DOWNER EDI LIMITED — Major Shareholding Notification 2021

May 18, 2021

Pendal Group Limited

Level 14, The Chifley Tower 2 Chifley Square Sydney NSW 2000 Australia ABN 28 126 385 822

Company Announcements Platform Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000

19 May 2021

Dear Sir/Madam,

Re: Notice of Ceasing to be a Substantial Holder

In accordance with section 671B of the Corporations Act 2001 (Cth), we attach a Notice of Ceasing to be a Substantial Holder (Form 605) in respect of Downer EDI Limited ( DOW ).

Yours faithfully

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Joanne Hawkins Group Company Secretary

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{00015758.docx}

Form 605

Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder

To Company Name/Scheme DOWNER EDI LIMITED (DOW) ACN/ARSN ACN 003 872 848

1. Details of substantial holder(1)

Name

PENDAL GROUP LIMITED (PDL)

ACN/ARSN (if applicable) ACN 126 385 822

The holder ceased to be a substantial holder on 17/05/2021 The previous notice was given to the company on 07/05/2021 The previous notice was dated 05/05/2021

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 change (5)	Class (6) and number of securities affected	Person’s votes affected
17/05/2021	Pendal Group Limited & its Associates, Pendal Fund Services Limited, Pendal Institutional Limited	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'

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 the voting interests of the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

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4. Addresses

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

Name		Address
Pendal Group Limited		Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW2000
Pendal Fund Services Limited		Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW2000
Pendal Institutional Limited		Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW2000
DOWNER EDI LIMITED (DOW)		The Company Secretary, Triniti Business Campus, 39 Delhi Road, North Ryde, NSW 2113 Australia
Signature Print name Sign here
	Date 19/05/2021

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DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (e.g. 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 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.

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ANNEXURE A

This is annexure ‘A' referred to in Form 605, Notice of ceasing to be a substantial holder, lodged for Pendal Group Limited ACN 126 385 822 and its associated entities

Sales & Purchases for the period : 06/05/2021 to 17/05/2021

SECURITY: DOW

Pendal Fund Services Limited

Date 06/05/2021 07/05/2021	Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected HSBC Custody Nominees (Australia) Limited Sell -3756 -21071.16 Ordinary 3756 HSBC Custody Nominees (Australia) Limited Sell -3756 -21005.05 Ordinary 3756 Total -7512 -42076.21 Pendal Fund Services Limited -7512 -42076.21

Pendal Institutional Limited

Date 11/05/2021 Date 12/05/2021 Date 17/05/2021

Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected HSBC Custody Nominees (Australia) Limited Sell -5479 -31457.68 Ordinary 5479 Total -5479 -31457.68 Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected Northern Trust Company Limited Buy 73386 413970.43 Ordinary 73386 Total 73386 413970.43 Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected J.P. Morgan Nominees Australia Pty Limited Sell -356808 -1958875.92 Ordinary 356808 Total -356808 -1958875.92 Pendal Institutional Limited -288901 -1576363.17

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