Appendix 3B

This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities

+ See chapter 19 for defined terms
31 January 2020 Page 1
Appendix 3B
Proposed issue of +securities
Information and documents given to ASX become ASX’s property and may be made public.
If you are an entity incorporated outside Australia and you are proposing to issue a new class of
+securities other than CDIs, you will need to obtain and provide an International Securities
Identification Number (ISIN) for that class. Similarly, if you are an entity incorporated outside Australia,
the +securities proposed to be issued are in an existing class of +security but the event timetable
includes a period of rights or +deferred settlement trading, you will need to obtain and provide an ISIN
code for the rights and/or the deferred settlement +securities. Further information on the requirement
for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create
the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity here named)
give ASX the following
information about a proposed
issue of
+
securities and, if ASX
agrees to
+
quote any of the
+
securities (including any
rights) on a
+
deferred
settlement basis, we agree to
the matters set out in
Appendix 3B of the ASX
Listing Rules
Downer EDI Limited (Downer)
1.2 *Registration type and number
Please supply your ABN, ARSN,
ARBN, ACN or another registration
type and number (if you supply
another registration type, please
specify both the type of registration
and the registration number).
ABN 97 003 872 848
1.3 *ASX issuer code DOW
1.4 *This announcement is
Tick whichever is applicable.
☒ A new announcement
☐ An update/amendment to a previous announcement
☐ A cancellation of a previous announcement
1.4a *Reason for update
Mandatory only if “Update” ticked in
Q1.4 above. A reason must be
provided for an update.

1.4b
*Date of previous
announcement to this update
Mandatory only if “Update” ticked in
Q1.4 above.

+ See chapter 19 for defined terms
31 January 2020 Page 2
1.4c *Reason for cancellation
Mandatory only if “Cancellation” ticked
in Q1.4 above.

1.4d
*Date of previous
announcement to this
cancellation
Mandatory only if “Cancellation” ticked
in Q1.4 above.

1.5 *Date of this announcement 12 August 2020
1.6 *The proposed issue is:
Note: You can select more than one
type of issue (e.g. an offer of
securities under a securities purchase
plan and a placement, however ASX
may restrict certain events from being
announced concurrently). Please
contact your listing adviser if you are
unsure.
☐ A +bonus issue (complete Parts 2 and 8)
☐ A standard +pro rata issue (non-renounceable or
renounceable) (complete Q1.6a and Parts 3 and 8)
☐ An accelerated offer (complete Q1.6b and Parts 3 and 8)
☐ An offer of +securities under a +securities purchase
plan (complete Parts 4 and 8)
☒ A non-+pro rata offer of +securities under a
+disclosure document or +PDS (complete Parts 5 and 8)
☐ A non-+pro rata offer to wholesale investors under an
information memorandum (complete Parts 6 and 8)
☐ A placement or other type of issue (complete Parts 7 and
8)
1.6a
*The proposed standard +pro
rata issue is:
Answer this question if your response
to Q1.6 is “A standard pro rata issue
(non-renounceable or renounceable).”
Select one item from the list
☐ Non-renounceable
☐ Renounceable
1.6b
*The proposed accelerated
offer is:
Answer this question if your response
to Q1.6 is “An accelerated offer”
Select one item from the list
☐ Accelerated non-renounceable entitlement offer
(commonly known as a JUMBO or ANREO)
☐ Accelerated renounceable entitlement offer
(commonly known as an AREO)
☐ Simultaneous accelerated renounceable entitlement
offer (commonly known as a SAREO)
☐ Accelerated renounceable entitlement offer with dual
book-build structure (commonly known as a
RAPIDS)
☐ Accelerated renounceable entitlement offer with retail
rights trading (commonly known as a PAITREO)

+ See chapter 19 for defined terms
31 January 2020 Page 3
Part 2 – Details of proposed +bonus issue
If your response to Q1.6 is “A bonus issue”, please complete Parts 2A – 2D and the details of the securities proposed to be
issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.
Part 2A – Proposed +bonus issue – conditions
Question
No.
Question Answer
2A.1
*Are any of the following approvals required
for the +bonus issue to be unconditional?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
If any of the above approvals apply to the bonus issue,
they must be obtained before business day 0 of the
timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
Yes or No
2A.1a Conditions
Answer these questions if your response to Q2A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
*Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Please advise
before business day 0 of
the Appendix 7A bonus
issue timetable.
Comments
+Security holder
approval

Court approval


Lodgement of court
order with +ASIC


ACCC approval


FIRB approval


Other (please specify
in comment section)

+ See chapter 19 for defined terms
31 January 2020 Page 4
Part 2B – Proposed +bonus issue - issue details
Question
No.
Question Answer
2B.1
*Class or classes of +securities that will
participate in the proposed +bonus issue
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed bonus iss ue, make sure you clearly identify
any different treatment between the classes.

