the Offer, you agree not to sell your
Spotless Shares to anyone else and you will not be able to
sell your Spotless Shares on market, except where you have
withdrawn your acceptance in accordance with section 6.11.
14. Will I need to pay brokerage or stamp duty if
I accept the Offer?
You will not pay any stamp duty on accepting the Offer.
If your Spotless Shares are registered in an Issuer Sponsored
Holding in your name and you deliver them directly to Downer
Services, you will not incur any brokerage connected with you
accepting the Offer.
If your Spotless Shares are in a CHESS Holding or you hold your
Spotless Shares through a bank, custodian or other nominee,
you should ask your Controlling Participant (usually, your Broker)
or the bank, custodian or other nominee whether it will charge
any transaction fees or service charges connected with you
accepting the Offer.
15. What are the tax consequences if I
accept the Offer?
A general outline of the Australian tax consequences of
disposing of your shares pursuant to accepting the Offer is set
out in section 5. As the information in that section is general in
nature, you should seek your own professional tax advice on the
tax implications of accepting the Offer.
16. What happens if the conditions of the Offer
are not satisfied or waived?
If the conditions of the Offer are not satisfied or waived before
the Offer closes, the Offer will lapse and, in this case, Spotless
Shares accepted into the Offer will be returned. Downer will
make an announcement to ASX if the conditions of the Offer are
satisfied or waived during the Offer Period.
17. What if I require further information?
If you have any queries about this document, the Offer or
how to accept the Offer, please contact the Downer Offer
Information Line on:
For Australian callers: 1300 048 144
For international callers: +61 3 9415 4662
Key questions (continued)

9 Downer EDI Limited
1.1 Downer Services
The Offer is being made by Downer Services, a wholly-
owned subsidiary of Downer. Downer Services is a company
incorporated on 17 June 2009 and registered in Victoria.
As at the date of this Bidder’s Statement, the Directors of
Downer Services are:
(a) Peter Tompkins – Group General Counsel and Company
Secretary of Downer;
(b) Michael Ferguson – Chief Financial Officer of Downer; and
(c) Peter Lyons – Company Secretary of Downer.
1.2 Overview of Downer
Downer is a public company incorporated in Australia which
is listed on ASX (ASX Code: DOW) with a secondary listing as
an overseas listed issuer on NZX. The market capitalisation of
Downer as at the date of this Bidder’s Statement is approximately
A$3,046 million.
Downer operates primarily in Australia and New Zealand
and provides a range of outsourced services to public and
private sector customers in industries including transport,
rail, technology and communications, utilities, engineering
construction and maintenance (EC&M) and mining.
1.3 Principal activities of Downer
Downer’s operations cover the following service lines:
(a) Transport services – this comprises Downer’s road,
rail infrastructure, bridge, airport and port businesses
and provides a broad range of transport infrastructure
services including: earthworks; civil construction; asset
management; maintenance; surfacing and stabilisation;
supply of bituminous products and logistics; open space
and facilities management; and rail track signalling and
electrification works;
(b) Rail – Downer provides total rail asset solutions including
passenger and freight build, operations and maintenance,
component overhauls and after-market services;
(c) Mining – Downer provides services across all stages of
the mining lifecycle including: asset management; blasting
services, explosive supply; civil projects; crushing; exploration
drilling; mine closure and mine site rehabilitation; mobile plant
maintenance; open cut mining; training and development for
ATSI employees; tyre management; and underground mining;
(d) Utilities services – Downer provides complete lifecycle
solutions to customers in the power, gas, water and
renewable energy sectors including: planning, designing,
constructing, operating, maintaining, managing and
decommissioning power and gas network assets; providing
complete water lifecycle solutions for municipal and
industrial water users; and design, build and maintenance
services for wind farms and wind turbine sites, solar
farms, landfill methane generation plants, sugar cane
waste fired cogeneration plants, and other biomass fired
cogeneration plants;
(e) EC&M – Downer provides design, engineering, construction
and maintenance services for greenfield and brownfield
projects across a range of sectors and all stages of the
project lifecycle including: feasibility studies; engineering
design; civil works; structural, mechanical and piping;
electrical and instrumentation; mineral process equipment
design and manufacture; commissioning; operations
maintenance; shutdowns, turnarounds and outages; strategic
asset management; and decommissioning; and
1. Information on Downer
Overview of Downer

Bidder’s Statement 10
(f) Technology and communications services – Downer
provides an end-to-end infrastructure service offering
comprising feasibility, design, civil construction, network
construction, commissioning, testing, operations and
maintenance across fibre, copper and radio networks as well
as data centre services, automated ticketing and intelligent
transport technology systems.
1.4 Directors and senior management
of Downer
As at the date of this Bidder’s Statement, the Directors of
Downer are:
(a) Michael Harding – Chairman, Independent
Non-Executive Director;
(b) Grant Fenn – Managing Director and Chief Executive Officer;
(c) Annabelle Chaplain – Independent Non-Executive Director;
(d) Philip Garling – Independent Non-Executive Director;
(e) Eve Howell – Independent Non-Executive Director;
(f) Grant Thorne – Independent Non-Executive Director; and
(g) Teresa Handicott – Independent Non-Executive Director.
As at the date of this Bidder’s Statement, the senior management
team of Downer are:
(a) Michael Ferguson – Chief Financial Officer;
(b) Brendan Petersen – Chief Executive Officer, Engineering,
Construction and Maintenance;
(c) Sergio Cinerari – Chief Executive Officer,
Infrastructure Services;
(d) David Overall – Chief Executive Officer, Mining;
(e) Michael Miller – Chief Executive Officer, Rail;
(f) Steve Killeen – Acting Chief Executive Officer, New Zealand;
(g) Peter Tompkins – Group General Counsel &
Company Secretary;
(h) David Cattell – Group Head of Strategy, Growth
and Innovation;
(i) Michael Sharp – Group Head of Corporate Affairs and
Investor Relations;
(j) Julie Wills – Group Head of Zero Harm; and
(k) Steve Schofield – Group Head of Human Resources.
It is the intention of Downer that the current Board
and senior management remain unchanged following
completion of the Offer.
1.5 Entitlement Offer
As set out in further detail in section 3.2(b) below, on 21 March
2017, Downer announced an Entitlement Offer to raise
approximately $1,011 million for the purposes of contributing to
the payment of consideration for Spotless Shares by Downer
Services under the Offer.
1.6 Publicly available information
about Downer
Downer maintains a website (www.downergroup.com) from
which its Annual Reports, ASX Announcements and financial
statements in respect of previous reporting periods and many of
its other publications can be downloaded in their entirety.
1. Information on Downer (continued)

11 Downer EDI Limited
2 .1 Overview
This section 2 sets out Downer Services’ intentions in relation to:
–the continuation of the business of Spotless;
–any major changes to the business of Spotless and any
redeployment of the fixed assets of Spotless;
–changes to the Board of Spotless; and
–the future employment of the present employees of Spotless.
Downer Services is a wholly-owned subsidiary of Downer.
The intentions, views, understanding and beliefs of Downer
Services as set out in this section 2 are the same as those of
Downer and both are collectively referred to as the intentions of
Downer Services in this section 2.
These intentions are based on publicly available information
concerning Spotless, its business and the general business
environment that is known to Downer Services at the time of
preparation of this Bidder’s Statement.
As at the date of this Bidder’s Statement no due diligence has
been conducted on Spotless’ non-public confidential information.
Therefore Downer Services does not currently have full
knowledge of all material information, facts and circumstances
that are necessary to assess the operational, commercial, tax,
regulatory and financial implications of its current intentions.
Final decisions regarding these matters will only be made
by Downer Services once it has access to Spotless’ internal
confidential information and in light of the circumstances at the
relevant time.
Accordingly, the statements set out in this section 2 are
statements of current intention only, which may change as
new information becomes available to Downer Services and as
circumstances change.
2.2 Intentions upon acquisition of 90% or more
of all Spotless Shares
This section sets out Downer Services’ current intentions if
Downer Services acquires a relevant interest in 90% or more of
the Spotless Shares and it is entitled to proceed to compulsory
acquisition of the remaining Spotless Shares under the
Corporations Act.
(a) Corporate matters
It is intended that Downer Services would:
(i) proceed with compulsory acquisition of the outstanding
Spotless Shares (including any Spotless Shares which
come into existence within the period of six weeks after
Downer Services gives the compulsory acquisition
notice due to conversion or exercise of LTI Awards) in
accordance with the provisions of Chapter 6A of the
Corporations Act;
(ii) arrange for Spotless to be removed from the official
list of the ASX;
(iii) replace the Spotless Board with Downer
Services nominees; and
(iv) proceed to compulsory acquisition of the Spotless LTI
Awards which have not been converted or exercised and
that have not lapsed.
(b) Spotless’ business and assets
Spotless’ business does not materially overlap with Downer’s
business and Downer and Spotless are not material competitors.
Notwithstanding this, Downer expects a combination of the
Downer and Spotless businesses to deliver pre-tax cost
synergies of approximately $20-40 million per annum over
time. These synergies are expected to be generated by
integrating board and head office teams, integrating reporting
systems, reducing listing, statutory and regulatory costs and
achieving costs savings under the insurance platforms of
both groups. Downer Services has no current intention to
change the business of Spotless, nor to redeploy any of the
Spotless fixed assets.
If Downer Services acquires all of the Spotless Shares, Downer
Services intends to conduct a broad-based general review of
Spotless’ corporate structure, assets, businesses, employees
and operations. This review will focus on ensuring that Spotless’
business and assets operate efficiently and competitively with
a view to increasing customer service and levels of customer
satisfaction. The review will include Spotless’ internal confidential
information to which Downer has not had access and is expected
to take at least three months.
The outcome of this general review may result in changes to
the structure of the operating businesses, including changes to
the way the businesses are managed or operated, changes to
the number of employees and their functions required in each
operating business and the possible divestment of certain assets
or businesses. Downer Services does not have any specific
intentions in relation to this review or its outcomes. The review
is expected to result in the creation of a new service line, being
a separate division for external reporting and management
purposes (for details of Downer’s existing service lines see
section 1.3 above).
(c) Future employment of employees
Recognising that Downer and Spotless’ businesses do not
materially overlap, subject to the broad-based general review
discussed above and the matters referred to below, Downer
generally intends to retain the services of Spotless’ current
employees in the ordinary course.
However, there may be cases where particular roles may no
longer be required because of duplication with Downer’s
existing employees, such as head office, senior executive
and administrative functions. Therefore it is likely that certain
positions may become redundant, including before the review
is completed. Where appropriate having regard to the position
held by the relevant employee, Downer will attempt to identify
opportunities for alternative employment within the Downer
2. Downer Services’ Intentions

Bidder’s Statement 12
Group. Employees who are to be made redundant will receive all
entitlements in compliance with applicable legislative awards or
contractual requirements and they will be paid any redundancy
amounts in accordance with their legal entitlements.
2.3 Intentions upon acquisition of less than 90%
of all Spotless Shares
This section sets out Downer Services’ present intentions if
Downer Services acquires less than 90% of all Spotless Shares
(in instances where the minimum acceptance Defeating
Condition is waived by Downer Services and the other
Defeating Conditions are either waived or satisfied).
The intentions in this section will be subject to:
(i) the outcome of the Offer and the size of Downer Services’
shareholding at that time;
(ii) compliance with applicable Corporations Act requirements
and the ASX Listing Rules, in particular in relation to related
party transactions and conflicts of interests;
(iii) the legal obligation of the directors of Spotless (including
Downer Services’ nominees on the Spotless Board) to act
for proper purposes and in the best interests of Spotless
Shareholders as a whole; and
(iv) the outcome of the review described in section 2.2(b).
Subject to such limitations, Downer Services’ intentions in
relation to the acquisition of less than 90% of all Spotless
Shares include:
(a) Corporate matters
(i) subject to the Corporations Act and Spotless’ constitution,
seeking to appoint a number of nominees to the Spotless
Board such that the proportion which Downer Services’
nominees represent of the total number of directors on
the Spotless Board equals or exceeds Downer Services’
proportionate ownership interest in Spotless. In this scenario,
where Downer Services acquires greater than 50% of all
Spotless Shares, it will seek to appoint a majority of Downer
Services’ nominees to the Spotless Board and may, in its
discretion, seek to retain one or more of the existing directors
of Spotless on the Spotless Board. Downer Services has
not made any decision as to who would be nominated for
appointment to the Spotless Board in this case but expects
such nominees will be persons with appropriate experience,
qualifications and skills for Spotless’ business and to
implement Downer’s intentions for Spotless;
(ii) seeking to engage with the Spotless Board with a view to
reaching agreement to undertake a broad-based general
review of Spotless’ corporate structure as discussed
in section 2.2(b) and to implement any operational
efficiencies and enhancements that may be identified in
the review process. This may include the appointment of
senior managers who have an understanding of Downer’s
management systems and to streamline functions which may
be duplicated within Downer and Spotless;
(iii) seeking to capitalise on any opportunities for Downer and
Spotless to co-operate in expanding their respective revenue
generating opportunities; and
(iv) seeking to have Spotless removed from the official list of ASX
in the circumstances set out below if applicable.
ASX guidance indicates that ASX would likely approve an
application for Spotless to be removed from the official
list of ASX without the need for shareholder approval if
an application is made within a month of the end of the
Offer Period and if:
(A) at the end of the Offer, the Downer Group owns or
controls at least 75% of the Spotless Shares and the Offer
remained open for at least two weeks after the Downer
Group attained ownership or control of at least 75% of the
Spotless Shares; and
(B) the number of Spotless Shareholders (other than the
Downer Group) having holdings with a value of at least
$500 is fewer than 150.
In addition, ASX guidance indicates that ASX would likely
approve an application for Spotless to be removed from
the official list of ASX with shareholder approval and,
where such removal is sought later than 12 months after
the close of the Offer, Downer Services would be entitled
to vote on the resolution approving the removal.
(b) Dividend Policy and Capital Management Policy
Downer Services will seek to include in the general review that
is referred to in section 2.3(a)(i) a review of Spotless’ dividend
policy and capital management policy to determine whether
these are adequate, sustainable, or appropriate for Spotless,
having regard to current and future earnings, debt levels,
bonding requirements, capital and other commitments.
If a conclusion of the review is that Spotless should adopt a more
conservative capital management policy and reduce leverage
or, independently of the review, the Spotless Board comes to
the conclusion that a more conservative capital management
policy is justified, this may lead to a number of outcomes
including the need for Spotless to raise additional equity,
including from its shareholders, or to reduce its dividends, or a
combination of both.
Subject to the outcome of such review and Spotless’ trading
performance at the time, Downer Services expects that it
would support any capital raising for the purpose of reducing
Spotless’ debt, on at least a pro rata basis to its shareholding in
Spotless at the time.
(c) Spotless Debt Financing
(i) Background
Downer Services does not have access to the full terms of
Spotless’ debt financing arrangements. However, Downer
Services expects that the Offer may give rise to certain
change of control or review events within Spotless’ debt
funding arrangements (the Spotless Debt Facilities). In
2. Downer Services’ Intentions (continued)

