DOWNER EDI LIMITED — Major Shareholding Notification 2012

Aug 21, 2012

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme DOWNER EDI LIMITED ACN/ARSN 003 872 848 1. Details of substantial holder (1) Name AXA SA (“ AXA ”), AllianceBernstein Australia Limited (“ ABAL ”) and various bodies corporate controlled by AXA and ABAL listed in Schedule 1 (together, “ the AXA Group ”) and certain other entities associated with AXA and ABAL listed in Schedule 1. ACN/ARSN (if applicable) 095 022 718 The holder became a substantial holder on 20 August 2012

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	Person’s votes (5)	Voting power (6)
Common Stock / Ordinary Share	21,492,483	21,492,483	5.01%

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 (ordinary shares unless stated otherwise)
Each holder of a relevant interest is listed in Part A of Schedule 1.	Each person listed in Part A(i) of Schedule 1 has a relevant interest because it has power to exercise or control the exercise of a right to vote or to dispose of the relevant securities (s 608(1)(b) and (c) Corporations Act 2001 (“CA”)). Each person listed in Part A(ii) of Schedule 1 has a relevant interest because it has voting power above 20% over one or more persons listed in Part A(i) of Schedule 1 (s 608(3) CA).	See Schedule 2.

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 (ordinary shares unless stated otherwise)
Each holder of a relevant interest is listed in Part A of Schedule 1.	The registered holders of the securities are various third parties acting as custodians on behalf of AXA Group entities (see also column 1 of Schedule 2).	[Not applicable.]	See Schedule 2.

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 relevant interest	Date of acquisition	Consideration (9)		Class and number of securities (ordinary shares unless stated otherwise)
		Cash	Non-Cash

10040865_1

Each holder of a relevant interest is listed in Part A of Schedule 1.	See Schedule 3.	See Schedule 3.	[Not applicable.]	See Schedule3.

6. Associates

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

Name and ACN/ARSN (if applicable)	Nature of association
[Not applicable.]	[Not applicable.]

7. Addresses

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

Name	Address
SeePartsAandBofSchedule1	SeePartsAandBofSchedule1

Signature

print name sign here	Jodie Silcock capacity Company Secretary AllianceBernstein Australia Ltd
	date 22 August 2012

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of “associate” in section 9 of the Corporations Act 2001.

• (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write “unknown”.

• (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

SCHEDULE 1 - HOLDERS OF A RELEVANT INTEREST AND ASSOCIATES

Note: All information provided in this schedule is based on the information available to ABAL at the time of filing this notice.