2B.2
*Class of +securities that will be issued in
the proposed +bonus issue (please enter
both the ASX security code & description)

2B.3 *Issue ratio
Enter the quantity of additional securities to be issued
for a given quantity of securities held (for example, 1
for 2 means 1 new security issued for every 2 existing
securities held).
Please only enter whole numbers (for example, a
bonus issue of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
for
2B.4
*What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
2B.5
*Maximum number of +securities proposed
to be issued (subject to rounding)

Part 2C – Proposed +bonus issue – timetable
Question
No.
Question Answer
2C.1 *+Record date
Record date to identify security holders entitled to
participate in the bonus issue. Per Appendix 7A section
1 the record date must be at least 4 business days
from the announcement date (day 0).

2C.3 *Ex date
Per Appendix 7A section 1 the ex date is one business
day before the record date. This is also the date that
the bonus securities will commence quotation on a
deferred settlement basis.

2C.4 *Record date
Same as Q2C.1 above

+ See chapter 19 for defined terms
31 January 2020 Page 5
2C.5 *+Issue date
Per Appendix 7A s ection 1 the issue date should be at
least one business day and no more than 5 business
days after the record date (the last day for the entity to
issue the bonus securities and lodge an Appendix 2A
with ASX to apply for quotation of the bonus
securities). Deferred settlement trading will end at
market close on this day.

2C.6 *Date trading starts on a normal T+2 basis
Per Appendix 7A s ection 1 this is one business day
after the issue date.

2C.7
*First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A s ection 1 this is two business days
after trading starts on a normal T+2 basis (3 business
days after the issue date).

Part 2D – Proposed +bonus issue – further information
Question
No.
Question Answer
2D.1
*Will holdings on different registers or sub
registers be aggregated for the purposes of
determining entitlements to the +bonus
issue?
Yes or No
2D.1a
Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining entitlements
Answer this question if your response to Q2D.1 is
“Yes”.

2D.2
*Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed +bonus issue
Note: The entity must send each holder to whom it will
not offer the securities details of the issue and advice
that the entity will not offer securities to them (listing
rule 7.7.1(b)).

2D.3
*Will the entity be changing its
dividend/distribution policy as a result of the
proposed +bonus issue
Yes or No
2D.3a
Please explain how the entity will change its
dividend/distribution policy if the proposed
+bonus issue proceeds
Answer this question if your response to Q2D.3 is
“Yes”.

2D.4
*Details of any material fees or costs to be
incurred by the entity in connection with the
proposed +bonus issue

2D.5
Any other information the entity wishes to
provide about the proposed +bonus issue

+ See chapter 19 for defined terms
31 January 2020 Page 6
Part 3 – Details of proposed entitlement offer
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” or “An accelerated offer”, please
complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B
and 3C if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” and Parts 3D and 3E if your
response to Q1.6 is “An accelerated offer”. Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective
timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers.
Part 3A – Proposed entitlement offer – conditions
Question
No.
Question Answer
3A.1
*Are any of the following approvals required
for the entitlement offer to be unconditional?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
If any of the above approvals apply to the entitlement
offer, they must be obtained before business day 0 of
the timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
No
3A.1a Conditions
Answer these questions if your response to Q3A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Please advise
before
+
business day 0
of the relevant Appendix
7A entitlement offer
timetable.
Comments
+Security holder
approval

Court approval


Lodgement of court
order with +ASIC


ACCC approval


FIRB approval


Other (please specify
in comment section)

+ See chapter 19 for defined terms
31 January 2020 Page 7
Part 3B – Proposed standard pro rata issue entitlement offer - offer details
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3B.1
*Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.