13 Downer EDI Limited
particular, according to the Spotless Prospectus, a change of
control, a delisting or a suspension from trading on the ASX
of 10 consecutive business days gives rise to a review event
under the Spotless Debt Facilities.
According to Spotless’ 1H17 Results, Spotless had committed
debt facilities of $1,057.4 million, of which $887.4 million were
drawn as at 31 December 2016.
While Spotless has indicated in the 2016 Annual Report
that the terms of its debt facilities were renegotiated on
more favourable terms, Downer Services anticipates that
the change of control or review event clauses which were
described in the Spotless Prospectus may still be in place
which, if triggered, can cause the facilities to become
repayable in the circumstances where Downer has control of
Spotless (for example, by holding more than 50% of Spotless
Shares) when there remain minority shareholders.
(ii) Target Debt Standby Bridge Commitment
In light of the above, Downer Group Finance Pty Ltd (Downer
Finance) has entered into a binding commitment letter on
21 March 2017 with BNP Paribas, Sydney Branch, Mizuho
Bank, Ltd., Sydney Branch and UBS AG, Australia Branch
(each a mandated lead arranger, underwriter and bookrunner
(MLAUB)) for an A$1.1 billion bridge loan (Target Debt
Standby Bridge Commitment). The Target Debt Standby
Bridge Commitment will be available to Spotless and certain
of its subsidiaries to refinance the Spotless Debt Facilities
and for working capital purposes in the ordinary course of
business of Spotless, in a situation where Downer Services
has acquired a relevant interest in more than 50% but less
than 100% of the Spotless Shares (Spotless Change of
Control). The Target Debt Standby Bridge Commitment will
only be available on the terms and subject to the conditions
of the Target Debt Standby Bridge Commitment to refinance:
–facility limits or commitments of the Spotless Debt
Facilities which are required to be repaid or are cancelled
as a consequence of a Spotless Change of Control; or
–the Spotless Debt Facilities which expire and are not able
to be extended or replaced during the period in which
Downer Services has a relevant interest in more than
50% and less than 100% of the Spotless Shares.
Any Facility Agreement (a Target Replacement Facility
Agreement) entered into pursuant to the Target Debt
Standby Bridge Commitment will be under the Spotless
credit platform and will be non-recourse to Downer and
the Downer Group. It will be a decision of the Spotless
Board as to whether to utilise the Target Debt Standby
Bridge Commitment.
If Downer Services acquires all the Spotless Shares (at
the Wholly Owned Date), it will endeavour to amend the
Spotless Debt Facilities and any Target Replacement Facility
Agreement to conform to the Downer credit platform. In
order to effect this after the Wholly Owned Date, the Target
Debt Standby Bridge Commitment includes an agreement
by the MLAUBs to restate any Target Replacement Facility
Agreement on the Downer credit platform and to refinance
the remaining Spotless Debt Facilities up to a combined limit
of up to $1.1 billion onto the Downer credit platform.
The Target Debt Standby Bridge Commitment is separate
to the funding arrangements to fund the cash consideration
under the Offer as discussed in section 3.
(d) Further acquisition of Spotless securities
Downer Services may, at some later time, acquire further
Spotless securities in a manner consistent with the
Corporations Act.
(e) Compulsory acquisition at a later time
If Downer Services becomes entitled at some later time to
exercise general compulsory acquisition rights under the
Corporations Act in respect of Spotless securities, it may
exercise those rights.
2.4 Other intentions
Subject to the above it is the present intention of Downer
Services, on the basis of the information concerning Spotless
which is known to it and the existing circumstances affecting the
business of Spotless, that:
(a) the business of Spotless will otherwise be continued
in substantially the same manner as it is presently
being conducted;
(b) no other major changes will be made to the business of
Spotless and there will not be any other redeployment of the
fixed assets of Spotless; and
(c) the present employees of Spotless will otherwise continue to
be employed by Spotless.
2. Downer Services’ Intentions (continued)

Bidder’s Statement 14
3.1 Consideration under the Offer
The consideration for the acquisition of the Spotless Shares
to which the Offer relates will be satisfied by the payment by
Downer Services of cash (in Australian dollars).
The consideration offered for each of your Spotless Shares is
$1.15, subject to section 7.17(d).
The maximum cash amount which may be required by Downer
Services to settle acceptances under the Offer is $1,089.2 million
(Maximum Cash Consideration).
The Maximum Cash Consideration has been
calculated on the basis:
(a) of acceptances being received in respect of 933,546,652
Spotless Shares, being all Spotless Shares not owned
or controlled by the Downer Group as at the date of this
Bidder’s Statement; and
(b) that 13,601,476 Spotless Shares are issued as a result of all
LTI Awards vesting (if applicable) and being exercised or
converted during the Offer Period.
Upon the occurrence of a “Corporate Control Event” (which
includes an offer being made for Spotless Shares pursuant to a
takeover bid under Chapter 6 of the Corporations Act), the LTI
Awards automatically vest on a pro rata basis. Those LTI Awards
that do not automatically vest on a pro rata basis may vest
subject to the discretion of the Spotless LTI plan committee.
Anticipated costs and expenses to be incurred by
Downer in connection with the Offer are expected to be
approximately $15 million.
3.2 Source of funds
Downer Services’ acquisition of the Spotless Shares under the
Offer will be funded through a combination of:
–an unsecured senior syndicated term loan bridge facility
to be provided by certain of Downer’s existing financiers
(New Loan Facility) as described further in section
3.2(a) below; and
–proceeds of an accelerated pro rata entitlement offer of
shares in Downer (Downer Shares) with retail rights trading
to raise approximately $1,011 million (the Entitlement Offer).
The Entitlement Offer will be fully underwritten (as to the
amount of cash proceeds to be raised) by UBS AG, Australia
Branch (the Underwriter) pursuant to the terms and
conditions of an Underwriting Agreement dated 21 March
2017 (the Underwriting Agreement).
(a) New Loan Facility
(i) Commitment Letter
For the purposes of the New Loan Facility, a related
entity of Downer Services, Downer Finance, has entered
into a binding commitment letter on 20 March 2017
(Commitment Letter) with the MLAUBs.
Under the Commitment Letter, the MLAUBs have agreed
to arrange, underwrite and provide the New Loan Facility
pursuant to the terms of the existing common terms
deed poll (including guarantee) by, amongst others,
Downer Services and Downer Finance (Common Terms
Deed Poll) to be utilised for the purpose of providing
consideration which, together with the proceeds raised
under the Entitlement Offer, will be sufficient to cover the
Maximum Cash Consideration under the Offer and any
expenses incurred by Downer Services associated with
the Offer, as set out in section 3.1.
(ii) Availability of New Loan Facility
Provided that the matters set out in paragraph (a)(iii)
below are satisfied, funds under the New Loan Facility will
be made available to Downer Finance by the MLAUBs for
drawdown from 3 April 2017 (being the date of the New
Loan Facility) up to the earlier of:
–29 September 2017;
–if Downer Services does not have a relevant interest
in at least 90% of the Spotless Shares at the end of
the Offer Period, 21 days after the last day of the Offer
Period (as extended as the case may be);
–if Downer Services does have a relevant interest in
at least 90% of the Spotless Shares at the end of
the Offer Period, the last date on which payment
is required to be made in accordance with the
compulsory acquisition provisions under Part 6A.1
and Part 6A.3 of the Corporations Act; or
–such later date as agreed between the parties to the
New Loan Facility,
(the Certain Funds Period).
(iii) Conditions
The New Loan Facility sets out the agreed pre-conditions
to drawdown of funds that must be satisfied for
drawdowns thereunder during the Certain Funds Period.
They are as follows:
(A) (Conditions Precedent) customary conditions
precedent to drawdown such as issuance of
drawdown notices;
(B) (Sufficient Funds) Downer or Downer Finance has
retained the proceeds of the Entitlement Offer (in an
amount of at least A$740m which has already been
received by Downer pursuant to the Institutional
Entitlement Offer) which, when combined with the
undrawn commitment under the New Loan Facility,
are sufficient to fund the purchase price for any of the
Spotless Shares not then owned by Downer Services;
3. Sources of Cash Consideration

15 Downer EDI Limited
(C) (No litigation or governmental, administrative
or judicial action) litigation, governmental,
administrative or judicial actions, actual or pending,
that does or could be reasonably expected to
restrain or prevent the consummation of the Offer
(excluding the completion of the compulsory
acquisition process);
(D) (Major Representations) “major representation”
becoming untrue or misleading in any material
respect (whether by omission or otherwise). The
“major representations” are certain customary
representations and warranties regarding Downer
Services and the guarantors under the Common
Terms Deed Poll including, among other things,
representations regarding status, due authority,
binding obligations and accuracy of information;
(E) (Major Default) “major default” subsisting or
resulting from the drawdown of the New Loan Facility.
The “major defaults” are certain events regarding
Downer Services and the guarantors under the
Common Terms Deed Poll including non-payment
under the finance documents, breaches of obligations
under the Common Terms Deed Poll or occurrence of
an insolvency event in respect of Downer Services or
a guarantor under the Common Terms Deed Poll; or
(F) (Breach of law) the financiers providing their share
of the funding portion under the New Loan Facility
being unlawful for any reason.
As at the date of this Bidder’s Statement, Downer Services
is not aware of:
–any circumstance which would prevent the satisfaction
of the conditions precedent to drawing the New Loan
Facility, and is confident that they will be satisfied in time
to allow payment in full of the debt funded component of
the aggregate consideration as and when due under the
terms of the Offer;
–any circumstance which would give rise to litigation,
governmental, administrative or judicial actions, actual or
pending, that does or could be reasonably expected to
restrain or prevent the consummation of the Offer;
–any circumstance which would lead to a “major
representation” being untrue or misleading in any
material respect;
–the occurrence of any “major default” or any
circumstance which would lead to a “major default”
subsisting or being caused by the drawdown of the New
Loan Facility; or
–any circumstance which would make it unlawful for the
financiers to provide the New Loan Facility.
(b) Equity Funding
On 21 March 2017, Downer announced the Entitlement Offer.
The Entitlement Offer is structured as follows:
–an accelerated institutional entitlement offer
(Institutional Entitlement Offer), under which eligible
institutional shareholders of Downer will be invited to
take up all or part of their entitlement to subscribe for
Downer Shares at a fixed price (Entitlement Offer
Price). Any entitlements not taken up, together with the
entitlements of ineligible institutional shareholders, will be
sold through an institutional bookbuild; and
–a retail entitlement offer with retail rights trading (Retail
Entitlement Offer), under which:
–eligible retail shareholders will be invited to
take up all or part of their entitlement at the
Entitlement Offer Price;
–the entitlements can be taken up in whole or in part,
or traded on ASX (or transferred directly to another
person) in whole or part by eligible shareholders; and
–any retail entitlements not taken up, together with the
entitlements of ineligible retail shareholders, will be
sold through a retail bookbuild.
–The Retail Entitlement Offer will be conducted
immediately after the close of the Institutional
Entitlement Offer.
The Entitlement Offer will be conducted in accordance
with a timeline under which the funds received by Downer
will be available for use prior to the time that settlement of
acceptances under the Offer will be required.
The Institutional Entitlement Offer settled on 31 March 2017,
with A$757 million being raised.
It is expected that the Retail Entitlement Offer will settle on
21 April 2017, with the proceeds under the Retail Entitlement
Offer being raised on or about this date.
Downer will announce on ASX the results of the Retail
Entitlement Offer, including the proceeds raised at
settlement, as and when it occurs.
The Entitlement Offer will be fully underwritten by the
Underwriter subject to the terms of an Underwriting
Agreement between Downer and the Underwriter. The
Underwriter may terminate the Underwriting Agreement
upon the occurrence of certain prescribed circumstances
(Termination Events). A summary of the Termination Events
is set out in Annexure A.
3. Sources of Cash Consideration (continued)

