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DOWNER EDI LIMITED Major Shareholding Notification 2021

Oct 24, 2021

64784_rns_2021-10-24_362d773f-235f-40d5-92dc-25f9c7837ae9.pdf

Major Shareholding Notification

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Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

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----- Start of picture text ----- To Company Name/ Scheme DOWNER EDI LTDACN/ ARSN 003 872 8481. Details of substantial holder (1)Name Aware Super Pty Ltd as trustee of Aware SuperACN/ ARSN (if applicable) 11 118 202 672There was a change in the interests of thesubstantial holder on 20/10/2021The previous notice was given to the company on 9/09/2021The previous notice was dated 9/09/2021----- End of picture text -----

2. Previous and present 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) (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

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----- Start of picture text ----- Previous notice Present noticeClass of securities (4) Number of securities Voting power Number of securities Voting powerFPO 34,980,995 5.005% 44,049,193 6.360%*Based on issued capital of 692,647,199 sharesThe 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 securitiesAware Super Pty Ltd (ABN 11 118 202 672) as trustee of Aware Super (ABN 53 226 460365) Beneficial Owner 43,739,841 Fully Paid Ordinary sharesAware Financial Services Australia Limited (ABN 86 003 742 756) Beneficial Owner 309,352 Fully Paid Ordinary sharesPerson entitled to be registered asHolder of relevant interest Registered Holder of securities holder (8)Aware Super Pty Ltd (ABN 11 118Aware Super Pty Ltd (ABN 11 118 202 672) as trustee State Street Australia Limited 202 672) as trustee of Aware Superof Aware Super (ABN 53 226 460 365)(ABN 53 226 460 365)Aware Financial Services Australia Limited (ABN 86 State Street Australia Limited Aware Financial Services Australia003 742 756) Limited (ABN 86 003 742 756)----- End of picture text -----

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:

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

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:

Aware Super Pty Ltd as trustee ofAware Super11-AugAware Super Pty Ltd as trustee ofAware Super13-AugAware Super Pty Ltd as trustee ofAware Super16-AugAware Super Pty Ltd as trustee ofAware Super17-AugAware Super Pty Ltd as trustee ofAware Super18-AugAware Super Pty Ltd as trustee ofAware Super19-AugAware Super Pty Ltd as trustee ofAware Super23-AugAware Super Pty Ltd as trustee ofAware Super25-AugAware Super Pty Ltd as trustee ofAware Super26-AugAware Super Pty Ltd as trustee ofAware Super30-AugAware Super Pty Ltd as trustee ofAware Super31-AugAware Super Pty Ltd as trustee ofAware Super1-SepAware Super Pty Ltd as trustee ofAware Super2-SepAware Super Pty Ltd as trustee ofAware Super6-SepAware Super Pty Ltd as trustee ofAware Super7-SepAware Super Pty Ltd as trustee ofAware Super8-SepHolder of relevant interestDate of acquisition Cash1,423,094.48256,467774,755.61127,498970,264.09154,573857,408.24134,696939,117.05145,801808,707.48126,6694,134,827.72629,1062,782,936.91421,2601,960,360.09296,9493,361,566.61519,4661,222,686.41188,0772,009,124.233092151,037,333.22160,4512,084,023.55323,90211,890,882.131,837,7402,158,579.04330,231Consideration (9)Number ofFPO SharesNon-cashN/AN/AN/AN/AN/AN/AN/AN/AN/AN/AN/AN/AN/AN/AN/AN/A

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----- Start of picture text ----- Aware SuperAware Super Pty Ltd as trustee of 9-Sep 683,152.86 N/A 106,063Aware SuperAware Super Pty Ltd as trustee of 10-Sep 344,075.18 N/A 52,923Aware Super Pty Ltd as trustee of Aware Super 13-Sep 16,223,438.97 N/A 2,469,321Aware SuperAware Super Pty Ltd as trustee of 15-Sep 9,934,952.88 N/A 1,510,659Aware SuperAware Super Pty Ltd as trustee of 17-Sep 2,423,327.72 N/A 367,065Aware SuperAware Super Pty Ltd as trustee of 20-Sep 23,275,000.00 N/A 3,500,000Aware SuperAware Super Pty Ltd as trustee of 21-Sep 130,968.46 N/A 20,457Aware Super Pty Ltd as trustee of Aware Super 23-Sep 132,638.06 N/A 20,247Aware Super Pty Ltd as trustee of Aware Super 24-Sep 12,112,616.88 N/A 1,869,231Aware SuperAware Super Pty Ltd as trustee of 29-Sep 91,730.99 N/A 14,309Aware Super Pty Ltd as trustee of Aware Super 5-Oct 410,383.11 N/A 62,874Aware Super Pty Ltd as trustee of Aware Super 7-Oct 444,163.68 N/A 65,757Aware Super Pty Ltd as trustee of Aware Super 12-Oct 250,820.46 N/A 37,702Aware Super Pty Ltd as trustee of Aware Super 14-Oct 398,439.73 N/A 60,415Aware Super Pty Ltd as trustee of Aware Super 19-Oct 284,166.95 N/A 43,922Aware Super Pty Ltd as trustee of Aware Super 20-Oct 41,707,336.28 N/A 6,375,574LimitedAware Financial Services Australia 13-Aug 35,444.87 N/A 5,833----- End of picture text -----

6. Associates

604 page 2/2 15 July 2001

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----- Start of picture text ----- 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 associationAware Super Pty Ltd (ABN 11 118 202 672) as trustee of Aware Super (ABN 53 226 460365) No ChangeAware Financial Services Australia Limited (ABN 86 003 742 756) No Change----- End of picture text -----

7. Addresses

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

Name Address
Aware Super Pty Ltd (ABN 11 118 202 672) as trustee of Aware Super (ABN 53 226 460
365) Level 28, 388 George Street, Sydney, 2000
Aware Financial Services Australia Limited (ABN 86 003 742 756) Level 22, 388 George Street, Sydney, 2000

Signature

Print name Ian Pendleton Capacity Company Secretary Sign here Date 22 10 2021/ /

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----- Start of picture text ----- DIRECTIONS----- End of picture text -----

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 (1) 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

  • (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".

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 (9) the relevant interest was acquired.