3B.2
*Class of +securities that will be issued in
the proposed entitlement offer (please enter
both the ASX security code & description)

3B.3 *Offer ratio
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
ex isting securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
for
3B.4
*What will be done with fractional
entitlements?
Select one item from the list.
☐Fractions rounded up to the next whole
number
☐Fractions rounded down to the nearest
whole number or fractions disregarded
☐Fractions sold and proceeds distributed
☐Fractions of 0.5 or more rounded up
☐Fractions over 0.5 rounded up
☐Not applicable
3B.5
*Maximum number of +securities proposed
to be issued (subject to rounding)

3B.6
*Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes or No
3B.6a *Describe the limits on over-subscription
Answer this question if your response to Q3B.6 is
“Yes”.

3B.7
*Will a scale back be applied if the offer is
over-subscribed?
Yes or No
3B.7a *Describe the scale back arrangements
Answer this question if your response to Q3B.7 is
“Yes”.

3B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.

3B.9 *Has the offer price been determined? Yes or No
3B.9a *W hat is the offer price per +security?
Answer this question if your response to Q3B.9 is “Yes”
using the currency specified in your answer to Q3B.8.

+ See chapter 19 for defined terms
31 January 2020 Page 8
3B.9b
*How and when will the offer price be
determined?
Answer this question if your response to Q3B.9 is “No”.

Part 3C – Proposed standard pro rata issue – timetable
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3C.1 *+Record date
Record date to identify security holders entitled to
participate in the issue. Per Appendix 7A sections 2
and 3 the record date must be at least 3 business days
from the announcement date (day 0)

3C.2 *Ex date
Per Appendix 7A s ections 2 and 3 the Ex Date is one
business day before the record date. For renounceable
issues, this is also the date that rights will commence
quotation on a deferred settlement basis.

3C.3 *Date rights trading commences
For renounceable issues only - this is the date that
rights will commence quotation initially on a deferred
settlement basis

3C.4 *Record date
Same as Q3C.1 above

3C.5
*Date on which offer documents will be sent
to +security holders entitled to participate in
the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open.
For renounceable issues, deferred settlement trading in
rights ends at the close of trading on this day. Trading
in rights on a normal (T+2) settlement basis will start
from market open on the next business day (i.e.
business day 7) provided that the entity tells ASX by
12pm Sydney time that the offer documents have been
sent or will have been sent by the end of the day.

3C.6 *Offer closing date
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.

3C.7 *Last day to extend the offer closing date
At least 3 business days’ notice must be given to
extend the offer closing date.

3C.8 *Date rights trading ends
For renounceable issues only - rights trading ends at
the close of trading 5 business days before the
applications closing date.

3C.9
*Trading in new +securities commences on
a deferred settlement basis
Non-renounceable issues - the business day after the
offer closing date
Renounceable issues – the business day after the date
rights trading ends

+ See chapter 19 for defined terms
31 January 2020 Page 9
3C.10
*Last day for entity to announce the results
of the offer to ASX, including the number
and percentage of +securities taken up by
existing +security holders and any shortfall
taken up by underwriters or other investors
No more than 3 business days after the offer closing
date

3C.11 *Issue date
Per Appendix 7A s ection 2 and section 3, the issue
date should be no more than 5 business days after the
offer closes date (the last day for the entity to issue the
securities taken up in the pro rata issue and lodge an
Appendix 2A with ASX to apply for quotation of the
securities). Deferred settlement trading will end at
market close on this day.

3C.12 *Date trading starts on a normal T+2 basis
Per Appendix 7A s ection 2 and 3 this is one business
day after the issue date.

3C.13
*First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A s ection 2 and 3 1 this is two business
days after trading starts on a normal T+2 basis (3
business days after the issue date).

Part 3D – Proposed accelerated offer – offer details
Question
No.
Question Answer
3D.1
*Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.

3D.2
*Class of +securities that will issued in the
proposed entitlement offer (please enter
both the ASX security code & description)

3D.3 *Has the offer ratio been determined?
3D.3a *Offer ratio
Answer this question if your response to Q3D.3 is
“Yes” or “No”. If your response to Q3D.3 is “No” please
provide an indicative ratio and state as indicative.
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).

3D.3b
*How and when will the offer ratio be
determined?
Answer this question if your response to Q3D.3 is “No”.
Note that once the offer ratio is determined, this must
be provided via an update announcement.

