For personal use only Australian S tock Exchange Limited 4 th Floor - PDF document

27 March, 2008 Company Announcements Office For personal use only Australian S tock Exchange Limited 4 th Floor 20 Bridge S treet S YDNEY NS W 2000 PRESENTATION OF SPOTLESS GROUP LIMITED TAKEOVER OFFER FOR PROGRAMMED MAINTENANCE SERVICES LIMITED Any enquiries should be directed to Mr. Rowan Wilkie on +61 3 9269 7303 or +61 418 577 956 S potless Group Limited 77 004 376 514 350 Queen S treet Melbourne Vict oria 3000 Australia www.spotless.com.au T +61 3 9269 7600 F +61 3 9269 7712

For personal use only Spotless’ Offer to acquire Programmed Maintenance Services: Creating a leading Australasian services business 27 March 2008

Agenda For personal use only #1 #1 Transaction highlights Highly attractive offer for Programmed shareholders #2 #2 Strategic rationale #3 #3 Overview of the Merged Group #4 #4 #5 Funding arrangements #5 Timetable #6 #6 #7 Conclusion #7 1 1 1 1

For personal use only Transaction highlights #1 #1

#1 Transaction highlights #1 For personal use only � Spotless Offer to acquire all the shares in Programmed, which it does not already own with the Offer valued at $6.11 1 per share (the Offer ) All Share Alternative – 1.620 Spotless shares per Programmed share; or − Majority Share Alternative – $1.50 in cash plus 1.223 Spotless shares per Programmed share; or − Maximum Cash Alternative – $3.00 in cash plus 0.825 Spotless shares per Programmed share − � Compelling offer to Programmed shareholders 34.6% premium to Programmed’s closing price prior to announcement on 26 March 2008 − Implied March 2008E P/E multiple of 17.9x 2 and EBIT multiple of 12.8x 2 − � Opportunity for Programmed shareholders to participate in the potential upside of Merged Group � Will create a leading provider of facility services within Australia and New Zealand Improved long term growth profile − Increased operational economies of scale − Significant management and administrative efficiencies − Strengthened capital base for further growth − � Spotless to have a pro forma market capitalisation of approximately $1.25 billion post acquisition 3 , strengthening its position in the S&P/ASX 200 � Expected annual pre-tax synergies of approximately $18 million per annum in year 2 � Spotless has a relevant interest in shares totalling 13.2% of Programmed’s issued capital that includes an interest of 10.3% pursuant to pre-bid acceptance agreements entered into with some of Programmed’s largest shareholders, indicating their support for the Offer 1. Offer value based on Spotless Volume Weighted Average Price (VWAP) of $3.77 for the 10 trading days up to and including 26 March 2008 2. Based on median of broker estimates for Programmed’s earnings for the 12 months to 31 March 2008 as sourced from IBES (26 March 2008); median NPAT of $31.1 million, median EBIT of $59.6 million 3 3 3 3 3. Assuming all Programmed shareholders elect to receive their Offer consideration under the Majority Share Alternative and Spotless' VWAP of $3.77 for the 10 trading days up to and including 26 March 2008.

#1 Overview of Programmed #1 For personal use only Programmed is a provider of property maintenance, asset management, workforce and marine services, � managing buildings in the private and public sector throughout Australia, New Zealand and the United Kingdom Following the acquisition of Integrated Group Limited in May 2007, Programmed now provides workforce � services to clients in various industries through its recruitment, labour hire and managed workforce services Segment Contribution Key brands Painting – Maintenance painting programs, specialised surface preparations and finishes, Segment Revenue FY2007 � shut down and difficult access projects, heavy duty protective coatings and graffiti removal Technical Maintenance Industrial Services 3% 4% Property Corporate Imaging – Project management and multi site projects, building identification � Maintenance and way-finding signage, re-image artwork and web based image management Marine Property Building Services – Building related trades services, building condition and compliance 15% � Maintenance audits, preventative maintenance programs, refurbishments and capital upgrades 36% Workforce 42% Industrial Services – Sewerage, drainage, automated high pressure cleaning and jetting, � inspections of underground assets, non-destructive digging and waste collection Asset Technical Maintenance – Contract engineering, maintenance and project management � Management Facilities and Infrastructure Management – Catering, cleaning, security, logistics, � Segment EBIT FY2007 grounds and waste management, building services and civil works Technical Maintenance Industrial Services 4% 5% Temporary and Permanent Recruitment – Recruitment services from provision of a � Marine single staff member to complete workforce and contract management in support services 13% Property Workforce Managed Labour – Manning, project management and logistic solutions � Maintenance Workforce Marine Services – Managed labour, contract management, vessel management, 59% � 19% specialist marine services, harbour services and support services 4 4 4 4 Source: Programmed company announcements, Programmed investor presentations (12 February 2007 and 28 November 2007)