Bidder’s Statement 16
As the proceeds of the Institutional Entitlement Offer and
Retail Entitlement Offer are expected to be received by no
later than 21 April 2017, Downer will have these funds before
the earliest date that Downer Services will be required to pay
for acceptances under the Offer.
(c) Intercompany Facility
The proceeds raised by Downer under the Entitlement
Offer will be advanced to Downer Finance under an
intercompany facility between Downer and Downer Finance
(Intercompany Facility).
The terms of the Intercompany Facility are set out in a
commitment letter from Downer dated 20 March 2017,
which has been accepted by Downer Finance. In summary,
the Intercompany Facility enables the proceeds raised
by Downer under the Entitlement Offer, to be advanced
by Downer to Downer Finance, thereby enabling Downer
Finance to advance to Downer Services the same funds
under the Holdings Facility (described below), for the
purposes of acquiring Spotless Shares under the Offer and
paying associated transaction costs.
The Intercompany Facility is interest free and unsecured.
There are no conditions precedent to Downer Finance’s
drawdown of the funds under the Intercompany Facility.
3.3 Availability of funding to Downer Services –
Holdings Facility
The cash consideration for the Offer and the funds required to
satisfy other obligations of Downer Services relating to the Offer
(including stamp duty, adviser fees and other transaction costs)
will be provided under a loan facility which Downer Services has
entered into with Downer Finance (Holdings Facility).
Downer Services and Downer Finance are wholly-owned
subsidiaries of Downer.
Under the Holdings Facility, Downer Finance has agreed to
advance to Downer Services the amounts drawn down under the
New Loan Facility and raised under the Entitlement Offer which
will be sufficient to cover the Maximum Cash Consideration and
associated transaction costs.
The terms of the Holdings Facility are set out in a commitment
letter from Downer Finance dated 19 March 2017, which has been
accepted by Downer Services. In summary, the terms of the
Holdings Facility are as follows:
–the funds provided under the Holdings Facility are for the
purpose of acquiring Spotless Shares under the Offer and
paying transaction costs associated therewith;
–the Holdings Facility is interest free; and
–the Holdings Facility is unsecured.
There are no conditions precedent for Downer Services to
drawdown funds under the Holdings Facility other than the
satisfaction of the conditions precedent to drawdowns under the
New Loan Facility.
3.4 Provision of consideration
On the basis of the arrangements described in this section 3,
Downer Services is of the opinion that it has reasonable grounds
for holding the view, and holds the view, that it will be able to
provide the consideration offered under the Offer.
3. Sources of Cash Consideration (continued)

17 Downer EDI Limited
4.1 Disclaimer
(a) Disclaimer
The information in this section concerning Spotless has
been prepared using publicly available information and
has not been independently verified. Accordingly Downer
Services does not make any representation or warranty,
express or implied, as to the accuracy or completeness of
this information.
The information on Spotless should not be considered
comprehensive. Further information relating to Spotless may
be included in Spotless’ Target’s Statement in relation to the
Offer which will be sent to you by Spotless.
(b) Publicly available information
Spotless is a company listed on ASX and is subject to the
periodic and continuous disclosure requirements of the
Corporations Act and ASX Listing Rules.
For information concerning the financial position and affairs
of Spotless, you should refer to the information that has been
disclosed by Spotless in accordance with these obligations
including information available on its website
(www.spotless.com), announcements made to ASX by
Spotless (which may be available on www.asx.com.au) and
the Target’s Statement that Spotless is required to provide
you under the Corporations Act.
4.2 Overview of Spotless
Spotless operates in Australia and New Zealand and provides
outsourced facility services, laundry and laundry services,
technical and engineering services, maintenance and
asset management services and refrigeration solutions to
various industries.
As disclosed in the 2016 Annual Report, Spotless currently
operates four main business lines:
(a) Health, Education and Government – Spotless provides
facility management, catering and cleaning services for social
infrastructure providers, including private and governmental
entities. Spotless operates in public and private hospitals,
aged care facilities, universities, colleges and high
schools, public housing, local government, transport and
correctional facilities;
(b) Commercial and Leisure – Spotless delivers facility
management, catering and cleaning services for private
sector organisations. Spotless’ customers include large
and medium-sized companies, operators of airports and
airline terminals, as well as function centres, large stadia,
commercial offices and retail spaces;
(c) Base and Township – Spotless holds a number of integrated
services contracts for defence forces and resources
companies. For Spotless’ defence clients, Spotless works
across residential housing, barracks and bases. In the
resources sector, Spotless delivers services for remote mines,
mining townships and support facilities; and
(d) Laundry and Linen – Spotless provides centralised laundry
services for linen for public and private hospitals, aged care
facilities and accommodation clients, such as hotels and
serviced apartments. Spotless also delivers uniform laundry
services to a number of corporate customers, and the food
and manufacturing sectors.
Spotless performs these services through a range of brands
such as Alliance Catering, Ensign, Clean Domain and Mustard.
4.3 ASX announcements up to the
Announcement Date
Spotless’ 2016 Annual Report was released on 20 September
2016, and its 1H17 Results were released on 28 February 2017.
Copies of these documents are available on Spotless’ website
(www.spotless.com) and, as set out in section 6.6(c), Downer
Services will make available a copy of these documents (or of
relevant extracts from these documents) free of charge to you
and other Spotless Shareholders who request it during the
Offer Period. Between 31 December 2016 (being the end of the
last financial period for which results were released) and the
Announcement Date, Spotless has made the following additional
ASX announcements that Downer Services considers may be
material to the financial position of Spotless:
–Retirement of Chairman – On 22 February 2017, it was
announced that Ms Margaret Jackson AC had advised of her
retirement from the Spotless Board, effective immediately.
The announcement stated that:
“Following recent episodes of ill health, Ms Jackson has
advised the Board that she wishes to scale back her
corporate commitments so that she can focus more fully
on her recovery.”
Ms Jackson was succeeded as Chairman by Mr Garry
Hounsell. Mr Hounsell has been a Spotless non-executive
director and Chairman of the Audit, Business Risk and
Compliance Committee since March 2014 and also holds
current non-executive directorships with Dulux Group
Limited, Treasury Wine Estates Limited and Integral
Diagnostics Limited, as well as being Chairman of
Helloworld Limited.
–Shareholder Class Action – On 30 January 2017 it was
announced that IMF Bentham Limited proposes to fund on
a ‘conditional’ basis, a shareholder action against Spotless.
On 24 February 2017, an additional announcement was
made confirming that Spotless had been served with a
representative proceeding filed in the Federal Court of
Australia. The announcement states:
“The proceeding has been filed on behalf of applicants, who
bring the claim on behalf of themselves and shareholders
who acquired an interest in Spotless’ shares between 25
August 2015 and 2 December 2015.
The statement of claim includes allegations that Spotless’
financial results for the financial year ended 30 June 2015
were misleading or deceptive and that Spotless breached
its continuous disclosure obligations.”
4. Information on Spotless and Spotless Shares

Bidder’s Statement 18
The announcement also states that “Spotless considers that
it has at all times been in compliance with its continuous
disclosure obligations and strongly denies these allegations.
Spotless will vigorously defend the proceeding.”
A copy of each of these announcements can be obtained
from ASX. In addition copies of other major announcements
by Spotless before or after the Announcement Date can be
obtained from Spotless’ website www.spotless.com.au.
4.4 Capital structure of Spotless
According to documents lodged by Spotless with ASX as at the
date this Bidder’s Statement is lodged with ASIC, the following
securities in Spotless are currently on issue:
14
ClassNumber
Fully paid ordinary shares1,098, 290,178
LTI Options 10,019,714
LTI Rights3,581,762
4.5 Spotless Executive Incentive Plan
The information in this section concerning LTI Options and
LTI Rights (together, the LTI Awards) issued by Spotless to
eligible employees under the Spotless Executive Incentive Plan
(LTI Plan) has been prepared using publicly available information
and has not been independently verified. Accordingly, Downer
Services does not make any representation or warranty,
express or implied, as to the accuracy or completeness of
this information.
The LTI Plan is governed by the Spotless Executive Incentive
Plan Rules (LTI Plan Rules) which, in summary, provide that:
–Spotless Shares issued under the LTI Plan (including
Spotless Shares issued on the exercise of LTI Options or LTI
Rights) will rank equally in all respects with existing Spotless
Shares on issue on and from the date of issue;
–each LTI Option issued under the LTI Plan confers on its
holder the entitlement to acquire one Spotless Share (by
way of issue or transfer) at the exercise price (if any) upon
exercise (once vesting conditions have been satisfied); and
–each LTI Right issued under the LTI Plan confers on its
holder the entitlement to receive one Spotless Share (by
way of issue or transfer) at the exercise price (if any) upon
exercise (once vesting conditions have been satisfied).
The Offer does not extend to LTI Awards.
Under the LTI Plan Rules, on the occurrence of a “Corporate
Control Event” (which, under the LTI Plan Rules, includes an offer
being made for Spotless Shares pursuant to a takeover bid under
Chapter 6 of the Corporations Act), any unvested LTI Awards will
vest on a pro rata basis based on the proportion of the vesting
period remaining.
The plan committee of the LTI Plan has complete discretion
as to how to treat any remaining unvested LTI Awards. Downer
Services does not have information concerning the exact
number of LTI Awards which will vest and will be exercisable as a
result of this Offer.
The Offer extends to Spotless Shares that are issued or
otherwise come into existence during the period from the
Register Date to the end of the Offer Period due to the
conversion of, or exercise of rights attached to the LTI Options
that are on issue at the Register Date. The Offer extends to
Spotless Shares that are issued or otherwise come into existence
during the period from the Register Date to the end of the Offer
Period due to the conversion of, or exercise of rights attached
to the LTI Rights that are on issue at the Register Date.
4.6 Share price performance
The last recorded sale price of Spotless Shares on ASX
on 20 March 2017, being the last trading day prior to the
Announcement Date, was $0.725.
As depicted in the performance chart below, during the three
months ended 20 March 2017:
–the highest recorded closing price for Spotless Shares on
ASX was $1.01 on 17 January 2017; and
–the lowest recorded closing price for Spotless Shares on ASX
was $0.725 on 20 March 2017.
20 December
2016
20 January
2017
20 February
2017
20 March
2017
$0.725
0.00
0.20
0.40
0.60
0.80
1.00
1.20
$ / share
Source: IRESS
4. Information on Spotless and Spotless Shares (continued)
14 As per the Appendix 3B released by Spotless on 24 November 2016.

19 Downer EDI Limited
5.1 Introduction
This section provides a general outline of the Australian taxation
implications for Spotless Shareholders from disposing of their
Spotless Shares in return for cash pursuant to the Offer. The
information in this section is based upon Australian taxation law
and practice in effect at the date of this Bidder’s Statement.
The taxation consequences to Spotless Shareholders of
disposing of their Spotless Shares depend on a number of
factors and will vary depending on their particular circumstances.
The outline provided in this section is of a general nature only
and does not consider any specific facts or circumstances that
may apply to particular Spotless Shareholders.
Spotless Shareholders should not rely on the disclosure of
taxation considerations in this Bidder’s Statement as being
advice on their own affairs and should seek their own specific
professional tax advice as to the taxation implications applicable
to their circumstances. Neither Downer nor any of its Directors
or advisers accept any liability or responsibility in respect of any
statement concerning the taxation consequences to particular
Spotless Shareholders from disposing of their Spotless Shares.
The following comments only apply to Spotless Shareholders
who hold their Spotless Shares on capital account.
This section does not deal with Spotless Shareholders who:
–hold their shares in the course of carrying on a business
(eg as trading stock) or on revenue account (eg as part of a
profit-making undertaking or scheme);
–acquired their Spotless Shares pursuant to an employee
share, rights or option scheme; or
–are subject to the Taxation of Financial Arrangements
provisions in Division 230 of the Income Tax
Assessment Act 1997 (Cth),
and does not deal with the implications of disposing of Spotless
Shares under the taxation laws of countries other than Australia.
5.2 Australian resident shareholders
This section 5.2 applies to Spotless Shareholders who are
residents of Australia for Australian income tax purposes.
(a) CGT event
A disposal by a Spotless Shareholder of their Spotless
Shares pursuant to the Offer will constitute a CGT event for
the Spotless Shareholder. The date of the CGT event will
be the date the contract to dispose of the Spotless Shares
is entered into by the Spotless Shareholder, or in the case
of a compulsory acquisition, the date when the Spotless
Shareholder ceases to be the owner of the Spotless Shares.
(b) Calculation of capital gain or capital loss
Spotless Shareholders will make a capital gain to the extent
that the capital proceeds from the disposal of the Spotless
Shares are more than the cost base of those Spotless Shares.
Conversely, Spotless Shareholders will make a capital loss
to the extent that the capital proceeds from the disposal are
less than their reduced cost base of those Spotless Shares.
(c) Cost base
The cost base of the Spotless Shares generally includes
the purchase price paid for the shares and certain non-
deductible incidental costs of their acquisition and disposal.
The reduced cost base of the Spotless Shares is usually
determined in a similar, but not identical, manner.
(d) Capital proceeds
The capital proceeds from a disposal of Spotless Shares
is generally the amount of consideration received by the
Spotless Shareholder for the disposal.
(e) Other issues
If a Spotless Shareholder makes a capital gain from a
disposal of their Spotless Shares, the capital gain is
aggregated with other capital gains made by the Spotless
Shareholder in the same income year. Any available capital
losses of the Spotless Shareholder from the same or previous
income years may then be offset against the capital gains
(subject to satisfaction of loss recoupment tests). If there is
a capital gain remaining after application of available capital
losses, the Spotless Shareholder may be entitled to apply a
discount (see below). Any net capital gain after applying the
discount (if applicable) is included in assessable income of
the Spotless Shareholder in that income year.
Individuals, complying superannuation entities and trusts
that have held the CGT asset to which the capital gain relates
for at least 12 months before the CGT event may be entitled
to discount the amount of the capital gain (after application
of capital losses) by 50% in the case of individuals and trusts
or by 33⅓% for complying superannuation entities. For trusts,
the ultimate availability of the discount for beneficiaries
of the trust in relation to distributions of capital gains by
the trust will depend on the particular circumstances of
the beneficiaries. No discount is available for Spotless
Shareholders which are companies.
If a Spotless Shareholder makes a capital loss from the
disposal of their Spotless Shares, the capital loss may only be
used to offset capital gains of the Spotless Shareholder in the
same or future income years (subject to satisfaction of loss
recoupment tests).
5. Taxation Considerations