+ See chapter 19 for defined terms
31 January 2020 Page 10
3D.4
*W hat will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
3D.5
*Maximum number of +securities proposed
to be issued (subject to rounding)

3D.6
*Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?

3D.6a *Describe the limits on over-subscription
Answer this question if your response to Q3D.6 is
“Yes”.

3D.7
*Will a scale back be applied if the offer is
over-subscribed?

3D.7a *Describe the scale back arrangements
Answer this question if your response to Q3D.7 is
“Yes”.

3D.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.

3D.9
*Has the offer price for the institutional offer
been determined?

3D.9a
*What is the offer price per +security for the
institutional offer?
Answer this question if your response to Q3D.9 is
“Yes” using the currency specified in your answer to
Q3D.8.

3D.9b
*How and when will the offer price for the
institutional offer be determined?
Answer this question if your response to Q3D.9 is “No”.

3D.9c
*Will the offer price for the institutional offer
be determined by way of a bookbuild?
Answer this question if your response to Q3D.9 is “No”.
If your response to this question is “yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.

3D.9d
*Provide details of the parameters that will
apply to the bookbuild for the institutional
offer (e.g. the indicative price range for the
bookbuild)
Answer this question if your response to Q3D.9 is “No”
and your response to Q5B.9c is “Yes”.

3D.10
*Has the offer price for the retail offer been
determined?

+ See chapter 19 for defined terms
31 January 2020 Page 11
3D.10a
*What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3D.10 is
“Yes” using the currency specified in your answer to
Q3B.8.

3D.10b
*How and when will the offer price for the
retail offer be determined?
Answer this question if your response to Q3D.10 is
“No”.

Part 3E – Proposed accelerated offer – timetable
If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part.
Question
No.
Question Answer
3E.1a *First day of trading halt
The entity is required to announce the accelerated offer
and give a completed Appendix 3B to ASX. If the
accelerated offer is conditional on security holder
approval or any other requirement, that condition must
have been satisfied and the entity must have
announced that fact to ASX. An entity should also
consider the rights of convertible security holders to
participate in the issue and what, if any, notice needs
to be given to them in relation to the issue

3E.1b *Announcement date of accelerated offer
3E.2
*Trading resumes on an ex-entitlement
basis (ex date)
For JUMBO, ANREO, AREO, SAREO, RAPIDs offers

3E.3 *Trading resumes on ex-rights basis
For PAITREO offers only

3E.4 *Rights trading commences
For PAITREO offers only

3E.5
*Date offer will be made to eligible
institutional +security holders

3E.6
*Application closing date for institutional
+security holders

3E.7 *Institutional offer shortfall book build date
For AREO, SAREO, RAPIDs, PAITREO offers

3E.8
*Announcement of results of institutional
offer
The announcement should be made before the
resumption of trading following the trading halt.

3E.9 *+Record date
Record date to identify security holders entitled to
participate in the offer. Per Appendix 7A s ections 4, 5
and 6 the record date must be at least 2 business days
from the announcement date (day 0).

+ See chapter 19 for defined terms
31 January 2020 Page 12
3E.10
*Settlement date of new +securities issued
under institutional entitlement offer
If DvP settlement applies, provided the Appendix 2A is
given to ASX before noon (Sydney time) this day,
normal trading in the securities will apply on the next
business day, and if DvP settlement does not apply on
the business day after that.

3E.11
*+Issue date for institutional +security
holders

3E.12
*Normal trading of new +securities issued
under institutional entitlement offer

3E.13
*Date on which offer documents will be sent
to retail +security holders entitled to
participate in the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open. For renounceable offers, deferred
settlement trading in rights ends at the close of trading
on this day. Trading in rights on a normal (T+2)
settlement basis will start from market open on the next
business day (i.e. business day 7) provided that the
entity tells ASX by 12pm Sydney time that the offer
documents have been sent or will have been sent by
the end of the day.

3E.14
*Offer closing date for retail +security
holders
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.

3E.15
*Last day to extend the retail offer closing
date
At least 3 business days’ notice must be given to
extend the offer closing date.

