DOWNER EDI LIMITED — Share Issue/Capital Change 2021

Oct 12, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

DOWNER EDI LIMITED

Date of this announcement

Wednesday October 13, 2021

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
DOWAC	PERFORMANCE RIGHTS	2,585,870	30/09/2021

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

DOWNER EDI LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

97003872848

1.3 ASX issuer code

DOW

1.4 The announcement is

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New announcement

1.5 Date of this announcement

13/10/2021

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Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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has an existing ASX security code ("existing class")

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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code and description

DOWAC : PERFORMANCE RIGHTS

Date the +securities the subject of this notification were issued

30/9/2021

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class

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Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Grant Fenn	Same	584,317
Michael Ferguson	Same	146,079
Peter Tompkins	Same	146,079
Stephen Killeen	Same	133,163

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

The scheme grants performance rights to participants, each representing a right to one ordinary share, comprising of three equal tranches:

• a relative TSR performance hurdle for the three years to 30 June 2023;

• a compound annual EPS growth rate performance hurdle for the three years to 30 June 2023; and

• a scorecard performance hurdle for the three years to 30 June 2023.

A continued employment condition to 30 June 2024 applies to each tranche

Any other information the entity wishes to provide about the +securities the subject of this notification

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Issue details

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Number of +securities

2,585,870

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
DOW : ORDINARY FULLY PAID	696,104,501
4.2 Unquoted +Securities (Total number of each +class of +securities issued but	not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
DOWAB : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	4,999,967
DOWAC : PERFORMANCE RIGHTS	4,006,083

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

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