DOWNER EDI LIMITED — Major Shareholding Notification 2015

Jul 5, 2015

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme: Downer Edi Limited ACN/ARSN: 003 872 484

1. Details of substantial holder (1)

Name: Schroder Investment Management Australia Limited ACN/ARSN (if applicable): 000 443 274 The holder ceased to be a 06/07/2015 substantial holder on: The previous notice was given to the 26/06/2015 company on: The previous notice was dated: 26/06/2015

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 ofchange	Person whoserelevantinterestchanged	Nature ofchange (4)	Consideration givenin relation to change(5)	Class (6) andnumber ofsecuritiesaffected	Person’svotes affected
27/06/2015 -06/07/2015	SIMAL	Power todispose ofsecurities	$9,533,703.54	2,009,047	2,009,041
27/06/2015 -06/07/2015	SIMAL	Power todispose ofsecurities	In specie transfer out	774,386	774,386
27/06/2015 -06/07/2015	SIM LTD	Power todispose ofsecurities	$3,213,057.69	673,597	673,597
27/06/2015 -06/07/2015	SIMNA	Power todispose ofsecurities	$735,078.81	154,187	154,187

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
Schroder Investment Management Australia Limited(“SIMAL”)	Related Fund Manager
Schroder Investment Management Limited (“SIMLTD”)	Related Fund Manager
Schroder Investment Management North America(“SIMNA”)	Related Fund Manager

4. Address

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

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