3E.16 *Rights trading end date
For PAITREO offers only

3E.17
*Trading in new +securities commences on
a deferred settlement basis
For PAITREO offers only
The business day after rights trading end date

3E.18
*Entity announces results of the retail offer
to ASX, including the number and
percentage of +securities taken up by
existing retail +security holders

3E.19 *Bookbuild for any shortfall (if applicable)
For all offers except JUMBO, ANREO

3E. 20
*Entity announces results of bookbuild
(including any information about the
bookbuild expected to be disclosed under
section 4.12 of Guidance Note 30)
For all offers except JUMBO, ANREO

3E. 21 *+Issue date for retail +security holders
Per Appendix 7A s ection 2 and section 3, the issue
date should be no more than 5 business days after the
offer closes date. This is the last day for the entity to
issue the securities taken up in the pro rata issue and
lodge an Appendix 2A with ASX to apply for quotation
of the securities. Deferred settlement trading will end at
market close on this day.

+ See chapter 19 for defined terms
31 January 2020 Page 13
3E.22 *Date trading starts on a normal T+2 basis
For PAITREO offers only
This is one business day after the issue date.

3E.23
*First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
For PAITREO offers only
This is two business days after trading starts on a
normal T+2 basis (3 business days after the issue
date).

Part 3F – Proposed entitlement offer – fees and expenses
Question
No.
Question Answer
3F.1
*Will there be a lead manager or broker to
the proposed offer?

3F.1a *Who is the lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.

3F.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.

3F.2 *Is the proposed offer to be underwritten?
3F.2a *Who are the underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing): If
you are seeking to rely on listing rule 7.2 exception 2 to
issue the securities without security holder approval
under listing rule 7.1 and without using your placement
capacity under listing rules 7.1 or 7.1A, you must
include the details asked for in this and the next 3
questions.

3F.2b
*What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q3F.2 is
“Yes”.

3F.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
This includes any applicable discount the underwriter
receives to the issue price payable by participants in
the issue.

+ See chapter 19 for defined terms
31 January 2020 Page 14
3F.2d
*Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q3F.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.

3F.2e
*Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q3F.2 is “Yes”.

3F.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: If you are seeking to rely on listing rule 10.12
exception 2 to issue the securities to the underwriter or
sub-underwriter without security holder approval under
listing rule 10.11, you must include the details asked
for in this and the next 2 questions. If there is more
than one party referred to in listing rule 10.11 acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.

3F.2e(ii)
*What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.

3F.2e(iii)
*What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.

3F.3
*Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?

3F.3a
*Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q3F.3 is
“Yes”.

3F.3b
*Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “dollar based”.

+ See chapter 19 for defined terms
31 January 2020 Page 15
3F.3c
*Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “percentage based”.

3F.3d
Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q3F.3 is
“Yes”.

3F.4
Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer

Part 3G – Proposed entitlement offer – further information
Question
No.
Question Answer
3G.1
*The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:
In accordance with the announcement regarding the
entitlement offer lodged with the ASX, the Company is
conducting the entitlement offer to strengthen its
balance sheet, support the acquisition of the
remaining shares in Spotless Group Holdings Limited
and provide flexibility for continued investment in
Downer's core business.
3G.2
*Will holdings on different registers or
subregisters be aggregated for the
purposes of determining entitlements to the
issue?

3G.2a
*Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining
entitlements.
Answer this question if your response to Q3G.2 is
“Yes”.

3G.3
*Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?

3G.3a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q3G.3 is
“Yes”.

+ See chapter 19 for defined terms
31 January 2020 Page 16
3G.4
*Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed issue
For non-renounceable issues (including
accelerated): The entity must send each holder to
whom it will not offer the securities details of the issue
and advice that the entity will not offer securities to
them (listing rule 7.7.1(b)).
For renounceable issues (including accelerated):
The entity must send each holder to whom it will not
offer the securities details of the issue and advice that
the entity will not offer securities to them. It must also
appoint a nominee to arrange for the sale of the
entitlements that would have been given to those
holders and to account to them for the net proceeds of
the sale and advise each holder not given the
entitlements that a nominee in Australia will arrange for
sale of the entitlements and, if they are sold, for the net
proceeds to be sent to the holder (listing rule 7.7.1(b)
and (c)).

3G.5
*Will the offer be made to eligible
beneficiaries on whose behalf eligible
nominees or custodians hold existing
+securities

3G.5a
*Please provide further details of the offer to
eligible beneficiaries
Answer this question if your response to Q3G.5 is
“Yes”.
If, for example, the entity intends to issue a notice to
eligible nominees and custodians please indicate here
where it may be found and/or when the entity expects
to announce this information. You may enter a URL.