Bidder’s Statement 20
5.3 Non-resident shareholders
This section 5.3 applies to Spotless Shareholders who are not
residents of Australia for Australian income tax purposes.
The disposal of Spotless Shares will generally only result
in Australian CGT implications to a non-resident Spotless
Shareholder if the Spotless Shares are ‘taxable Australian
property’ at the time of the CGT Event.
Shares that meet the following conditions are ‘indirect
Australian real property interests’ and are included in taxable
Australian property:
–that Spotless Shareholder together with its associates held
ten percent or more of the total shares on issue in Spotless
at the time of the CGT event or for any 12 month period
within two years preceding the CGT event (referred to as a
‘non-portfolio interest’); and
–the aggregate market value of Spotless assets which is
attributable to ‘taxable Australian real property’ (including
interests in Australian real property and leases of Australian
real property) exceeds the aggregate market value of
Spotless assets which are not taxable Australian real
property (referred to as satisfying the ‘principal asset test’).
Non-resident Spotless Shareholders who hold a ‘non-portfolio
interest’ in Spotless should obtain independent tax advice as to
the tax implications to them of the disposal.
5.4 Non-resident CGT withholding rules
From 1 July 2016, broadly, purchasers that acquire indirect
Australian real property interests that are shares (as described
in section 5.3) in an off-market acquisition may, subject to
certain exceptions, be required to withhold ten percent of the
consideration and pay that amount to the Australian Taxation
Office (ATO). In certain circumstances, the ATO may agree to
a lower withholding rate.
The withholding tax is not a final tax, and the shareholder
receives a credit for amounts withheld on filing an Australian
tax return and may receive a refund of tax if amounts have been
withheld in excess of their actual Australian tax liability.
Downer Services may make a withholding from the cash
consideration payable to a Spotless Shareholder for the
disposal of their Spotless Shares where:
–Downer Services knows or reasonably believes that the
Spotless Shareholder is a non-resident or the Spotless
Shareholder has an overseas address or Downer Services
is authorised to pay the consideration overseas (in a case
where Downer Services does not reasonably believe that the
Spotless Shareholder is an Australian resident); and
–the Spotless Shares for that Spotless Shareholder are
indirect Australian real property interests (as described in
section 5.3 of this Bidder’s Statement).
If Downer Services considers that it has an obligation to make
the withholding from the cash consideration payable to a
Spotless Shareholder for the disposal of their Spotless Shares,
it may withhold the applicable amount from the consideration
payable to the relevant Spotless Shareholder. In accordance
with section 7.21(f), where Downer Services pays the withheld
amount to the ATO, Downer Services will be discharged of
any liability to pay that amount of the consideration to the
Spotless Shareholder.
However, in relation to this Offer, based on Downer Services’
review of publicly available information on Spotless, as at
the date of this Bidder’s Statement, Downer Services does
not consider Spotless to satisfy the ‘principal asset test’
(as described in section 5.3 above), and on that basis, does
not consider that withholding under these rules is required.
Accordingly, subject to there being no material change in
circumstances by the time a Spotless Shareholder disposes
of their Spotless Shares and no contrary conclusions reached
by Spotless in Spotless’ Target’s Statement, Downer Services
does not intend to withhold any consideration from a Spotless
Shareholder in accordance with these rules. Spotless
Shareholders should read the tax disclosures in the Target’s
Statement to ascertain Spotless’ views (if any) in this regard.
5.5 GST & stamp duty
No liability to GST should arise for Spotless Shareholders
in respect of a disposal of their Spotless Shares. Spotless
Shareholders may be charged GST on costs they incur which
relate to the disposal (eg legal, financial and tax adviser fees).
Certain Spotless Shareholders may be entitled to claim input
tax credits or reduced input tax credits in relation to the GST
amount incurred on these costs, but should seek independent
tax advice in relation to their individual circumstances.
Downer Services will pay any stamp duty payable on its
acquisition of Spotless Shares from Spotless Shareholders
pursuant to the Offer.
5. Taxation Considerations (continued)

21 Downer EDI Limited
6.1 Date for determining holders of Spotless
Shares (Register Date)
For the purposes of section 633(2) of the Corporations Act, the
date for determining the persons to whom information is to be
sent in items 6 and 12 of section 633(1) of the Corporations Act
(Register Date) is 7:00pm (Sydney time) on 22 March 2017.
6.2 Downer Services’ relevant interest and
voting power in Spotless Shares
Downer Services’ relevant interest in Spotless Shares, and its
voting power in Spotless overall (as at the dates specified)
is shown below:
At date of this
Bidder’s Statement
At date first Offer
is sent
Relevant interest in
Spotless Shares164,743,526164,743,526
Voting power
in Spotless15.00%15.00%
In addition to the above, Downer Services has an economic
interest of 4.99% in Spotless Shares pursuant to a total
return cash settled equity swap referenced over 54,804,679
Spotless Shares.
6.3 Acquisition by Downer Services of Spotless
Shares during previous four months
During the period beginning four months before the date on
which this Bidder’s Statement is lodged with ASIC and ending
the day before the date of the Offer, neither Downer Services nor
Downer has provided, or agreed to provide, consideration for a
Spotless Share except as shown below.
DateNo. of
shares
Description of dealing and
Consideration per share
20 March 20171,531,764See Annexure B.
20 March 2017163,211,762Acquisition of Spotless Shares
by Downer Services after-market
at a price of $1.15 per share.
6.4 Inducing benefits given by Downer during
previous four months
Except as set out in this Bidder’s Statement, during the period
beginning four months before the date on which this Bidder’s
Statement is lodged with ASIC and ending the day before the
date of the Offer, neither Downer nor Downer Services, nor any
associate of Downer or Downer Services, gave, or offered to give
or agreed to give a benefit to another person that is not available
under the Offer and was likely to induce the other person, or an
associate of the other person, to:
(a) accept an Offer; or
(b) dispose of Spotless Shares.
6.5 Regulatory and other approvals
(a) ASX confirmations
Downer Services has received confirmation from ASX that
ASX Listing Rules 11.1.2 and 11.1.3 do not apply to the Offer.
(b) Regulatory Approval Condition
The Regulatory Approval Condition set out in section
7.11(b)(i) of the Bidder’s Statement requires any approvals
or consents that may be required from Public Authorities in
connection with the Offer to be given.
As noted elsewhere in the Bidder’s Statement, Downer
Services has not undertaken any due diligence on Spotless’
non-public confidential information. However, based on
publicly available information that Downer Services has
reviewed, Downer Services considers that the following
approvals, consents or exemptions from the requirement for
approvals or consents will or may be required from a Public
Authority in connection with the Offer:
(i) OIO
Downer Services understands that Spotless or entities
within Spotless’ corporate group may hold a leasehold
interest in New Zealand “sensitive land” that requires
consent to be given by the OIO under the Overseas
Investment Act 2005 (New Zealand) and the Overseas
Investment Regulations 2005 (New Zealand).
Downer Services has lodged an application with the OIO
for the relevant consent.
Spotless has provided Downer Services with information
setting out all freehold or leasehold interests that
Spotless or entities within Spotless’ corporate group have
in New Zealand. Downer Services is considering whether
any of these interests is “sensitive land” that requires
consent to be given by the OIO under the Overseas
Investment Act 2005 (New Zealand) and the Overseas
Investment Regulations 2005 (New Zealand). Following
its review of the information provided by Spotless,
Downer Services will, in accordance with its undertakings
to the OIO, notify the OIO of any additional interests in
“sensitive land” that Spotless or entities within Spotless’
corporate group have in New Zealand.
(ii) Australian liquor licence related approvals
Spotless disclosed in the Spotless Prospectus that it
is subject to governmental regulation at various levels
including, among other things, licensing requirements
in relation to the service of liquor.
Based on publicly available information that Downer
Services has reviewed, Spotless holds contracts to
provide catering and hospitality services to venues
located in Western Australia, Victoria, New South Wales,
South Australia and Queensland.
In certain Australian jurisdictions, the liquor licensing
legislation imposes an obligation on the licensee, that
6. Other Material Information

Bidder’s Statement 22
is Spotless or a member of Spotless’ corporate group,
to notify the relevant liquor licensing Public Authorities
where a person or corporate entity assumes a position
where it can exercise control or substantial influence
over the licensee, within 14 days of such party assuming
such a position.
In Western Australia and South Australia, it is an
offence for a person to assume a position of authority
in relation to a corporation holding a liquor licence
without the prior approval of the relevant liquor licensing
Public Authorities.
The Public Authority in Western Australia has confirmed
that the approval of Downer and Downer Services as
persons assuming a position of authority in respect
of Spotless or an entity within the Spotless corporate
group which holds a liquor licence in Western Australia
is not required.
Downer Services has made applications to the relevant
Public Authority in South Australia for the required
approval or waiver in respect of liquor licences held in
that state by Spotless or an entity within the Spotless
corporate group.
(c) ACCC and NZCC
From publicly available information on Spotless’ operations,
Downer Services believes that neither the ACCC nor
the NZCC will have concerns in relation to, or propose to
intervene in, the Offer. As a result, Downer Services has not
sought and does not propose to seek clearance from either
of the ACCC or the NZCC in relation to the Offer.
6.6 Modifications to and exemptions from the
Corporations Act
(a) ASIC relief from the Corporations Act was sought in respect
of the ability of Downer Services to extend the Offer to
Spotless Shares issued due to the vesting, conversion or
exercise of LTI Rights after the Register Date and before
the end of the Offer Period. ASIC has confirmed to Downer
Services that relief is not required and therefore Downer
Services has withdrawn this application.
(b) ASIC has granted Downer Services relief under section 655A
of the Corporations Act to vary the terms of the Offer, to:
(i) clarify that Downer Services will not deduct, from the
consideration offered under the Offer, any amounts
attributable to the value of franking credits attaching to
any dividend received by Spotless Shareholders; and
(ii) remove any term that is inconsistent with Spotless
Shareholders having the ability to withdraw their
acceptances until such time as the Offer has
become unconditional.

