DOWNER EDI LIMITED — Major Shareholding Notification 2021

Jan 11, 2021

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scherne	Downer EDI Limited
ACN/ARSN	003 872 848
1. Details of substantial holder (1)
Name	T. Rowe Price Associates, Inc.
ACN/ARSN (if applicable)

The holder became a substantial holder on

06 / 01 / 2021

2. Details of 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) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary Shares	35, 143, 409	35.143.409	5.01%

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:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
T. Rowe Price International Ltd	Power to exercise vote and/or dispose of securities as discretionary investment managers.	35.143.409

4. Details of present registered holders

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

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
See Annexure 1

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 became a

Holder of relevant interest	Date of acquisition	Consideration (9)			Class and number of securities
See Annexure 2		cash	Non-cash

6. Associates

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 association
T. Rowe Price Associates, Inc.
T. Rowe Price International Ltd	F. Rowe Price International Ltd is a wholly owned subsidiary of T. Rowe Price Associates, Inc.

7. Addresses

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

Name	Address
T. Rowe Price Associates, Inc.	100 East Pratt Street, Baltimore, MD 21202
T. Rowe Price International Ltd	60 Queen Victoria Street, London, EC4N 4TZ, United Kingdom

Signature

	print name Gary Greb	capacity Vice President
sign here	$7.01-$ Juny	date 2021 08 01
	DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eq. 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 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. interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ Include details of:
• 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 $(a)$ 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
• 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 $(b)$ 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 m $(9)$ 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.

Annexure 1

	Registered holder of	Person entitled to be registered Class and number of
Holder of Relevant Interest	securities	as holder (8)	securities
			550,734
T. Rowe Price International Ltd	Bank of New York Mellon	Bank of New York Mellon	ordinary shares
			33,874,783
T. Rowe Price International Ltd	JP Morgan Chase	JP Morgan Chase	ordinary shares
			717,892
T. Rowe Price International Ltd	State Street Bank & Trust Co	State Street Bank & Trust Co	ordinary shares

This is annexure 1 referred to on page 1 of Form 603 (Notice of Initial Substantial Holder)

Guny $el-$ Gary Greb, Vice President

8-Jan-21

Annexure 2

		Consideration
Holder of Relevant Interest	Date of Acquisition	(cash - AUD)	Number of Shares	Class
T. Rowe Price International Ltd	15-Sep-20	4.250	12.523	Ordinary
T. Rowe Price International Ltd	$6$ -Oct-20	4.653	1,792	Ordinary
IT. Rowe Price International Ltd	28-Oct-20	4.578	2,160	Ordinary
T. Rowe Price International Ltd	$8-Dec-20$	5.558	2,127	Ordinary
T. Rowe Price International Ltd	$21-Dec-20$	5.456	6,218	Ordinary
T. Rowe Price International Ltd	22-Dec-20	5.331	12,589	Ordinary
T. Rowe Price International Ltd	24-Dec-20	5.395	3,586	Ordinary
T. Rowe Price International Ltd	$29-Dec-20$	5.445	10,103	Ordinary
T. Rowe Price International Ltd	$6$ -Jan-21	5.400	236,146	Ordinary
IT. Rowe Price International Ltd	$6$ -Jan-21	5.391	30,000	Ordinary

This is annexure 2 referred to on page 1 of Form 603 (Notice of Initial Substantial Holder)

Gary Greb, Vige President

8-Jan-21