DOWNER EDI LIMITED — Major Shareholding Notification 2012

Aug 12, 2012

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

ToCompany Name/Scheme DOWNER EDI LTD 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 ceased to be a substantial holder on 9 AUGUST 2012 The previous notice was given to the company on 9 AUGUST 2012 The previous notice was dated 7 AUGUST 2012	DOWNER EDI LTD	DOWNER EDI LTD
	003 872 848
	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.
	095 022 718
		9 AUGUST 2012 9 AUGUST 2012 7 AUGUST 2012

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration given in relation to changes (5)	Class (6) and number of securities affected (ordinary shares unless stated otherwise)	Person’s votes affected
See Schedule 2.	Each person whose relevant interest has changed is listed in Schedule 1.	The change in relevant interest occurred as a result of transactions effected on the Australian Stock Exchange (see Schedule 2).	See Schedule 2.	See Schedule 2.	See Schedule 2.

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

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

4. Addresses

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

Name Address See Parts A and B of Schedule 1 (column 1). See Parts A and B of Schedule 1 (column 2). Signature Print name: JODIE SILCOCK Capacity: COMPANY SECRETARY Sign here: Date: 13 AUGUST 2012

Australia Form 605 – V1

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 4 of the form.

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

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

• (4) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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.

• (5) 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.

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

• (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Australia Form 605 – V1

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
VariousAXAGroup entities,including, as ultimateholding companies, those set out below
AXASA	25AvenueMatignon 75008ParisFrance
Personslistedin PartBofSchedule1
Part A(iii) - Other relevant interests
[Not applicable]

Australia Form 605 – V1

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

Australia Form 605 – V1

Schedule 2 Schedule of Transactions

8 August 2012 - 9 August 2012

Entity	Trade Date	Transaction Type	Quantity	Consideration
AllianceBernstein Limited	9-Aug-12	DISPOSAL	-328,040	993,961.20 $