DOWNER EDI LIMITED — Major Shareholding Notification 2020

Jan 23, 2020

605 page 1/2 15 July 2001

Form 605

Corporations Act 2001

Section 671B

Notice of ceasing to be a substantial holder

To Company Name/ Scheme	Downer EDI Limited
ACN/ ARSN
1. Details of substantial holder (1)
Name	Vinva Investment Management
ACN/ ARSN (if applicable)	147 934 263
The holder ceased to be a substantial holder on		22/01/2020
The previous notice was given to the company on		13/11/2019
The previous notice was dated		11/11/2019

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate 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	Person whose relevant		Consideration given in	Class (6) and number of	Person's votes
change	interest changed	Nature of change(4)	relation to change(5)	securities affected	affected
			Consideration for
		Acquisition of 472,492	Acquisition of Shares		472,492
		shares	$3,877,985	472,492 shares	shares
			Consideration for
12/11/2019 -	Vinva Investment	Disposal of 556,117shares	Disposal of Shares$4,606,121	556,117 shares	556,117shares
22/01/2020	Management

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:

. Addresseshe addresses of persons named in this form are as follows:ignaturePrint nameCapacitySign hereDateNature of associationAddressRobert CochraneChief OperatingOfficerNameVinva Investment ManagementLevel 13,10 Bridge Street,Sydney,NSW 2000Name and ACN/ ARSN(if applicable)N/A/ /	Name and ACN/ ARSN(if applicable)	Nature of association
	N/A
	Name	Address
	Vinva Investment Management	Level 13,10 Bridge Street,Sydney,NSW 2000
ignature

605 page 2/2 15 July 2001

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.

(8) 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.

Details of relevant interests

Holder of relevant interest	Nature of relevant interest	Class and number of securities
Vinva Investment Management	Power to (or to control) exercise vote and/or disposeof the securities as discretionary investmentmanagers or advisers of superannuation funds,pooled superannuation trusts, managed investmentschemes and investment management agreements.	Fully paid ordinary shares29,733,027

Details of present registered holders

Holder of relevant interest	Registered holder of securities	Persons entitled to be a registered holder	Class and number ofsecurities
Vinva Investment Management	JP Morgan Nominees Australia Ltd	JP Morgan Nominees Australia Ltd	15,531,203FPO
Vinva Investment Management	National Nominees Ltd	National Nominees Ltd	5,274,622FPO
Vinva Investment Management	Cogent Nominees Limited	Cogent Nominees Limited	2,219,618FPO
Vinva Investment Management	State Street Australia Limited	State Street Australia Limited	6,021,773FPO
Vinva Investment Management	HSBC Custody Nominees Limited	HSBC Custody Nominees Limited	685,811FPO