ASIC has also modified the operation of section 654A(2)
of the Corporations Act in relation to the Offer such that
Downer Services will not be taken to have disposed of
securities in breach of section 654A(1) of the Corporations
Act merely because Spotless Shareholders withdraw their
acceptance of the Offer.
(c) ASIC has also published various instruments providing
for modifications and exemptions that apply generally to
all persons, including Downer Services. Amongst others,
Downer Services has relied on the modification to section
636(3) of the Corporations Act set out in paragraph 5(d)
of ASIC Class Order 13/521 “Takeover Bids” to include
references to certain statements which are made or based
on statements made in documents lodged with ASIC or
the ASX. Pursuant to ASIC Class Order 13/521, the consent
of the relevant person is not required for the inclusion of
such statements in this Bidder’s Statement. As required
by Class Order 13/521, Downer Services will make available
a copy of these documents (or of relevant extracts from
these documents), free of charge, to you and other Spotless
Shareholders who request it during the Offer Period.
To obtain a copy of these documents (or the relevant
extracts), you may telephone the Downer Offer Information
Line on 1300 048 144 (for calls made within Australia)
or  +61 3 9415 4662 (for calls made from outside
Australia) from Monday to Friday between 9.00am
and 5.00pm (Sydney time).
6.7 No escalation agreements
Neither Downer nor Downer Services, nor any of their associates
have entered into an escalation agreement that is prohibited by
section 622 of the Corporations Act.
6.8 No collateral benefits
Neither Downer nor Downer Services, nor any of its associates
have in the four months before the date of this Bidder’s
Statement, or in the period between the date of this Bidder’s
Statement and the date of the Offer given, offered to give or
agreed to give a benefit which is not offered to all Spotless
Shareholders under the Offer to another person which was likely
to induce the other person (or an associate) to accept the Offer
or dispose of Spotless Shares.
6.9 Consents
This Bidder’s Statement includes or is accompanied by
statements which are made in reliance on or based on
statements made in documents lodged with ASIC or on the
company announcement platform of ASX. As noted above,
under the terms of ASIC Class Order 13/521, the parties making
those statements are not required to consent to, and have not
consented to, those statements being included in this Bidder’s
Statement. If you would like to receive a copy of any of these
documents please contact the Downer Offer Information
Line on 1300 048 144 (for calls made within Australia) or
6. Other Material Information (continued)

23 Downer EDI Limited
+61 3 9415 4662 (for calls made from outside Australia) from
Monday to Friday between 9:00am and 5:00pm (Sydney time)
and you will be sent copies free of charge.
In addition, the following parties have given and have not, before
the time of lodgement of this Bidder’s Statement with ASIC,
withdrawn their written consent to be named in this Bidder’s
Statement in the form and context in which they were named:
(a) Ashurst as Australian legal adviser to Downer Services and
the Downer Group;
(b) UBS AG, Australia Branch as financial adviser to Downer
Services and the Downer Group; and
(c) Computershare Investor Services Pty Limited, as Downer’s
share registry.
Each of the persons named above does not make, or purport to
make, any statement in this Bidder’s Statement other than those
statements made in the capacity and to the extent that the
person has provided its consent, as referred to above, and to the
maximum extent permitted by law, expressly disclaims and takes
no responsibility for any part of the Bidder’s Statement other
than as described.
6.10 Institutional Acceptance Facility
Downer Services recognises that some Spotless Shareholders
may be unable to accept the Offer, for example by reason
of their investment mandates, until the Offer becomes or is
declared unconditional. Accordingly, Downer Services may
consider establishing an institutional acceptance facility
(Facility) in relation to the Offer. The Facility would only be
open to professional investors under the Corporations Act
(Eligible Spotless Shareholders). The Facility would enable
Eligible Spotless Shareholders to indicate their intention to
accept the Offer.
If Downer Services decides to establish the Facility, it will inform
Spotless Shareholders once the Facility is established by way of
a supplementary Bidder’s Statement.
6.11 How to withdraw an acceptance
A Spotless Shareholder may withdraw an acceptance of the Offer
(Withdrawal) at any time before the Defeating Conditions have
been satisfied or waived by Downer Services. The recommended
methods of withdrawal are set out below.
(a) Withdrawal by written notice to Downer Services
This method of Withdrawal is available for shares in a
CHESS Holding or shares in an Issuer Sponsored Holding.
Downer Services should receive from the Spotless
Shareholder a notice in writing before the Defeating
Conditions have been satisfied or waived that sets out
the following information and states that the Spotless
Shareholder wants to initiate a Withdrawal. The notice in
writing should be signed by the Spotless Shareholder.
The information that should be provided in the
written notice is:
– the registered name of the Spotless Shareholder;
–Spotless Shareholder’s SRN or HIN (as applicable); and
–the number of Spotless Shares that are the subject of
the Withdrawal.
In the event that the number of Spotless Shares the subject
of the Withdrawal are not set out in the written notice, then
the Withdrawal will be deemed to be in respect of all the
Spotless Shares that have been the subject of an acceptance
by the person giving the written notice of Withdrawal.
Subject to the above, if the information is not provided then
the Withdrawal may be invalid.
If the written notice of Withdrawal is not received by Downer
Services before the Defeating Conditions have been satisfied
or waived, the Withdrawal may not be valid.
Downer Services recommends that you send the
written notice of Withdrawal to Downer Services at the
following address:
Downer EDI Services Pty Ltd
c/o Computershare Investor Services Pty Limited
GPO Box 2115
Melbourne VIC 3001
Neither Downer Services nor Computershare Investor
Services Pty Limited will be responsible for any delays in
the process of you sending a written notice of Withdrawal
to Downer Services.
(b) Withdrawal of Spotless Shares in a CHESS Holding by
instructions to Controlling Participant
If your Spotless Shares are in a CHESS Holding there is
another way that you can initiate a Withdrawal as set out
below. It is optional whether you initiate the Withdrawal by
the method described below or by written notice to Downer
Services in the manner set out above in section 6.11(a).
There are two requirements to be satisfied for a Withdrawal
initiated in this manner and both must be satisfied before
the Defeating Conditions have been satisfied or waived by
Downer Services. The requirements are as follows:
(i) you must instruct your broker (the Controlling
Participant) to Transmit a Valid Originating Message to
ASX Settlement in respect of the Spotless Shares in that
CHESS Holding in accordance with Rule 14.16.1 of the
ASX Settlement Operating Rules, specifying the number
of Spotless Shares that are the subject of the Withdrawal
and are to be released from the Subposition; and
6. Other Material Information (continued)

Bidder’s Statement 24
(ii) your Controlling Participant must Transmit a Valid
Originating Message to ASX Settlement in respect of the
relevant Spotless Shares before the Defeating Conditions
are satisfied or waived by Downer Services.
You should allow sufficient time for your Controlling Participant
to satisfy the above requirements for Withdrawal. Neither
Downer Services nor Computershare Investor Services Pty
Limited will be responsible for any delays in your Controlling
Participant transmitting a Valid Originating Message.
If the above requirements for Withdrawal are satisfied before the
Defeating Conditions are satisfied or waived by Downer Services,
Downer Services will:
– return to the Spotless Shareholder any documents that were
sent by the Spotless Shareholder to Downer Services with
the acceptance of the Offer; and
– if you initiate a valid Withdrawal under section 6.11(a) (that
is by notice in writing to Downer Services) and the shares
are in a CHESS Holding, Transmit to ASX Settlement a Valid
Originating Message that authorises the release of those
shares from the Offer Accepted Subposition in which the
CHESS Holding has been reserved in accordance with
Rule 14.16.3 or 14.16.5 of the ASX Settlement Operating
Rules as applicable.
No acknowledgement of valid receipt of Withdrawal will be given
to you by or on behalf of Downer Services.
If you would like further information, please contact your legal,
financial or other professional adviser or telephone the Downer
Offer Information Line on 1300 048 144 (toll free within Australia)
or +61 3 9415 4662 (not toll free) from outside Australia.
6.12 No other material information
Except as set out in this Bidder’s Statement, there is no
information material to the making of a decision by a Spotless
Shareholder whether or not to accept the Offer, being
information that is known to Downer or Downer Services and has
not previously been disclosed to the holders of Spotless Shares.
6. Other Material Information (continued)

25 Downer EDI Limited
7.1 The Offer
(a) Offer for your Spotless Shares
(i) Downer Services offers to acquire all of your Spotless
Shares on the terms set out in this Offer.
(ii) For the purposes of section 633(2) of the Corporations
Act, the date for determining the persons to whom
information is to be sent in items 6 and 12 of section
633(1) of the Corporations Act is the Register Date.
(iii) This Offer also extends to all of the Spotless Shares
in respect of which a person becomes registered or in
respect of which the person becomes entitled to be
registered as the holder prior to the end of the Offer
Period as a result of:
(A) the vesting of, conversion of, or the exercise of rights
attached to any LTI Options that are on issue at the
Register Date; and
(B) the vesting of, conversion of, or exercise of rights
attaching to LTI Rights which are on issue as at
the Register Date.
(b) Offer includes Rights
If Downer Services acquires your Spotless Shares under this
Offer, Downer Services is also entitled to any Rights attached
to those Spotless Shares.
(c) Consideration
Downer Services offers $1.15 cash for each of your
Spotless Shares.
(d) Offer Date
This Offer is dated
[•].
7.2 Offer Period
Unless withdrawn, this Offer is open during the period that
begins on the date of this Offer and ends at 7:00pm Sydney time
on the later of:
(a)
[•]; or
(b) any date to which the period of this Offer is extended under
section 7.15 or as required by the Corporations Act.
7.3 How to accept this Offer
Sections 7.3(b) and 7.3(c) refer, among other things, to the
different Acceptance Forms for use to accept this Offer
depending on whether the Spotless shareholding is a CHESS
Holding or an Issuer Sponsored Holding. You will only be sent
one type of Acceptance Form with this Bidder’s Statement,
which will be the Acceptance Form to be used in relation to your
Spotless Shares.
(a) Accept for all your Spotless Shares
You can only accept this Offer during the Offer Period and for
all (and not part of) your Spotless Shares. You will be taken
to have accepted the Offer for all your Spotless Shares plus
any additional Spotless Shares held by you on the date your
acceptance is processed (despite any difference between
that number and the number of Spotless Shares specified on
your Acceptance Form when you accept this Offer).
(b) CHESS Holdings
If your Spotless Shares are in a CHESS Holding (in which
case your holder identification number will commence with
‘X’), to accept this Offer you must either:
(i) complete and sign the Acceptance Form in accordance
with the instructions on it. Once completed and signed,
you need to return the Acceptance Form together with
all other documents required by the instructions on it
to the address specified on the form. This will authorise
Downer Services to instruct your Controlling Participant
(usually your Broker) to initiate acceptance of this Offer
on your behalf. For return of the Acceptance Form to be
an effective acceptance of the Offer, you must ensure it is
received by Downer Services in time to give instructions
to your Controlling Participant, and for your Controlling
Participant to carry out those instructions, before the end
of the Offer Period; or
(ii) instruct your Controlling Participant (usually your
Broker) to initiate acceptance of this Offer under rule
14.14 of the ASX Settlement Operating Rules, so as to be
effective before the end of the Offer Period.
If you are a Controlling Participant, you must yourself initiate
acceptance under rule 14.14 of the ASX Settlement Operating
Rules so as to be effective before the end of the Offer Period.
(c) Issuer Sponsored Holdings and other holdings
If your Spotless Shares are held on Spotless’ issuer
sponsored subregister (in which case your securityholder
reference number will commence with ‘I’), to accept this
Offer you must:
(i) complete and sign the Acceptance Form in accordance
with the instructions on it; and
(ii) return the Acceptance Form together with all other
documents required by the instructions on it to the
address specified on the form (using the addressed
envelope provided if you wish) so that they are received
before the end of the Offer Period.
7. The Offer Terms

Bidder’s Statement 26
7.4 Effect of Acceptance Form
By completing, signing and returning the Acceptance
Form in accordance with section 7.3(b) or section 7.3(c) as
applicable, you:
(a) authorise Downer Services and each of its officers and
agents to correct any errors in, or omissions from, the
Acceptance Form necessary to:
(i) make it an effective acceptance of this Offer for your
Spotless Shares which are not in a CHESS Holding; and
(ii) enable the transfer of your Spotless Shares to
Downer Services; and
(b) if any of your Spotless Shares are in a CHESS
Holding, authorise Downer Services and each of its
officers and agents to:
(i) instruct your Controlling Participant to effect your
acceptance of this Offer for those Spotless Shares under
rule 14.14 of the ASX Settlement Operating Rules; and
(ii) give to your Controlling Participant on your behalf
any other instructions in relation to those Spotless
Shares which are contemplated by the sponsorship
agreement between you and your Controlling Participant
and are necessary or appropriate to facilitate your
acceptance of this Offer.
7.5 Your agreement
By carrying out the instructions in section 7.3 on how to
accept this Offer:
(a) you accept this Offer in respect of all your Spotless Shares
registered as held by you at the date your acceptance is
processed despite any difference between that number
and the number of Spotless Shares specified in the
Acceptance Form;
(b) you represent and warrant to Downer Services as a
fundamental condition going to the root of the contract
resulting from your acceptance of this Offer that, at the time
of your acceptance of this Offer and at the time of transfer of
your Spotless Shares to Downer Services:
(i) all your Spotless Shares are and will upon registration
be fully paid up;
(ii) Downer Services will acquire good title to and
beneficial ownership of your Spotless Shares, free from
Encumbrances or restrictions on transfer of any kind; and
(iii) you have full power and capacity (whether legal or
equitable) to sell and transfer your Spotless Shares
(including any Rights) and that you have paid all
amounts which at the time of acceptance have fallen
due for payment in respect of your Spotless Shares
(including any Rights);
(c) you transfer, or consent to the transfer in accordance with
the ASX Settlement Operating Rules, of your Spotless
Shares to Downer Services subject to the conditions of the
constitution of Spotless on which they were held immediately
before your acceptance of this Offer (and Downer
Services agrees to take those Spotless Shares subject to
those conditions);
(d) if and when the contract resulting from your acceptance
of this Offer becomes unconditional (even though Downer
Services has not yet paid or provided the consideration due
to you), you irrevocably appoint Downer Services and each
director of, and any nominee of, Downer Services jointly and
each of them severally as your attorney to exercise all powers
and rights which you could lawfully exercise as the registered
holder of your Spotless Shares or in exercise of any right
derived from the holding of your Spotless Shares, including,
without limiting the generality of the foregoing:
(i) requesting Spotless to register your Spotless Shares in
the name of Downer Services;
(ii) attending and voting in respect of your Spotless Shares
at all general and class meetings of Spotless, demanding
a poll for any vote taken at or proposing or seconding
any resolutions to be considered at any general and class
meeting of Spotless and requisitioning any general and
class meeting of Spotless;
(iii) executing all forms, notices, documents (including a
document appointing a director of Downer Services as
a proxy for any of your Spotless Shares) and resolutions
relating to your Spotless Shares; and
(iv) doing all things incidental or ancillary to any
of the foregoing.
You will have, or will be deemed to have acknowledged
and agreed that in exercising such powers the attorney
may act in the interests of Downer Services as the
intended registered holder of those Spotless Shares. This
appointment, being given for valuable consideration to
secure the interest acquired in your Spotless Shares, is
irrevocable and terminates upon registration of a transfer to
Downer Services of your Spotless Shares;
(e) you agree that in exercising the powers conferred by the
power of attorney in section 7.5(d), Downer Services and
each of its directors and its nominee are entitled to act in the
interest of Downer Services;
(f) if and when the contract resulting from your acceptance
of this Offer becomes unconditional (even though Downer
Services has not yet paid or provided the consideration due
to you), you agree not to attend or vote in person at any
general meeting of Spotless or to exercise, or to purport to
exercise, (in person, by proxy or otherwise) any of the powers
conferred on the directors and nominees of Downer Services
by section 7.5(d);
7. The Offer Terms (continued)