PART A - PERSONS WITH A RELEVANT INTEREST

Name	Address
Part A(i) - Responsible entities / trustees / managers of funds / delegates of managers [s 608(1)(b) and (c)]
Various AXA Group entities which are responsible entities, trustees, managers of funds and delegates of managers, including those set out below
AllianceBernstein L.P.	1345Avenue oftheAmericas,NY,NY,10105 USA
AllianceBernstein AustraliaLimited	Level37,2Chifley Square, SydneyNSW 2000
AllianceBernstein InvestmentManagementAustraliaLtd	Level37,2Chifley Square, SydneyNSW 2000
AllianceBernstein New ZealandLimited	Level37,2Chifley Square, SydneyNSW 2000
AllianceBernstein(Luxembourg) S.A.	2-4 rueEugeneRuppert,VertigoBuilding,L-2453,Luxembourg
AllianceBernstein Canada, Inc	Canada Trust Tower, BCE Place, 161 Bay Street P.O. Box508,Toronto OntarioM5J2S1, Canada
AllianceBernstein Limited	50Berkeley Street,London W1J 8HA,England
AllianceBernstien Trust Company,LLC	1345Avenue oftheAmericas,NY,NY,10105 USA
Sanford CBernstein& Co,LLC	1345Avenue oftheAmericas,NY,NY,10105 USA
AllianceBernsteinJapan Ltd.	1-8-3Marunouchi, Chiyoda-ku,Tokyo, Japan
AllianceBernstein Hong Kong Limited	Suite 3401,34/F One International Finance Centre, 1 Harbour ViewStreet,Central,HongKong
AllianceBernstein (Singapore) Ltd.	30 Cecil Street #28-01, Singapore 049712 Singapore
AXA Investment Managers Paris	Cœur Défense - Tour B - La Défense 4 100 esplanade du Général De Gaulle, 92932 Paris La Defense Cedex France
AXA Investment Managers UK Ltd	7 Newgate Street, London EC1A 7NX, UK
AXA Rosenberg Investment Management Ltd (UK)	9A Devonshire Square, London EC2M 4YY UnitedKingdom
AXA Rosenberg Investment Management Ltd (Japan)	NBF Platinum Tower 14F, 1-17-3 Shirokane, Minato-ku, Tokyo 108-0072, Japan
AXA Rosenberg Investment Management LLC	4 Orinda Way, Orinda, CA 94563, USA
AXA Rosenberg Investment Management Asia Pacific Ltd.	133 Cecil Street #16-01, Keck Seng Tower, Singapore 069535 Singapore
AXA Rosenberg Investment Management Asia Pacific Ltd. (Hong Kong)	Suites 5701-4, 57/F, One Island East, 18 Westlands Road, Quarry Bay, HongKong
AXA China Region Insurance Company Limited	20/F AXA Centre, 151 Gloucester Road Wanchai,HongKong
AllianceBernstein Taiwan Investment Limited	57F-1, Taipei 101 Tower, 7 Xin Yi Road, Sec 5 Taipei 110,Taiwan
Various custodians on behalf of various international entities ultimately controlled by AXA (details not available at time of filing)
Part A(ii) - Persons with voting power greater than 20% in persons listed in Parts A(i) and (ii)	Various
Various AXA Group entities, including, as ultimate holding companies, those set out below
AXASA	25AvenueMatignon 75008ParisFrance
Personslistedin PartBofSchedule1
Part A(iii) - Other relevant interests
[Not applicable]

10040865_1

PART B - ASSOCIATES OF PERSONS WITH A RELEVANT INTEREST

Name	Address
Part (B)(i)- AXA Group Companies [associates by virtue of s 12(2)(a) of CA]
AllianceBernsteinCorporationof Delaware	1345Avenue oftheAmericas,NY,NY,10105 USA
AXA EquitableLifeInsurance Company	1290Avenue oftheAmericas,NY,NY 10105 USA
AXA Financial,Inc.	1290Avenue oftheAmericas,NY,NY 10105 USA
AllianceBernstein International LLC	1345Avenue oftheAmericas,NY,NY,10105 USA
A.C.M.C. Inc	1345Avenue oftheAmericas,NY,NY,10105 USA
In addition to the entities referred to above, each other entity in AXA’s global corporate group which is ultimately controlled by AXA is an associate of a person whose relevant interest changed.
Part B(ii)- Other associates
Not applicable

Schedule 2

Details of relevant interests and present registered holders in substantial holding after relevant event

Part A

Holder of Relevant Interest	Nature of relevant interest(s)	Number held in class for that relevant interest	Current registered holder(s) of securities	Details of Registered holder(s) of securities
AXA SA	Power to exercise, or to control the exercise of, a right to vote attached to 20% or more of the securities of the bodies corporate listed below. Power to acquire or dispose of, or to control the acquisition or disposition of, 20% or more of the securities of the bodies corporate listed below. AXA SA and the entities listed below are related bodies corporate.	21,492,483	Various custodians	n/a
Each of the Entities listed in Part B.	Related body corporate of AXA SA, for which disclosure given above by AXA SA may apply.	21,492,483	Various custodians	n/a

Part B

Holder of relevant interest	Nature of relevant interest(s)	Number held in class for that relevant interest	Current registered holder(s) of securities	Details of Registered holder(s) of securities
AllianceBernstein Canada, Inc.	Power to exercise, or to control the exercise of, a right to vote attached to the security, power to acquire or dispose of, or to control the acquisition or disposition, of the security.	303,749	Various custodians	n/a
AllianceBernstein Investment Management Australia Limited	Power to exercise, or to control the exercise of, a right to vote attached to the security, power to acquire or dispose of, or to control the acquisition or disposition, of the security.	12,251,904	Various custodians	n/a