For personal use only Highly attractive offer for #2 #2 Programmed shareholders

#2 Highlights of the Offer #2 For personal use only Spotless Group Limited ( Spotless ) intends to make an off-market takeover bid for Programmed Transaction Maintenance Services Limited ( Programmed ) (the Offer ) Programmed shareholders can choose to receive their Offer consideration from one of three alternatives 1) All Share Alternative – 1.620 Spotless shares per Programmed share; or 2) Majority Share Alternative – $1.50 in cash plus 1.223 Spotless shares per Programmed share; or Offer 3) Maximum Cash Alternative – $3.00 in cash plus 0.825 Spotless shares per Programmed share consideration Under each of these alternatives, the Offer is valued at $6.11, based on Spotless' VWAP of $3.77 for the 10 trading days up to and including 26 March 2008 Spotless has a total relevant interest totalling 13.2% of Programmed’s issued capital 1) 2.9% in direct beneficial ownership of Programmed shares Status 2) 10.3% pursuant to pre-bid acceptance agreements with some of Programmed’s largest shareholders Equity value ~$556 million 1 Total Offer 1) value Enterprise value ~$760 million 2 2) 1) By the end of the Offer Period, Spotless and its Associates together have a Relevant Interest in Key Offer more than 90% of the Programmed shares on issue conditions 2) Other conditions are detailed in the accompanying ASX announcement 1. Assumes 90.0 million ordinary Programmed shares on issue, plus 1.0 million performance options and performance rights at a value of $6.11 per Programmed share 6 6 6 6 2. Assumes net debt position of $204 million as at 30 September 2007 as reported in Programmed interim results

#2 Significant premium for Programmed #2 shareholders For personal use only The Offer is valued at $6.11 1 per share and represents a 34.6% premium to Programmed’s closing price as at 26 March 2008 Value of Spotless' Offer $6.11 Premium 34.6% Premium 36.7% Premium 36.7% $ 6.11 $ 4.54 $ 4.47 $ 4.47 Value of Spotless' Offer¹ Programmed closing price on Programmed 10 day VWAP Programmed 1 month VWAP 26 March 2008 7 7 7 7 1. Based on Spotless Volume Weighted Average Price (VWAP) of $3.77 for the 10 trading days up to and including 26 March 2008.

#2 Significant premium to #2 Programmed’s trading multiples For personal use only The Offer implies an equity value of $556 million 1 and an enterprise value of $760 million 2 representing a � significant premium to Programmed shareholders Implied March 2008 P/E multiple of 17.9x and March 2008 EV/EBIT multiple of 12.8x represent significant � premia to Programmed’s trading multiples prior to the Offer 3 P / E 2008E EV / EBIT 2008E 17.9 x 12.8 x 13.3 x 10.4 x Spotless Offer Multiple Programmed trading multiple Spotless Offer Multiple Programmed trading multiple based on closing price of $4.54 based on closing price of $4.54 (26 March 2008) (26 March 2008) 1. Assumes 90.0 million ordinary Programmed shares on issue, plus 1.0 million performance options and performance rights at a value of $6.11 per Programmed share 2. Assumes net debt position of $204 million as at 30 September 2007 as reported in Programmed interim results. 8 8 8 8 3. Based on median of broker estimates for Programmed’s earnings for the 12 months to 31 March 2008 as sourced from IBES (26 March 2008); median NPAT of $31.1 million, median EBIT of $59.6 million

For personal use only Strategic rationale #3 #3