DOWNER EDI LIMITED — Share Issue/Capital Change 2021

Dec 1, 2021

Downer EDI Limited ABN 97 003 872 848 Triniti Business Campus 39 Delhi Road North Ryde NSW 2113 1800 DOWNER www.downergroup.com

2 December 2021

Company Announcements Office ASX Limited Exchange Centre Level 4, 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

In accordance with Listing Rule 3.8A, enclosed is a copy of ASIC Form 484 in respect of the cancellation of 3,711,756 ordinary shares in Downer EDI Limited (Downer) as part of the on-market share buy-back.

Following this cancellation, Downer’s issued capital is 685,619,479 ordinary shares.

Yours sincerely, Downer EDI Limited

==> picture [93 x 54] intentionally omitted <==

Robert Regan Company Secretary

Authorised for release by Downer’s Group General Counsel and Company Secretary, Robert Regan.

Page 1 of 1

Australian Securities & Investments Commission

Electronic Lodgement

Document No. 7EBN88010

Lodgement date/time: 02-12-2021 17:31:42 Reference Id: 160680700

Form 484 Corporations Act 2001

Change to company details

Company details

Company name DOWNER EDI LIMITED Australian Company Number (ACN) 003 872 848

Lodgement details

Who should ASIC contact if there is a query about this form?

Name

LYONS,PETER

ASIC registered agent number (if applicable) 20788

Signature

This form must be signed by a current officeholder of the company.

I certify that the information in this form is true and complete Name

PETER LYONS

Capacity Secretary

Signature

==> picture [133 x 22] intentionally omitted <==

Date signed 02-12-2021

ASIC Form 484 Ref 16068070002/12/2021

Page 1 of 2

Form 484 - Change to company details DOWNER EDI LIMITEDACN003 872 848

C1 Cancellation of shares

Reason for cancellation

Shares cancellation details

Reason for cancellation

Reason for cancellation	Reason for cancellation	Reason for cancellation	Reason for cancellation
ss.257H(3) Share buyback - Other buy-back type. A form 280 or 281 must be lodged at least 14 days, and no more than 1 year before the share buy-back can take place The cancelled shares are listed below:
Share class code	Number of shares cancelled	Amount paid (cash or otherwise)
ORD	3711756	22256337.19
Earliest Date of cancellation 05-11-2021

C3 Change to share structure

The updated details for this changed share class are shown in the table below.

Share class code	Full title if not standard	Total number of shares	Total amount paid on these shares	Total amount unpaid on these shares
ORD	ORDINARY SHARES	685619479	2578866680.89	0.00
Earliest date of change 05-11-2021

ASIC Form 484 Ref 16068070002/12/2021

Page 2 of 2