27 Downer EDI Limited
(g) if and when the contract resulting from your acceptance
of this Offer becomes unconditional (even though Downer
Services has not yet paid or provided the consideration
due to you), you authorise Downer Services to transmit a
message to ASX Settlement in accordance with rule 14.17.1
of the ASX Settlement Operating Rules so as to enter your
Spotless Shares which are in a CHESS Holding into Downer
Services’ Takeover Transferee Holding;
(h) you agree to do all such acts, matters and things that
Downer Services may require to give effect to the matters
the subject of this section 7.5 (including the execution of
a written form of proxy to the same effect as this section
7.5 which complies in all respects with the requirements of
Spotless) if requested by Downer Services;
(i) you agree to indemnify Downer Services and each of its
agents and nominees in respect of any claim or action
against it or any loss, damage or liability incurred by it as a
result of you not producing your holder identification number
or securityholder reference number or in consequence of the
transfer of your Spotless Shares being registered by Spotless
without production of your holder identification number or
securityholder reference number;
(j) you irrevocably authorise and direct Spotless (on receipt of
a written request from Downer Services) to pay to Downer
Services or to account to Downer Services for all Rights. This
is subject to any such Rights received by Downer Services
being accounted for by Downer Services to you, in the event
that this Offer is withdrawn or avoided;
(k) except where Rights have been paid or accounted for under
section 7.5(j), or Downer Services has waived its entitlement
as permitted by section 7.19, you irrevocably authorise
Downer Services to deduct from the consideration payable in
respect of your Spotless Shares, the value of any Rights paid
to you in respect of your Spotless Shares which, where the
Rights take a non-cash form, will be the value of those Rights
as reasonably assessed by Downer Services; and
(l) you have represented and warranted to Downer Services
that, if you are the legal owner but not the beneficial owner
of your Spotless Shares:
(i) the beneficial holder has not sent a separate acceptance
of the Offer in respect of the Spotless Shares;
(ii) the number of Spotless Shares you have specified as
being the entire holding of Spotless Shares you hold
on behalf of a particular beneficial holder is in fact the
entire holding; and
(iii) that you are irrevocably and unconditionally entitled
to transfer the Spotless Shares, and to assign all of the
beneficial interest therein to Downer Services.
7.6 Revocation of acceptance
(a) Once you have accepted this Offer and the Defeating
Conditions set out in section 7.11 have been fulfilled or
waived, you will be unable to revoke your acceptance other
than as set out in this section 7.6 and the contract resulting
from your acceptance will be binding on you.
(b) The Defeating Conditions set out in section 7.11 are
conditions precedent to Downer Services’ acquisition of
any interest in Spotless under the Offer. Notwithstanding
your acceptance of the Offer, unless and until the Defeating
Conditions are fulfilled or waived, you will be able to withdraw
your acceptance of the Offer.
7.7 Powers of attorney
If the Acceptance Form is signed under power of attorney, the
attorney declares that the attorney has no notice of revocation
of the power and is empowered to delegate powers under the
power of attorney under section 7.4 and paragraphs (d) and (g)
of section 7.5.
7.8 Validation of otherwise ineffective
acceptances
Except for Spotless Shares in a CHESS Holding, Downer
Services may treat the receipt by it of a signed Acceptance
Form as a valid acceptance of this Offer even though it does not
receive the other documents required by the instructions on
the Acceptance Form or there is non-compliance with any one
or more of the other requirements for acceptance. If Downer
Services does treat such an Acceptance Form as valid, subject
to section 7.17, Downer Services will not be obliged to give the
consideration to you until Downer Services receives all those
documents and all of the requirements for acceptance referred
to in section 7.3 and in the Acceptance Form have been met.
7. The Offer Terms (continued)

Bidder’s Statement 28
7.9 Dividends and other entitlements
Spotless Shareholders will be entitled to be paid the 1H17
dividend declared by Spotless in its 1H17 Results Announcement
(to be paid on 7 April 2017). Downer Services will be entitled to
all other Rights (including dividends) declared, paid, made or
which arise or accrue after the Announcement Date in respect of
Spotless Shares that it acquires pursuant to this Offer. Rights do
not include any franking credits attached to any dividend.
If any Rights are declared, paid, made or arise or accrue in cash
after the Announcement Date in respect of Spotless Shares to
the holders of Spotless Shares, Downer Services will (provided
the same has not been paid to Downer Services in respect of
those Spotless Shares) be entitled to reduce the consideration
specified in section 7.1(c) and payable to it by the holders of the
Spotless Shares by an amount equal to the value of such Rights.
If Downer Services does not, or cannot, make such a reduction
and you receive the Rights then you must pay the amount of
those Rights to Downer Services.
If any non-cash Rights (which do not include franking credits) are
issued or made or arise or accrue after the Announcement Date
in respect of the Spotless Shares to the holders of the Spotless
Shares, Downer Services will (provided the same has not been
issued to Downer Services in respect of those Spotless Shares)
be entitled to reduce the consideration specified in section 7.1(c)
and payable by it to holders of the Spotless Shares by an amount
equal to the value (as reasonably assessed by Downer Services)
of such non-cash Rights.
7.10 Transferees
If, at any time during the Offer Period, another person is able to
give good title to some or all of your Spotless Shares, and that
person has not already accepted an offer in the form of this Offer
for those Spotless Shares, then that person may accept as if an
offer in the form of this Offer had been made to them in respect
of those Spotless Shares.
7.11 Defeating Conditions
This Offer and the contract resulting from acceptance of this
Offer are subject to the fulfilment of the Defeating Conditions
set out below. Under the terms of the Offer and the Corporations
Act, any or some of these conditions may be waived by
Downer Services.
If Downer Services decides that it will waive a condition, it will
announce that decision to ASX in accordance with section 650F
of the Corporations Act.
(a) Minimum acceptance condition
Before the end of the Offer Period, Downer Services has a
relevant interest in 90% or more (by number) of Spotless Shares
which are on issue or may be issued as a result of the exercise of
any LTI Options or LTI Rights on issue as at the Register Date.
(b) Public Authorities
(i) (Approval or consents) Before the end of
the Offer Period:
(A) Downer Services receives all Approvals which are
required by law or by any Public Authority to permit
the Offer to be made to and accepted by Spotless
Shareholders in all applicable jurisdictions (including
the OIO providing all necessary consents required
under the Overseas Investment Act 2005 (New
Zealand) and Overseas Investment Regulations 2005
(New Zealand) for Downer Services to complete the
acquisition of Spotless Shares in accordance with the
Offer) and any such Approvals being given on terms
and conditions which are usual for the granting of
such Approvals; and
(B) Downer Services receives all Approvals which are
required by law or by a Public Authority as a result of
the Offer or the successful acquisition of the Spotless
Shares and which are necessary for the continued
operation of the business of Spotless and its
subsidiaries or of any member of the Downer Group,
and in each case those Approvals, subject as set out
above, are on an unconditional basis and remain in
force in all respects and there is no notice, intimation or
indication of intention to revoke, suspend, restrict, modify
or not renew those Approvals.
(ii) (Regulatory action) During the Offer Period:
(A) there is not in effect any preliminary or final decision,
order or decree issued by a Public Authority;
(B) no action or investigation is instituted, or threatened
by any Public Authority with respect to Spotless or
any subsidiary of Spotless; or
(C) no application is made to any Public Authority (other
than an application by Downer Services or any
company within the Downer Group, an application
under section 657G of the Corporations Act or
an application commenced by a person specified
in section 659B(1) of the Corporations Act in
relation to the Offer),
in consequence of, or in conjunction with, the Offer, which
restrains, prohibits or impedes, or threatens to restrain,
prohibit or impede, or may otherwise materially adversely
impact upon, the making of the Offer or the completion of
any transaction contemplated by this Bidder’s Statement
(including implementing the intentions expressed in
section 2) or seeks to require the divestiture by Downer
Services of any Spotless Shares, or the divestiture of any
assets by Spotless or by any subsidiary of Spotless or by
any company within the Downer Group.
7. The Offer Terms (continued)

29 Downer EDI Limited
(c) No change of control triggers are exercised in respect of
the Spotless Debt Facilities
All persons who are parties to contracts relating to the
Spotless Debt Facilities and any document required in
connection with or ancillary to the Spotless Debt Facilities
provide all required consents to, and waivers and releases, as
applicable, in respect of their rights to:
(i) terminate, cancel or rescind such arrangements;
(ii) vary, amend or modify the terms of such arrangements;
(iii) exercise, enforce or accelerate the terms of payment
under such arrangements; or
(iv) benefit from the operation of a provision which
automatically gives effect to any of the above,
which arise as a direct or indirect result of the acquisition by
Downer Services of a relevant interest in Spotless Shares,
change of control of Spotless or the announcement of the
Offer including where any such right or effect is subject
to the satisfaction or failure of a contingency or condition,
one or more of the conditions to the Offer being waived, or
any time period has expired within which any such rights
may be exercised.
(d) Underwriting Agreement termination
The Underwriting Agreement is not terminated by the
Underwriter before the end of the Offer Period.
(e) No Spotless profit downgrade
Spotless does not make an announcement on ASX providing
revised earnings guidance which is lower in any respect than
the earnings guidance announced to ASX on 28 February
2017 in the 1H17 Results Announcement.
(f) No material acquisitions, disposals or significant events
Except for any proposed transaction publicly announced by
Spotless before the date of this Bidder’s Statement, none of
the following events occur during the period from that date
to the end of the Offer Period:
(i) Spotless, or any subsidiary of Spotless, acquires, offers
to acquire or agrees to acquire one or more companies
or assets (or an interest in one or more companies
or assets) for an amount in aggregate greater than
$100 million or makes an announcement about such
an acquisition;
(ii) Spotless, or any subsidiary of Spotless, disposes, offers
to dispose or agrees to dispose of, or creates, offers to
create or agrees to create an equity interest in, one or
more companies or assets (or an interest in one or more
companies or assets) for an amount in aggregate greater
than $100 million or makes an announcement about
such a disposal;
(iii) Spotless, or any subsidiary of Spotless, enters into, offers
to enter into or announces that it proposes to enter into
any joint venture or partnership involving a commitment
of greater than $100 million in aggregate, or makes an
announcement about such a commitment; or
(iv) Spotless, or any subsidiary of Spotless, incurs or commits
to, or grants to another person a right the exercise
of which would involve Spotless or any subsidiary
of Spotless incurring or committing to any capital
expenditure or liability for one or more related items
of greater than $100 million in aggregate or makes an
announcement about such a commitment.
(g) No Prescribed Occurrences
None of the following events happens during the period
beginning on the date the Bidder’s Statement is given to
Spotless and ending at the end of the Offer Period (each
event being a Prescribed Occurrence):
(i) Spotless converts all or any of its shares into a larger or
smaller number of shares;
(ii) Spotless or a subsidiary of Spotless resolves to reduce its
share capital in any way;
(iii) Spotless or a subsidiary of Spotless:
(A) enters into a buy-back agreement; or
(B) resolves to approve the terms of a buy-back
agreement under section 257C(1) or 257D(1) of the
Corporations Act;
(iv) Spotless or a subsidiary of Spotless issues shares, other
than Spotless Shares issued as a result of exercise
of Convertible Securities which are on issue at the
Register Date, or grants an option over its shares, or
agrees to make such an issue or grant such an option;
(v) Spotless or a subsidiary of Spotless issues, or agrees to
issue, convertible notes;
(vi) Spotless or a subsidiary of Spotless disposes, or agrees
to dispose, of the whole, or a substantial part, of its
business or property;
(vii) Spotless or a subsidiary of Spotless grants, or agrees to
grant, a security interest in the whole, or a substantial
part, of its business or property;
(viii) Spotless or a subsidiary of Spotless resolves
to be wound up;
(ix) a liquidator or provisional liquidator of Spotless or of a
subsidiary of Spotless is appointed;
(x) a court makes an order for the winding up of Spotless
or of a subsidiary of Spotless;
7. The Offer Terms (continued)