Holder of relevant interest	Nature of relevant interest(s)	Number held in class for that relevant interest	Current registered holder(s) of securities	Details of Registered holder(s) of securities
AllianceBernstein L.P.	Power to exercise, or to control the exercise of, a right to vote attached to the security, power to acquire or dispose of, or to control the acquisition or disposition, of the security.	4,260,705	Various custodians	n/a
AllianceBernstein Limited	Power to exercise, or to control the exercise of, a right to vote attached to the security, power to acquire or dispose of, or to control the acquisition or disposition, of the security.	847,940	Various custodians	n/a
Sanford C. Bernstein & Co., LLC	Power to exercise, or to control the exercise of, a right to vote attached to the security, power to acquire or dispose of, or to control the acquisition or disposition, of the security.	2,263,451	Various custodians	n/a
AXA Rosenberg Investment Mangement Ltd (UK)	Power to exercise, or to control the exercise of, a right to vote attached to the security, power to acquire or dispose of, or to control the acquisition or disposition, of the security.	1,521,934	Various custodians	n/a
AXA Rosenberg Investment Management LLC	Power to exercise, or to control the exercise of, a right to vote attached to the security, power to acquire or dispose of, or to control the acquisition or disposition, of the security.	42,800	Various custodians	n/a

2

Schedule 3 Schedule of Transactions 20 April 2012 - 20 August 2012

Entity	Trade Date	Transaction Type	Quantity		Consideration
AllianceBernstein L.P.	26-Apr-12	ACQUISITION	41,090	$	150,334.46
	01-May-12	DISPOSAL	-4,787	$	17,419.45
	08-May-12	ACQUISITION	9,023	$	30,527.38
	09-May-12	ACQUISITION	46,287	$	159,434.81
	17-May-12	DISPOSAL	-3,675	$	12,711.69
	30-May-12	DISPOSAL	-4,777	$	16,209.99
	31-May-12	DISPOSAL	-68,013	$	224,525.58
	01-Jun-12	DISPOSAL	-13,010	$	42,982.59
	04-Jun-12	DISPOSAL	-6,375	$	20,379.80
	05-Jun-12	DISPOSAL	-21,328	$	66,783.24
	06-Jun-12	ACQUISITION	115,462	$	352,068.95
	07-Jun-12	ACQUISITION	9,678	$	30,207.44
	28-Jun-12	ACQUISITION	1,668	$	5,088.93
	11-Jul-12	ACQUISITION	200,965	$	611,650.77
	12-Jul-12	ACQUISITION	174,875	$	539,531.96
	13-Jul-12	ACQUISITION	146,856	$	448,540.51
	16-Jul-12	ACQUISITION	254,221	$	781,611.17
	17-Jul-12	ACQUISITION	187,045	$	569,958.87
	18-Jul-12	ACQUISITION	107,923	$	327,000.66
	19-Jul-12	ACQUISITION	2,614	$	7,960.86
	20-Jul-12	ACQUISITION	3,130	$	9,577.80
	23-Jul-12	ACQUISITION	25,712	$	78,099.12
	24-Jul-12	ACQUISITION	530,759	$	1,573,179.04
		DISPOSAL	-3,130	$	9,226.11
	25-Jul-12	ACQUISITION	4,397	$	12,905.96
	26-Jul-12	DISPOSAL	-1,651	$	4,820.30
	31-Jul-12	ACQUISITION	5,139	$	15,444.75
	01-Aug-12	ACQUISITION	151,228	$	458,880.39
	02-Aug-12	ACQUISITION	138,853	$	417,280.99
	03-Aug-12	ACQUISITION	199,646	$	598,656.03
	06-Aug-12	ACQUISITION	16,767	$	50,391.54
	07-Aug-12	ACQUISITION	5,268	$	15,804.48
	17-Aug-12	ACQUISITION	21,832	$	82,673.50
	20-Aug-12	ACQUISITION	159,831	$	617,657.87
Sanford C. Bernstein & Co., LLC	08-May-12	ACQUISITION	6,260	$	21,179.38
	09-May-12	ACQUISITION	32,110	$	110,602.36
	30-May-12	DISPOSAL	-5,507	$	18,686.38
	31-May-12	DISPOSAL	-45,665	$	150,545.31
	01-Jun-12	DISPOSAL	-7,350	$	24,280.33
	11-Jul-12	ACQUISITION	177,195	$	539,305.14
	12-Jul-12	ACQUISITION	141,701	$	437,182.07
	13-Jul-12	ACQUISITION	84,938	$	259,425.11
	16-Jul-12	ACQUISITION	152,587	$	469,052.04
	17-Jul-12	ACQUISITION	113,624	$	346,232.23
	18-Jul-12	ACQUISITION	68,876	$	208,690.43
	20-Jul-12	DISPOSAL	-3,130	$	9,577.80
	23-Jul-12	ACQUISITION	16,895	$	51,317.85
	24-Jul-12	ACQUISITION	311,300	$	922,721.93
	25-Jul-12	DISPOSAL	-9,640	$	28,332.42
	26-Jul-12	DISPOSAL	-4,895	$	14,274.92
	01-Aug-12	ACQUISITION	82,827	$	251,317.97
	02-Aug-12	ACQUISITION	126,866	$	381,257.64
	03-Aug-12	ACQUISITION	179,287	$	537,607.83
	06-Aug-12	ACQUISITION	5,572	$	16,746.09
	17-Aug-12	ACQUISITION	8,168	$	30,930.61
	20-Aug-12	ACQUISITION	146,859	$	567,528.32
AllianceBernstein Canada, Inc.	11-Jul-12	ACQUISITION	27,244	$	82,918.99
	12-Jul-12	ACQUISITION	22,966	$	70,855.70
	13-Jul-12	ACQUISITION	18,587	$	56,770.05
	16-Jul-12	ACQUISITION	38,058	$	116,939.46
	17-Jul-12	ACQUISITION	28,972	$	88,282.76
	18-Jul-12	ACQUISITION	19,753	$	59,850.49
	23-Jul-12	ACQUISITION	4,963	$	15,074.91
	24-Jul-12	ACQUISITION	69,042	$	204,644.83
	01-Aug-12	ACQUISITION	23,948	$	72,664.26
	02-Aug-12	ACQUISITION	18,488	$	55,560.13
	03-Aug-12	ACQUISITION	26,155	$	78,428.07
	06-Aug-12	ACQUISITION	5,573	$	16,749.09
AllianceBernstein Limited	08-May-12	ACQUISITION	5,731	$	19,389.60
	09-May-12	ACQUISITION	29,399	$	101,264.38
	10-May-12	ACQUISITION	5,180	$	18,373.51
	11-May-12	ACQUISITION	52,180	$	191,049.97
	28-May-12	ACQUISITION	8,150	$	27,760.76
	31-May-12	DISPOSAL	-22,599	$	74,502.87
	11-Jul-12	ACQUISITION	88,448	$	269,197.56
	12-Jul-12	ACQUISITION	78,789	$	243,083.24

