DOWNER EDI LIMITED — Share Issue/Capital Change 2021

Sep 8, 2021

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

9 September 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 2,843,914 ordinary shares in Downer EDI Limited (Downer) as part of the on-market share buy-back.

Following this cancellation, Downer’s issued capital is 696,104,218 ordinary shares.

Yours sincerely, Downer EDI Limited

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Robert Regan Company Secretary

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

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Australian Securities & Investments Commission

Electronic Lodgement

Document No. 7EBL20405

Lodgement date/time: 09-09-2021 13:29:21 Reference Id: 157730644

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

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Date signed 09-09-2021

ASIC Form 484 Ref 15773064409/09/2021

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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-backtype. A form 280 or 281 must be lodged atleast 14 days, and no more than 1 year beforethe share buy-back can take placeThe cancelled shares are listed below:
Share class code	Number of sharescancelled	Amount paid (cashor otherwise)
ORD	2843914	18364168.91
Earliest Date ofcancellation19-08-2021

C3 Change to share structure

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

Share classcode	Full title if not standard	Total number ofshares	Total amount paid onthese shares	Total amount unpaidon these shares
ORD	ORDINARY SHARES	696104218	2645293833.20	0.00
Earliest date ofchange19-08-2021

ASIC Form 484 Ref 15773064409/09/2021

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