Bidder’s Statement 30
(xi) an administrator of Spotless, or of a subsidiary of
Spotless, is appointed under section 436A, 436B or
436C of the Corporations Act;
(xii) Spotless or a subsidiary of Spotless executes a deed of
company arrangement; or
(xiii) a receiver, or a receiver and manager, is appointed
in relation to the whole, or a substantial part, of the
property of Spotless or of a subsidiary of Spotless.
7.12 Separate Defeating Conditions for benefit
of Downer Services
Each Defeating Condition:
(a) must be construed as a separate condition; and
(b) subject to the Corporations Act, operates only for the benefit
of Downer Services and any breach or non-fulfilment of such
condition may be relied upon only by Downer Services which
may waive (generally or in respect of a particular event) the
breach or non-fulfilment of that condition.
7.13 Nature of Defeating Conditions
None of the Defeating Conditions prevents a contract to sell your
Spotless Shares resulting from your acceptance of this Offer but:
(a) breach of any of the Defeating Conditions entitles Downer
Services to rescind that contract by notice to you; and
(b) non-fulfilment of any of the Defeating Conditions at the
end of the Offer Period will have the consequences set out
in section 7.16.
7.14 Notice declaring Offer free of
Defeating Conditions
Subject to the Corporations Act, Downer Services may declare
this Offer and any contract resulting from acceptance of this
Offer free from any of the Defeating Conditions by giving written
notice to Spotless:
(a) in the case of the Defeating Conditions in section 7.11(g),
not later than three business days after the end of the
Offer Period; and
(b) in the case of all other Defeating Conditions, not less than
seven days before the last day of the Offer Period.
7.15 Notice of status of Defeating Conditions
The date for giving the notice on the status of the Defeating
Conditions as required by section 630(1) of the Corporations Act
is [•] (subject to extension in accordance with the Corporations
Act if the Offer Period is extended).
7.16 Contract void if Defeating
Conditions not fulfilled
Your acceptance or the contract resulting from your acceptance
of this Offer is void if:
(a) at the end of the Offer Period any of the Defeating Conditions
in section 7.11 is not fulfilled; and
(b) Downer Services has not declared this Offer and any
contract resulting from the acceptance of it free of that
Defeating Condition in accordance with section 7.14.
7.17 Payment of consideration
(a) When will Downer Services pay you?
Subject to this section 7.17 and the Corporations Act, if
you accept this Offer, Downer Services will pay you the
consideration for your Spotless Shares to which Downer
Services acquires good title on or before the earlier of:
(i) the day one month after you accept this Offer or, if this
Offer is subject to a Defeating Condition when accepted,
one month after the contract resulting from your
acceptance becomes unconditional; and
(ii) the day 21 days after the end of the Offer Period.
(b) Acceptance Form requires additional documents
Where documents are required to be given to Downer
Services with your acceptance to enable Downer Services
to become the holder of your Spotless Shares (such as a
power of attorney):
(i) if the documents are given with your acceptance, Downer
Services will pay you in accordance with section 7.17(a);
(ii) if the documents are given after your acceptance and
before the end of the Offer Period while the Offer is
subject to a Defeating Condition, Downer Services will
pay you the consideration by the end of whichever of the
following periods ends first:
(A) one month after the contract resulting from your
acceptance becomes unconditional; and
(B) 21 days after the end of the Offer Period; or
(iii) if the documents are given after your acceptance and
before the end of the Offer Period while the Offer is no
longer subject to a Defeating Condition, Downer Services
will pay you the consideration by the end of whichever of
the following periods ends first:
(A) one month after Downer Services is given
the documents; and
(B) 21 days after the end of the Offer Period.
7. The Offer Terms (continued)

31 Downer EDI Limited
(c) Delivery of consideration
Subject to the Corporations Act, Downer Services will
send cheques for the cash payment due to you at your
risk by pre-paid ordinary mail, or in the case of an address
outside Australia by airmail, to the address shown in the
Acceptance Form.
(d) Non-Australian residents
If, at the time of acceptance of this Offer, any authority or
clearance of a Public Authority is required for you to receive
any consideration under this Offer or you are resident in or
a resident of a place, or you are a person to whom any law
(including any regulations) of Australia that would make it
unlawful for Downer Services to provide consideration for
your Spotless Shares (for example, The Banking (Foreign
Exchange) Regulations 1959 (Cth), and Part 4 of the Charter
of the United Nations Act 1945 (Cth) and any regulations
under that act), then acceptance of this Offer will not create
or transfer to you any right (contractual or contingent)
to receive the consideration specified in this Offer unless
and until all requisite authorities or clearances have been
obtained by Downer Services.
7.18 Return of documents
If this Offer does not become unconditional or any contract
arising from this Offer is rescinded by Downer Services on the
grounds of a breach of a condition of that contract, Downer
Services will, at its election, either return by post to you at
the address shown on the Acceptance Form and any other
documents sent with it by you, or destroy those documents
and notify the ASX of this.
7.19 Rights
If Downer Services becomes entitled to any Rights as a result
of your acceptance of this Offer, it may require you to give to
Downer Services all documents necessary to vest title to those
Rights in Downer Services. If you do not give those documents
to Downer Services, or if you have received or are entitled to
receive (or any previous holder of your Spotless Shares has
received or is entitled to receive) the benefit of those Rights,
Downer Services may deduct the amount (or value as reasonably
assessed by Downer Services) of such Rights (excluding the
value of any franking credit) from any consideration otherwise
payable to you. If Downer Services does not, or cannot, make
such a deduction, you must pay that amount to Downer Services.
7.20 Costs and stamp duty
(a) Downer Services will pay all costs and expenses of the
preparation and circulation of the Offer and any stamp
duty payable on the transfer of any Spotless Shares to
Downer Services.
(b) If your Spotless Shares are registered in an Issuer Sponsored
Holding in your name and you deliver them directly to
Downer Services you will not incur any brokerage in
connection with your acceptance of this Offer.
7.21 Offerees
(a) Registered holders
Downer Services is making an offer in the form of this Offer to:
(i) each holder of Spotless Shares registered in the register
of members of Spotless at the Register Date; and
(ii) each person who, during the period from the Register
Date to the end of the Offer Period, becomes registered
or entitled to be registered as the holder of Spotless
Shares (whether or not they are registered or entitled to
be registered as the holder of other Spotless Shares) due
to the conversion of, or exercise of rights attached to,
other securities convertible into Spotless Shares that are
on issue at the Register Date.
(b) Transferees
This Offer extends to any person who is able during the Offer
Period to give good title to a parcel of your Spotless Shares.
That person may accept as if an offer on terms identical to
this Offer had been made to them for those Spotless Shares.
(c) Trustees and nominees
If, during the Offer Period and before you accept the Offer,
your Spotless Shares consist of two or more separate parcels
within the meaning of section 653B of the Corporations
Act (for example, because you are a trustee or nominee
for several distinct beneficial owners), section 653B of the
Corporations Act will apply so that:
(i) Downer Services is taken to have made a separate Offer
to you for each separate parcel of Spotless Shares; and
(ii) acceptance by you of the Offer for any distinct parcel of
Spotless Shares is ineffective unless:
(A) you give Downer Services notice in accordance with
section 7.21(d) stating that your Spotless Shares
consist of separate parcels; and
(B) your acceptance specifies the number of Spotless
Shares in each separate parcel to which the
acceptance relates.
(d) Notices by Trustees and Nominees
The notice required under section 7.21(c)(ii)(A):
(i) if it relates to Spotless Shares not in a CHESS Holding,
must be in writing; or
(ii) if it relates to Spotless Shares in a CHESS Holding,
must be in an electronic form approved under the ASX
Settlement Operating Rules for the purposes of Part 6.8
of the Corporations Act.
7. The Offer Terms (continued)

Bidder’s Statement 32
(e) Spotless Shares subject to Spotless transfer restrictions
If at any time during the Offer Period some of your Spotless
Shares are subject to transfer restrictions imposed by
Spotless (for example, because you hold some of your
Spotless Shares under an employee incentive plan), then
you may accept as if a separate offer in the form of this Offer
had been made in relation to the balance of your Spotless
Shares. Acceptance for the balance of your Spotless Shares
is ineffective unless you give Downer Services notice
stating the number of your Spotless Shares that are subject
to a transfer restriction and explaining the nature of the
restriction, and your acceptance specifies the balance of
your Spotless Shares.
(f) Withholding required by law
If any amount (Withholding Amount) is determined by
Downer Services as being required under any law to be:
(i) withheld from any consideration otherwise payable to
you under this Offer and paid to a Public Authority; or
(ii) retained by Downer Services out of any consideration
otherwise payable to you under this Offer,
Downer Services may withhold or retain the Withholding
Amount and the withholding or retention by Downer Services
of the Withholding Amount (as applicable) will constitute
full discharge of Downer Services’ obligation to pay the
consideration to you to the extent of the Withholding Amount.
7.22 Variation and withdrawal of Offer
(a) Variation
Downer Services may vary this Offer in accordance with the
Corporations Act.
(b) Withdrawal
In accordance with section 652B of the Corporations Act,
Downer Services may withdraw this Offer with the written
consent of ASIC and subject to the conditions (if any) which
apply to that consent.
7.23 Notices
(a) Any notices to be given by Downer Services to Spotless
under the Offer may be given to Spotless by leaving them
at, or sending them by pre-paid ordinary post to, the
registered office of Spotless or by sending them by facsimile
transmission to Spotless at its registered office.
(b) Any notices to be given to Downer Services by you or
by Spotless under the Offer may be given to Downer
Services by leaving them at or sending them by pre-paid
ordinary post to Spotless at the address specified on the
Acceptance Form.
(c) Any notices to be given by Downer Services to you under
the Offer may be given to you by sending them by pre-
paid ordinary post or courier, or if your address is outside
Australia, by prepaid airmail or courier, to your address as
shown in the share register of Spotless.
7.24 Additional copies of Offer documents
If, for the purposes of accepting the Offer, you require additional
copies of this Bidder’s Statement and the Acceptance Form,
please call the Offer Information Line on 1300 048 144 (from
within Australia) or +61 3 9415 4662 (from outside Australia) to
request these copies.
7.25 Governing law
This Offer and any contract resulting from acceptance of it are
governed by the law in force in New South Wales.
7. The Offer Terms (continued)

33 Downer EDI Limited
8.1 Definitions
The following definitions apply in interpreting this Bidder’s
Statement and the Acceptance Form, except where the context
makes it clear that a definition is not intended to apply:
1H16 means the six months to 31 December 2015.
1H17 means the six months to 31 December 2016.
1H17 Investor Presentation means Spotless’ Investor
Presentation in respect of the 1H17 Results, as released to
ASX on 28 February 2017.
1H17 Results means Spotless’ Appendix 4D and 1H17 Financial
Report disclosing the financial results in respect of 1H17, as
released to ASX on 28 February 2017.
1H17 Results Announcement means Spotless’ ASX
announcement of the 1H17 Results, as released to ASX on 28
February 2017.
2016 Annual Report means Spotless’ 2016 Annual Report dated
20 September 2016.
2H17 means the six months to 30 June 2017.
ACCC means the Australian Competition and
Consumer Commission.
Acceptance Form means the form with that title that
accompanies this Bidder’s Statement.
Agent means the agent appointed for the purposes of the
New Loan Facility.
Announcement Date means 21 March 2017.
Approval means a licence, authority, consent, approval, order,
exemption, waiver, ruling or decision.
ASIC means the Australian Securities and
Investments Commission.
ASX Settlement means ASX Settlement Pty Limited (ABN
49 008 504 532).
ASX Settlement Operating Rules means the operating rules of
ASX Settlement.
ASX means ASX Limited (ABN 98 008 624 691) or, as the
context requires, the financial market operated by it.
ASX Listing Rules means the listing rules of ASX.
Bidder’s Statement means this Replacement Bidder’s
Statement dated Monday, 10 April 2017, being the statement
made by Downer Services under Part 6.5 Division 2 of the
Corporations Act relating to the Offer, as amended by ASIC
Class Order [CO 13/528] and the additional relief described
in section 6.6.
Broker means a person who is a share broker and
participant in CHESS.
Certain Funds Period has the meaning given to it in
section 3.2(a).
CHESS means the Clearing House Electronic Subregister
System operated by ASX Settlement, which provides for the
electronic transfer, settlement and registration of securities.
CHESS Holding means a holding of shares on the CHESS
Subregister of Spotless.
CHESS Subregister has the meaning set out in the ASX
Settlement Operating Rules.
CHI-X means CHI-X Australia Pty Limited (ABN 47 129 584 667)
or, as the context requires, the financial market operated by it.
Class Action means the representative proceeding against
Spotless filed in the Federal Court of Australia, as described in
Spotless’ ASX Announcement “Class action pending against
Spotless” dated 24 February 2017.
Commitment Letter has the meaning given to it in
section 3.2(a).
Common Terms Deed Poll has the meaning given to it in
section 3.2(a).
Controlling Participant has the meaning set out in the ASX
Settlement Operating Rules.
Convertible Security means a security which will convert, or
may be converted, to a Spotless Share, or confers rights to be
issued a Spotless Share, and includes an LTI Award.
Corporations Act means the Corporations Act 2001 (Cth) as
modified by any relevant exemption or declaration by ASIC.
Defeating Condition means each condition or part thereof (as
applicable) as set out in section 7.11.
Downer means Downer EDI Limited ACN 003 872 848.
Downer Finance means Downer Group Finance Pty Limited
ACN 072 473 913.
Downer Group means Downer and its related bodies corporate.
Downer Services means Downer EDI Services Pty Ltd
ACN 137 732 042.
Downer Share means a fully paid ordinary share in Downer.
EC&M has the meaning given to it in section 1.2.
Eligible Spotless Shareholders has the meaning given to it
in section 6.10.
Encumbrance means:
(a) a security interest;
8. Definitions and Interpretation

