DOWNER EDI LIMITED — M&A Activity 2020

Oct 6, 2020

1800 DOWNER www.downergroup.com

NOT FOR DISTRIB NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES UTION OR RELEASE IN THE UNITED STATES

Downer EDI Limited ABN 97 003 872 848

Triniti Business Campus 39 Delhi Road North Ryde NSW 2113

Media/ASX and NZX Release

7 October 2020

COMPLETION OF COMPULSORY ACQUISITION OF SPOTLESS

Downer EDI Limited ( "Downer ") refers to its unconditional takeover offer ( "Offer" ) for Spotless Group Holdings Limited ( "Spotless" )[1] which closed at 7.00pm (Sydney time) on 21 September 2020.

As previously announced to the ASX, Downer commenced the process to compulsorily acquire the Spotless shares on 25 August 2020, having become entitled to do so following the Offer.

Downer is pleased to announce that the compulsory acquisition process has completed and the remaining shares in Spotless have been acquired by Downer.

Authorised for release by Downer’s Chief Executive Officer, Grant Fenn.

For further information please contact:

Michael Sharp, Group Head of Corporate Affairs and Investor Relations

+61 439 470 145

About Downer

Downer is the leading provider of integrated services in Australia and New Zealand and customers are at the heart of everything it does. It exists to create and sustain the modern environment and its promise is to work closely with its customers to help them succeed, using world-leading insights and solutions to design, build and sustain assets, infrastructure and facilities. For more information visit www.downergroup.com

1 Downer's takeover offer dated 20 August 2020 through its wholly-owned subsidiary Downer EDI Services Pty Ltd ( "Downer Services" ) for all of the issued shares in Spotless Group Holdings Limited that it and its related bodies corporate do not already own.

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