INSTITUTIONAL & RETAIL ENTITLEMENT OFFER

On Tuesday 21 March 2017 Downer EDI Limited ("Downer") announced an offer to acquire all the issued shares in Spotless Group Holdings Ltd. To fund this, Downer announced a fully underwritten 2 for 5 accelerated renounceable entitlement offer ("Entitlement Offer") to raise approximately $1,011 million.

Today Downer announced the completion of the institutional component of the Entitlement Offer, raising approximately $757 million ("Institutional Entitlement Offer") with approximately 66 percent of entitlements being taken up by eligible institutional shareholders.

Approximately 44 million entitlements not taken up by eligible and ineligible institutional shareholders were offered for sale in the institutional bookbuild, which was conducted on 22 and 23 March 2017 ("Institutional Bookbuild").

As the Institutional Bookbuild did not clear the Entitlement Offer price of $5.95 there will be no proceeds available for distribution.

The retail component of the Entitlement Offer (Retail Entitlement Offer) is expected to raise approximately $254 million. Eligible retail shareholders will be invited to participate in the Retail Entitlement Offer at the same offer price and offer ratio as the Institutional Entitlement Offer. The Retail Entitlement Offer will open at 9.00am (Sydney time) on Thursday, 30 March 2017 and close at 5.00pm (Sydney time) on Tuesday, 11 April 2017.

For further information, please see www.downerentitlementoffer.com