	13-Jul-12	ACQUISITION	66,859	$	204,206.65
	16-Jul-12	ACQUISITION	117,286	$	360,471.10
	17-Jul-12	ACQUISITION	72,585	$	221,179.21
	18-Jul-12	ACQUISITION	51,477	$	155,972.44
	24-Jul-12	ACQUISITION	74,094	$	219,640.03
	31-Jul-12	ACQUISITION	10,276	$	30,883.50
	01-Aug-12	ACQUISITION	14,121	$	42,846.68
	02-Aug-12	ACQUISITION	23,181	$	69,663.54
	03-Aug-12	ACQUISITION	32,107	$	96,275.66
	07-Aug-12	ACQUISITION	5,267	$	15,801.47
	09-Aug-12	DISPOSAL	-328,040	$	993,961.20
	20-Aug-12	ACQUISITION	28,297	$	109,352.16
AllianceBernstein Investment Management Australia
Limited	08-May-12	ACQUISITION	137,086	$	463,799.60
	09-May-12	ACQUISITION	668,210	$	2,301,634.47
	10-May-12	ACQUISITION	14,820	$	52,566.68
	21-May-12	ACQUISITION	125,540	$	417,893.03
	29-May-12	DISPOSAL	-7,634	$	26,096.80
	30-May-12	DISPOSAL	-62,705	$	212,771.00
	31-May-12	DISPOSAL	-484,416	$	1,597,843.21
	01-Jun-12	DISPOSAL	-35,540	$	117,404.48

At the time of reporting ,transactions not available for AXA Rosenberg Investment Management Ltd (UK) and AXA Rosenberg Investment Management LLC.