DOWNER EDI LIMITED — Major Shareholding Notification 2014

Apr 16, 2014

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 Schroder Investment Management Australia Limited

ACN/ARSN (if applicable) 000 443 274

The holder became a substantial holder on 15 April 2014 .

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)
Ordinary Shares	21,777,935	21,777,935	5.00%

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	Power to dispose of securities	19,221,333 Ordinary Shares
SIM Ltd	Power to dispose of securities	2,139,366 Ordinary Shares
SIMNA Inc	Power to dispose of securities	417,236 Ordinary Shares

Page 1

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	2,758,355 Ordinary shares
SIMAL	JP Morgan Custodial Services	JP Morgan Custodial Services	7,361,524 Ordinary shares
SIMAL	Citicorp Nominees Ltd HK	Citicorp Nominees Ltd HK	2,514,607 Ordinary shares
SIMAL	HSBC Custody Nominees (Australia) Ltd	HSBC Custody Nominees (Australia) Ltd	1,788,519 Ordinary shares
SIMAL	National Nominees Ltd Melbourne	National Nominees Ltd Melbourne	4,299,261 Ordinary shares
SIMAL	State Street Australia Limited	State Street Australia Limited	499,067 Ordinary shares
SIM LTD	ABN Amro Mellon	ABN Amro Mellon	18,083 Ordinary shares
SIM LTD	Brown Brothers Harriman	Brown Brothers Harriman	6,250 Ordinary shares
SIM LTD	Caceis Paris	Caceis Paris	49,609 Ordinary shares
SIM LTD	JP Morgan Chase B’Mouth	JP Morgan Chase B’Mouth	1,956,320 Ordinary shares
SIM LTD	NT London	NT London	109,104 Ordinary shares
SIMNA LTD	Bank of NY Prudential	Bank of NY Prudential	141,797 Ordinary shares
SIMNA LTD	JP Morgan Chase B’Mouth	JP Morgan Chase B’Mouth	180,791 Ordinary shares
SIMNA LTD	State Street Bank & Trust Co	State Street Bank & Trust Co	94,648 Ordinary shares

Page 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)	Consideration (9)	Class and number of securities
		Cash	Non-cash
SIMAL	16/12/2013 – 15/04/2014	$ 35,798,493.48		7,289,830 Ordinary Shares
SIM Ltd	16/12/2013 – 15/04/2014	$ 6,558,945.16		1,320,959 Ordinary Shares
SIMNA Inc	16/12/2013 – 15/04/2014	$ 1,712,859.46		345,282 Ordinary Shares

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 AustraliaLimited (“SIMAL”)	Related Fund Manager
Schroder Investment Management UK Limited (“SIM LTD”)	Relevant Fund Manager
Schroder Investment Management North America (“SIMNA”)	Relevant Fund Manager

7. Address

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

Name	Address
Schroder Investment Management AustraliaLimited (“SIMAL”)	Level 20, Angel Place, 123 Pitt Street, Sydney, 2000, Australia
Schroder Investment Management Limited (“SIM LTD”)	31 Gresham Street, London EC2V 7QA, UK
Schroder Investment Management North America (“SIMNA”)	31 Gresham Street, London EC2V 7QA, UK

Page 3