DOWNER EDI LIMITED — Major Shareholding Notification 2024

Sep 19, 2024

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/ Scheme ACN/ ARSN 1. Details of substantial holder (1) Name ACN/ ARSN (if applicable) There was a change in the interests of the subs The previous notice was given to the company The previous notice was dated	Downer EDI Limited	Downer EDI Limited
	003 872 848
	L1 Capital PtyLtd and L1 Capital Strategic EquityManagement PtyLtd
	L1 Capital PtyLtd(125 378 145)and L	1 Capital Strategic EquityManagement PtyLtd(648 751 928)
	tantial holder on on	17/09/2024 4/09/2024 4/09/2024

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) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities(4)	Previous notice	Previous notice	Present notice	Present notice
	Person's votes	Voting power(5)	Person's votes	Voting power(5)
FPO	55,220,197	8.22%	46,656,647	6.95%
	*Based on issued capital of 671,573,679 shares

3. 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 change	Person whose relevant interest changed	Nature of change(6)	Consideration given in relation to change(7)	Class and number of securities affected	Person's votes affected
See Annexure A
elevant interests f each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of relevant interest	Registered Holder of securities	Person entitled to be registered as holder(8)	Nature of relevant interest	Class and number of securities	Person's votes
See Annexure B

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

6. Addresses The addresses of persons named in this form are as follows: Signature Print name Capacity Sign here Date DIRECTIONS (1) (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 person's votes divided by the total votes in the body corporate or scheme multiplied by 100. (6) Include details of: (a) (b) See the definition of "relevant agreement" in section 9 of the Corporations Act 2001. (7) (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". (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. L1 Capital Strategic EquityManagement PtyLtd Level 45,101 Collins Street,Melbourne,VIC,3001 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. 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 6 of the form. 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). Nature of association Name L1 Capital PtyLtd Address Name and ACN/ ARSN(if applicable) N/A Level 45,101 Collins Street,Melbourne,VIC,3000 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 19/09/2024 Jane Stewart Head of Legal & Compliance	Name and ACN/ ARSN(if applicable)	Name and ACN/ ARSN(if applicable)	Nature of association
	N/A
	s es of persons named in this form are as follows:
	Name		Address
	L1 Capital PtyLtd		Level 45,101 Collins Street,Melbourne,VIC,3000
	L1 Capital Strategic EquityManagement PtyLtd		Level 45,101 Collins Street,Melbourne,VIC,3001
		Capacity Date DIRECTIONS sociate" in section 9 of the Corporations Act 2001. evant interest" in sections 608 and 671B(7) of the Corporations Act 2001. ompany constitute one class unless divided into separate classes. ed by the total votes in the body corporate or scheme multiplied by 100. evant agreement" in section 9 of the Corporations Act 2001. is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown". te, of the present association and any change in that association since the last substantial holding notice. ion 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. 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 are not paid directly to the person from whom the relevant interest was acquired. substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an 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 specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the 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). 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 19/09/2024 Jane Stewart Head of Legal & Compliance

Annexure A

L1 Capital Pty Ltd (ACN 125 378 145) and L1 Capital Strategic Equity Management Pty Ltd (ACN 648 751 928) change in substantial holding in Downer EDI Limited. This is Annexure "A" of 1 page referred to in the Form 604 (Notice of change of interests of substantial holder)

Print Name Jane Stewart Capacity Head of Legal & Compliance Sign Here Date 19/09/2024

Changes in relevant interests

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Class and number of securities affected	Person's votes affected
5/09/2024	L1 Capital Pty Ltd	On-Market Sale	18,266,370.15 $	3,305,534	FPO	3,305,534
5/09/2024	L1 Capital Strategic Equity Management Pty Ltd	On-Market Purchase	114,434.42 $	20,732	FPO	20,732
6/09/2024	L1 Capital Strategic Equity Management Pty Ltd	On-Market Purchase	11,401.79 $	2,047	FPO	2,047
10/09/2024	L1 Capital Pty Ltd	On-Market Purchase	72,927.46 $	13,160	FPO	13,160
10/09/2024	L1 Capital Strategic Equity Management Pty Ltd	On-Market Purchase	11,993.55 $	2,161	FPO	2,161
12/09/2024	L1 Capital Strategic Equity Management Pty Ltd	On-Market Purchase	12,236.92 $	2,162	FPO	2,162
13/09/2024	L1 Capital Pty Ltd	On-Market Sale	960,163.93 $	172,338	FPO	172,338
16/09/2024	L1 Capital Pty Ltd	On-Market Sale	18,013,272.93 $	3,214,743	FPO	3,214,743
16/09/2024	L1 Capital Strategic Equity Management Pty Ltd	On-Market Sale	1,977.78 $	357	FPO	357
17/09/2024	L1 Capital Pty Ltd	On-Market Sale	3,258,072.35 $	589,974	FPO	589,974
18/09/2024	L1 Capital Strategic Equity Management Pty Ltd	On-Market Sale	2,598.96 $	476	FPO	476
19/09/2024	L1 Capital Pty Ltd	On-Market Sale	6,759,832.58 $	1,238,759	FPO	1,238,759
19/09/2024	L1 Capital Strategic Equity Management Pty Ltd	On-Market Sale	442,408.27 $	81,631	FPO	81,631

Annexure B

L1 Capital Pty Ltd (ACN 125 378 145) and L1 Capital Strategic Equity Management Pty Ltd (ACN 648 751 928) change in substantial holding in Downer EDI Limited. This is Annexure "B" of 1 page referred to in the Form 604 (Notice of change of interests of substantial holder)

Print Name Jane Stewart Capacity Head of Legal & Compliance Sign Here Date 19/09/2024

Details of present relevant interests

Holder of relevant interest	Registered holder of securities	Persons entitled to be a registered holder	Nature of relevant interest	Class and number of securities	Class and number of securities
L1 Capital Pty Ltd	Morgan Stanley & Co. International PLC	Morgan Stanley & Co. International PLC	Power to (or to control) exercise vote and/or dispose of the securities as discretionary investment managers or advisers of superannuation funds, pooled superannuation trusts, managed investment schemes and investment management agreements.	8,087,065	FPO
L1 Capital Pty Ltd	Merrill Lynch (Australia) Nominees Pty Ltd	Merrill Lynch (Australia) Nominees Pty Ltd	as above	2,969,496	FPO
L1 Capital Pty Ltd	Goldman Sachs International	Goldman Sachs International	as above	2,924,680	FPO
L1 Capital Strategic Equity Management Pty Ltd	Citicorp Nominees Pty Ltd	Citicorp Nominees Pty Ltd	as above	16,881,200	FPO
L1 Capital Strategic Equity Management Pty Ltd	JPMorgan Chase Bank, N.A.	JPMorgan Chase Bank, N.A.	as above	11,872,493	FPO
L1 Capital Strategic Equity Management Pty Ltd	National Nominees Limited	National Nominees Limited	as above	1,993,798	FPO
L1 Capital Strategic Equity Management Pty Ltd	State Street Australia Limited (SSAL)	State Street Australia Limited (SSAL)	as above	1,927,915	FPO