DOWNER EDI LIMITED — Major Shareholding Notification 2007

Oct 31, 2007

Form 603

Corporations Law

Section 671B

Notice of initial substantial holder

To Company Name/Scheme Downer EDI ACN/ARSN 003 872 848

1. Details of substantial holder (1)

Name SCHRODER INVESTMENT MANAGEMENT AUSTRALIA LIMITED ACN / ARSN (if applicable) 22 000 443 274

The holder became a substantial holder on 26/10/2007

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

To Company Name/Scheme Downer EDI ACN/ARSN 003 872848 1. Details of substantial holder (1) Name SCHRODER INVESTMENT MANAGEMENT AUSTRALIA LIMITED ACN / ARSN (if applicable) 22000443274 The holder became a substantial holder on 26/10/2007 2. Details of voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:	To Company Name/Scheme Downer EDI ACN/ARSN 003 872848 1. Details of substantial holder (1) Name SCHRODER INVESTMENT MANAGEMENT AUSTRALIA LIMITED ACN / ARSN (if applicable) 22000443274 The holder became a substantial holder on 26/10/2007 2. Details of voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:	To Company Name/Scheme Downer EDI ACN/ARSN 003 872848 1. Details of substantial holder (1) Name SCHRODER INVESTMENT MANAGEMENT AUSTRALIA LIMITED ACN / ARSN (if applicable) 22000443274 The holder became a substantial holder on 26/10/2007 2. Details of voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:	To Company Name/Scheme Downer EDI ACN/ARSN 003 872848 1. Details of substantial holder (1) Name SCHRODER INVESTMENT MANAGEMENT AUSTRALIA LIMITED ACN / ARSN (if applicable) 22000443274 The holder became a substantial holder on 26/10/2007 2. Details of voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:	To Company Name/Scheme Downer EDI ACN/ARSN 003 872848 1. Details of substantial holder (1) Name SCHRODER INVESTMENT MANAGEMENT AUSTRALIA LIMITED ACN / ARSN (if applicable) 22000443274 The holder became a substantial holder on 26/10/2007 2. Details of voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:	To Company Name/Scheme Downer EDI ACN/ARSN 003 872848 1. Details of substantial holder (1) Name SCHRODER INVESTMENT MANAGEMENT AUSTRALIA LIMITED ACN / ARSN (if applicable) 22000443274 The holder became a substantial holder on 26/10/2007 2. Details of voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:	To Company Name/Scheme Downer EDI ACN/ARSN 003 872848 1. Details of substantial holder (1) Name SCHRODER INVESTMENT MANAGEMENT AUSTRALIA LIMITED ACN / ARSN (if applicable) 22000443274 The holder became a substantial holder on 26/10/2007 2. Details of voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:	To Company Name/Scheme Downer EDI ACN/ARSN 003 872848 1. Details of substantial holder (1) Name SCHRODER INVESTMENT MANAGEMENT AUSTRALIA LIMITED ACN / ARSN (if applicable) 22000443274 The holder became a substantial holder on 26/10/2007 2. Details of voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:	To Company Name/Scheme Downer EDI ACN/ARSN 003 872848 1. Details of substantial holder (1) Name SCHRODER INVESTMENT MANAGEMENT AUSTRALIA LIMITED ACN / ARSN (if applicable) 22000443274 The holder became a substantial holder on 26/10/2007 2. Details of voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
Class of securities (4)		Number of securities			Persons’ votes (5)	Voting power (6)
Ordinary Shares		17,143,488			17,143,488	5.30%
3. Details of relevant interests The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
Holder of relevant interest				Nature of relevant interest (7)			Class and number of securities
SIMAL				Ordinary Shares				17,143,488
4. Details of present registered holders The persons registered as holders of the securities referred to in			paragraph 3 above are as follows:
Holder of relevant interest	Registered holder of securities		Person entitled to be registered as holder (8)					Class and number of securities
SIMAL	BNP Paribas Securities Services		BNP Paribas Securities Services					1,060,994
SIMAL	JP Morgan Custodial Services		JP Morgan Custodial Services					7,389,133
SIMAL	Citicorp Nominees Ltd HK		Citicorp Nominees Ltd HK					2,386,457
SIMAL	HSBC Custody Nominees (Australia) Ltd		HSBC Custody Nominees (Australia) Ltd					562,602
SIMAL	National Nominees Ltd - Melbourne		National Nominees Ltd-Melbourne					4,827,787
SIMAL	State Street Australia Limited		State Street Australia Limited					916,515

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5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
relevant interest		Cash	Non-cash	ORDINARY SHARES
SIMAL	26/06/2007 – 26/10/2007	100,713,853.88		17,432,842

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (ifapplicable)	Nature of association
Schroder Investment Management Australia Limited	Related Fund Manager
(“SIMAL”)

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Schroder Investment Management (Australia)	Level 20 Angel Place, 120 Pitt Street, Sydney, 2000, Australia
Limited (“SIMAL”)

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