DOWNER EDI LIMITED — Major Shareholding Notification 2021

Jan 28, 2021

FAX COVER SHEET

DATE: 28 JANUARY 2021
TO: Market Announcements Office	FROM: MATT SZIMANSKI
COMPANY: ASX	T. ROWE PRICE ASSOCIATES, INC.
FAX NUMBER: 9011 61 2 9347 0005	FAX NUMBER: 410-345-2306
PHONE NUMBER:	PHONE NUMBER: 410-577-5002
NUMBER OF PAGES INCLUDING COVER SHEET: 3

To Whom It May Concern:

See attached Form 605 for Downer EDI Ltd.

Please contact me at the above phone number or by email at matt.szimanski@troweprice.com if you have any questions.

This form is also being sent to the company.

Regards,

Matt Szimanski T. Rowe Price Associates, Inc. Legal Compliance Phone: (410) 577-5002 Fax: (410) 345-2035

This facsimile message is confidential and is intended solely for the use of the named addressee(s) and may also be privileged. Unless authorized, you should not copy or use this facsimile message for any purpose nor disclose its contents to any other person. If you are not the intended recipient, please notify the sender immediately by telephone.

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		003 872 848
	1. Details of substantial holder(1)
Name ACN/ARSN (if applicable)		T. Rowe Price Associates, Inc.
The holder ceased to be a substantial holder on			27/01/2021
	The previous notice was given to the company on The previous notice was dated		08/01/2021 $06\frac{7}{12021}$
	2. Changes in relevant interests
	Date of change	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: Porson whose relevant Interest changed	Nature of change (4)		Consideration given in relation to change(5)	Class (6) and number of socurities	Person's votes affoctod
	See Annexure l					affected
	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
Addresses 4.		The addresses of persons named in this form are as follows:
	Name			Address
	Rowa Drica Associates, Inc.		100 East Pratt Street, Baltimore, MD 20202
Signature		r. Rowe Price International Ltd			60 Queen Viccoria Street, London, EC4N 4TZ, United Kingdom
	sign here	print name Gary Greb Jung Freb			capacity date	Vice President 20/01	/ 2021

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 rolevant 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.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $\omega$
• $(3)$ See the definition of "associate" In section 9 of the Corporations Act 2001.
• $\langle 4 \rangle$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant Interest occurred. If subsection 671B(4) applies, a copy of any $\mathbf{a}$ 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, lonether with a written statement certifying this contract, scheme or arrangement; and
• 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 $\boldsymbol{\omega}$ 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.

• 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 m $(5)$ whom the relevant interest was acquired.
• $(6)$ The voting shares of a company constitute one class unless divided Into separate classes.
• $\left( 7\right)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure 1

Date of Change	Person whose relevant Interest lchanged	lNature of⊥ change	Consideration laiven In relation to change (AUD)	Class and number of securities	Person's votes laffected
	8-Jan-21 T. Rowe Price International Ltd	Purchase		5.779 5.770 ordinary shares	5,770
	11-Jan-21 T. Rowe Price International Ltd	lSale.		$5.480 57,958$ ordinary shares	57,958
	12-Jan-21 T. Rowe Price International Ltd	Sale		5.490 743 ordinary shares	7431
	18-Jan-21 T. Rowe Price International Ltd	Purchase		5.410 5,422 ordinary shares	5,422
	18-Jan-21IT. Rowe Price International Ltd	Purchase		$5.410 3,169$ ordinary shares	3,169
	25-Jan-21 T. Rowe Price International Ltd	l Purchase		5.409 2,200 ordinary shares	2,200
	27-Jan-21 T. Rowe Price International Ltd	Sale		$5.323 61,303$ ordinary shares	61,303
	27-Jan-21 T. Rowe Price International Ltd	l Purchase		5.351 2,603 ordinary shares	2,603

This is annexure 1 referred to on page 1 of Form 605 (Notice of change of Interest of substantial holder)

July July
Gary Greb, Vice President

28-Jan-21