Bidder’s Statement 34
(b) an easement, restrictive covenant, caveat or similar
restriction over property;
(c) any other interest or arrangement of any kind that
in substance secures the payment of money or the
performance of an obligation, or that gives a creditor
priority over unsecured creditors in relation to any property
(including a right to set off or withhold payment of a deposit
or other money);
(d) a right of any person to purchase, occupy or use an asset
(including under an option, agreement to purchase, licence,
lease or hire purchase);
(e) any other thing that prevents, restricts or delays the
exercise of a right over property, the use of property or the
registration of an interest in or dealing with property; or
(f) an agreement to create anything referred to above or to allow
any of them to exist.
Entitlement Offer means the accelerated pro rata entitlement
offer of shares in Downer with retail rights trading to raise
approximately $1 billion.
Entitlement Offer Information Documents means the
materials disclosed to ASX in relation to the documents issued
or published by or on behalf of Downer in respect of the
Entitlement Offer.
Entitlement Offer Price has the meaning given to it in
section 3.2(b).
Facility has the meaning given to it in section 6.10.
Financiers means each MLAUB.
First Supplementary Bidder’s Statement means the
supplementary bidder’s statement dated Monday, 10 April 2017
and lodged with ASIC on that date.
GST has the same meaning as in A New Tax System (Goods and
Services Tax) Act 1999 (Cth).
Holdings Facility has the meaning given to it in section 3.3.
Institutional Entitlement Offer has the meaning given to it in
section 3.2(b).
Intercompany Facility has the meaning given to it in
section 3.2(c).
Issuer Sponsored Holding means a holding of Spotless Shares
on Spotless’ issuer sponsored subregister.
LTI Awards means the LTI Options and LTI Rights which are on
issue at the Register Date.
LT I O p t i o n means an option to be issued a Spotless share
granted under the LTI Plan.
LTI Plan means the Spotless Executive Incentive Plan
established by Spotless under which Spotless Shares, LTI
Options and LTI Rights are granted for the benefit of certain
senior executives of Spotless.
LTI Plan Rules means LTI Plan Spotless Executive Incentive Plan
released by Spotless to ASX on 23 May 2014.
LTI Right means a performance right to acquire a Spotless Share
granted under the LTI Plan.
Maximum Cash Consideration has the meaning given to it
in section 3.1.
MLAUBs means BNP Paribas, Sydney Branch, Mizuho
Bank, Ltd., Sydney Branch and UBS AG, Australia Branch,
each being a MLAUB.
New Loan Facility has the meaning given to it in section 3.2.
N PAT means net profit after tax.
NZCC means the New Zealand Commerce Commission.
Offer means the offer as set out in section 7 of this Bidder’s
Statement (or, if the context so requires, section 7 of this Bidder’s
Statement itself) and includes a reference to that offer as varied
in accordance with the Corporations Act.
Offer Price means $1.15 cash per Spotless Share.
Offer Period means the period referred to in section 7.2 of this
Bidder’s Statement.
Offers means the Offer and each of the other offers made on
the same terms for Spotless Shares and includes a reference to
those offers as varied in accordance with the Corporations Act.
OIO means the New Zealand Overseas Investment Office.
Original Bidder’s Statement means the Bidder’s Statement
dated 21 March 2017 and lodged with ASIC on that date.
Prescribed Occurrence has the meaning given to it in
section 7.11(g).
Public Authority means any government or any governmental,
semi-governmental, administrative, statutory or judicial entity,
authority or agency, whether in Australia or elsewhere, including
the ACCC and the NZCC (but excluding the Takeovers Panel,
ASIC and any court that hears or determines proceedings
under section 657G or proceedings commenced by a person
specified in section 659B(1) of the Corporations Act in relation
to the Offer). It also includes any self-regulatory organisation
established under statute or any stock exchange.
Register Date means 7:00pm (Sydney time) on 22 March 2017,
being the date set by Downer Services under section 633(2) of
the Corporations Act.
Retail Entitlement Offer has the meaning given to it in
section 3.2(b).
8. Definitions and Interpretations (continued)

35 Downer EDI Limited
Rights means all accretions and rights attaching to Spotless
Shares after 22 March 2017 (including all rights to receive
dividends and other distributions declared or paid and to receive
or subscribe for shares, notes or options issued by Spotless).
S&P ASX200 index means the index of that name published
by Standard & Poor’s (or any successor of or replacement
for that index).
Spotless means Spotless Group Holdings Limited
ACN 154 229 562.
Spotless Board means the board of directors of Spotless.
Spotless Debt Facilities has the meaning given to it in
section 2.3(c).
Spotless Prospectus means the prospectus issued by Spotless
and dated 28 April 2014.
Spotless Share means a fully paid ordinary share in Spotless.
Spotless Shareholder means a holder of Spotless Shares.
Takeover Transferee Holding means the CHESS Holding
to which Spotless Shares are to be transferred after
acceptance of the Offer.
Target Replacement Facility Agreement has the meaning
given to it in section 2.3(c)(ii).
Underwriter means UBS AG, Australia branch.
Underwriting Agreement means the underwriting agreement
between Downer and the Underwriter in respect of the
Entitlement Offer.
VWAP means volume weighted average price, calculated as
the cumulative value traded on ASX and CHI-X divided by
cumulative volume traded on ASX and CHI-X.
Withdrawal has the meaning given in section 6.11.
your Spotless Shares means, subject to section 7.21,
the Spotless Shares:
(a) of which you are registered or entitled to be registered as
the holder in the register of members of Spotless at the
Register Date and any new Spotless Shares of which you are
registered or entitled to be registered as the holder on the
register of members of Spotless from the Register Date to
the end of the Offer Period as a result of the conversion of, or
exercise of rights attached to, LTI Awards and in respect of
which no other person becomes registered or entitled to be
registered as a holder before you accept the Offer; and
(b) any other Spotless Shares, to which you are able to give good
title at the time you accept this Offer during the Offer Period.
8.2 Interpretation
(a) Words and phrases which are defined by the Corporations
Act have the same meaning in this Bidder’s Statement and
the Acceptance Form and, if a special meaning is given for
the purposes of Chapter 6 or 6A or a provision of Chapter 6
or 6A of the Corporations Act, have that special meaning.
(b) Words defined in the ASX Settlement Operating Rules have
the same meaning where used in section 6.11, unless the
context requires otherwise.
(c) Headings are for convenience only and do not affect
interpretation.
(d) The following rules also apply in interpreting this Bidder’s
Statement and the Acceptance Form, except where the
context makes it clear that a rule is not intended to apply:
(i) a singular word includes the plural, and vice versa;
(ii) a word which suggests one gender includes
the other genders;
(iii) if a word is defined, another part of speech has a
corresponding meaning;
(iv) unless otherwise stated references in this Bidder’s
Statement to sections, paragraphs and sub-paragraphs
are to sections, paragraphs and sub-paragraphs of this
Bidder’s Statement;
(v) a reference to a person includes a body corporate;
(vi) a reference to $ is to the lawful currency in Australia
unless otherwise stated; and
(vii) appendices to this Bidder’s Statement form part of it.
8. Definitions and Interpretations (continued)

Bidder’s Statement 36
Dated 10 April 2017
This Bidder’s Statement has been approved by a resolution of the directors of Downer EDI Services Pty Ltd.
Signed on behalf of Downer EDI Services Pty Ltd:
Peter Tompkins
Director

37 Downer EDI Limited
The Underwriting Agreement sets out the terms and conditions
between Downer and the Underwriter pursuant to which
the Underwriter has agreed to manage and underwrite the
Entitlement Offer.
If certain conditions are not satisfied or certain events occur, the
Underwriter may terminate the Underwriting Agreement. This
includes where:
(a) (Regulatory action) regulatory action or investigation is
commenced or otherwise undertaken by ASIC in relation
to the Entitlement Offer or the materials disclosed to ASX
in relation to the documents issued or published by or
on behalf of Downer in respect of the Entitlement Offer
(Entitlement Offer Information Documents);
(b) (Unable to issue new shares under the Entitlement
Offer) Downer is prevented from issuing the new shares
under the Entitlement Offer within the timeframe prescribed
by the Underwriting Agreement, the Listing Rules,
applicable laws, an order of a court of competent jurisdiction
or a government agency;
(c) (ASX approval) unconditional approval (or conditional
approval, provided such condition would not, in the
reasonable opinion of the Underwriter, have a material
adverse effect on the Entitlement Offer) by ASX for the
official quotation of:
(i) all Downer Shares to be issued under the
Entitlement Offer; or
(ii) the entitlements to Downer Shares issued under the
Retail Entitlement Offer,
is not granted by the dates prescribed in the Underwriting
Agreement, or ASX makes an official statement that it does
not intend to grant official quotation for any or all of the new
Downer Shares to be issued or entitlements to new Downer
Shares under the Entitlement Offer;
(d) (Certificate) a certificate which is required to be furnished
by Downer under the Underwriting Agreement is not
furnished when required or a statement in that certificate is
untrue, incorrect or misleading and deceptive;
(e) (Timetable) any event specified in the timetable in the
Underwriting Agreement is delayed for more than one
Business Day (in respect of the Institutional Entitlement
Offer) and for more than two Business Days (in respect
of the Retail Entitlement Offer) without the prior written
approval of the Underwriter;
(f) (Listing) Downer ceases to be admitted to the official list
of ASX or Downer Shares are suspended from trading on,
or cease to be quoted on, ASX (other than a trading halt
requested by Downer for the purposes of conducting the
institutional component of the Entitlement Offer);
(g) (Director) a director of Downer is charged with an
indictable offence, is disqualified from managing a
corporation under the Corporations Act, or regulatory
action is taken (or proposed to be taken as announced by
a regulatory authority) in respect of a director of Downer;
(h) (Insolvency) Downer or a prescribed member of the
Downer Group is insolvent or there is an action or omission
which is likely to result in Downer or such member of the
Downer Group becoming insolvent;
(i) (Offer) the Offer is varied or deemed to be varied to change
the consideration payable or the Offer is withdrawn or the
period for the Offer ends without the Offer being declared
free from all conditions to which it is subject or those
conditions to which it is subject being fulfilled;
(j) (Debt Documents) a condition to certain debt documents
entered into in connection with the Offer is not capable of
being satisfied within the time allowed for satisfaction, or
the debt documents are terminated, rendered void, voidable,
illegal or otherwise unenforceable;
(k) (Defective Cleansing Notice) any cleansing notice issued
by Downer in accordance with the Corporations Act with
respect to the Entitlement Offer becomes defective, or any
amendment or update to a cleansing notice is issued or
required to be issued under the Corporations Act where (in
either case) such notice is adverse from the point of view
of an investor;
(l) (Disruption in financial markets) an event occurs
which makes it impossible or impracticable to settle
the Entitlement Offer or allot and issue the securities in
accordance with the Underwriting Agreement; or
(m) (Events which may impact the Entitlement Offer in a
material respect) any of the following events occur:
(i) (Entitlement Offer Information Documents) any of
the Entitlement Offer Information Documents contain
(whether by omission or otherwise) any statement
which is false, misleading or deceptive or are otherwise
misleading or deceptive or likely to mislead or deceive
(whether by content or omission of information);
(ii) (Misrepresentation) a representation or warranty
made or given by Downer under the Underwriting
Agreement proves to be, or has been, or becomes,
untrue or incorrect;
(iii) (Change in law) there is a change in law, regulation
or government policy;
(iv) (Breach) Downer fails to perform or observe any of
its obligations under the Underwriting Agreement;
Annexure A: Underwriting Agreement –
Termination Events

Bidder’s Statement 38
(v) (Unauthorised alterations) Downer alters its capital
structure or constitution without the prior consent of
the Underwriter;
(vi) (Hostilities) hostilities not existing at the date of this
agreement commencing, involving either Australia or
the United States of America, or a national emergency
being declared by either of those countries; or
(vii) (Change in directors or management) there is a
change (other than a change which has been disclosed
prior to the date of the Underwriting Agreement) in
Downer’s Board of directors or the position of Chief
Executive Officer or Chief Financial Officer of Downer,
and such event has, or is likely to have, a material adverse
effect on the success of the Entitlement Offer or settlement
of the Entitlement Offer or the ability of the Underwriter
to market or promote or settle the Entitlement Offer, or
there is a reasonable possibility that the event will lead to
the Underwriter being involved in a contravention of an
applicable law or incurring a liability under an applicable law
as a result of that event.
Annexure A: Underwriting Agreement – Termination Events (continued)

39 Downer EDI Limited
Annexure B: Acquisitions of Spotless Shares during
the last four months (Annexure to Section 6.3)
DatePrice ($) paid per
Spotless Share
Number of Spotless
Shares acquired
Total consideration
paid ($)
20 March 20170.705091,75864,689
20 March 20170.70757,1985,093
20 March 20170.7100279,168198,209
20 March 20170.712522,19415,813
20 March 20170.7150621,378444,285
20 March 20170.71753,5942,579
20 March 20170.7200506,474364,661
1,531,7641,095,330

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WEBSITE
Corporate information and the Downer Annual
Report can be found via Downer’s website at
www.downergroup.com
DOWNER OFFER INFORMATION LINE
1300 048 149 (within Australia)
+61 3 9415 4275 (outside Australia)
Open between 8:30am and 5:00pm (Sydney
time) on Monday to Friday during the Retail
Entitlement Offer period.