3G.6
*URL on the entity's website where
investors can download information about
the proposed issue

3G.7
Any other information the entity wishes to
provide about the proposed issue

3G.8
*Will the offer of rights under the rights issue
be made under a disclosure document or
product disclosure statement under Chapter
6D or Part 7.9 of the Corporations Act (as
applicable)?

+ See chapter 19 for defined terms
31 January 2020 Page 17
Part 4 – Details of proposed offer under +securities purchase plan
If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the
details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable
for securities purchase plans.
Part 4A – Proposed offer under +securities purchase plan – conditions
Question
No.
Question Answer
4A.1
*Are any of the following approvals required
for the offer of +securities under the
+securities purchase plan issue to be
unconditional?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.

4A.1a
Conditions
Answer these questions if your response to 4A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval

Court approval


Lodgement of court
order with +ASIC


ACCC approval


FIRB approval


Other (please specify
in comment section)


Part 4B – Proposed offer under +securities purchase plan – offer details
Question
No.
Question Answer
4B.1
*Class or classes of +securities that will
participate in the proposed offer (please
enter both the ASX security code &
description)
If more than one class of security will participate in the
securities purchase plan, make sure you clearly identify
any different treatment between the classes.

4B.2
*Class of +securities to be offered to them
under the +securities purchase plan (please
enter both the ASX security code &
description)

+ See chapter 19 for defined terms
31 January 2020 Page 18
4B.3
*Maximum total number of those +securities
that could be issued if all offers under the
+securities purchase plan are accepted

4B.4
*Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?

4B.4a
*Describe the minimum subscription
condition
Answer this question if your response to Q4B.4 is
“Yes”.

4B.5
*Will the offer be conditional on applications
for a maximum number of +securities being
received or a maximum amount being
raised (i.e. a maximum subscription
condition)?

4B.5a
*Describe the maximum subscription
condition
Answer this question if your response to Q4B.5 is
“Yes”.

4B.6
*Will individual +security holders be
required to accept the offer for a minimum
number or value of +securities (i.e. a
minimum acceptance condition)?

4B.6a
*Describe the minimum acceptance
condition
Answer this question if your response to Q4B.6 is
“Yes”.

4B.7
*Will individual +security holders be limited
to accepting the offer for a maximum
number or value of +securities (i.e. a
maximum acceptance condition)?

4B.7a
*Describe the maximum acceptance
condition
Answer this question if your response to Q4B.7 is
“Yes”.

4B.8
*Describe all the applicable parcels
available for this offer in number of
securities or dollar value
For example, the offer may allow eligible holders to
subscribe for one of the following parcels: $2,500,
$7,500, $10,000, $15,000, $20,000, $30,000.

4B.9
*Will a scale back be applied if the offer is
over-subscribed?

4B.9a *Describe the scale back arrangements
Answer this question if your response to Q4B.9 is
“Yes”.

4B.10 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.

4B.11 *Has the offer price been determined?

+ See chapter 19 for defined terms
31 January 2020 Page 19
4B.11a *What is the offer price per +security?
Answer this question if your response to Q4B.11 is
“Yes” using the currency specified in your answer to
Q4B.9.

4B.11b
*How and when will the offer price be
determined?
Answer this question if your response to Q4B.11 is
“No”.

Part 4C – Proposed offer under +securities purchase plan – timetable
Question
No.
Question Answer
4C.1
*Date of announcement of +security
purchase plan
The announcement of the security purchase plan must
be made prior to the commencement on trading on the
announcement date.

4C.2 *+Record date
This is the date to identify security holders who may
participate in the security purchase plan. Per Appendix
7A section 12 of the Listing Rules, this day is one
business day before the entity announces the security
purchase plan.
Note: the fact that an entity's securities may be in a
trading halt or otherwise suspended from trading on
this day does not affect this date being the date for
identifying which security holders may participate in the
security purchase plan.

4C.3
*Date on which offer documents will be
made available to investors

4C.4 *Offer open date
4C.5 *Offer closing date
4C.6 *Announcement of results
Per Appendix 7A s ection 12 of the Listing Rules, the
entity should announce the results of the security
purchase plan no more than 3 business days after the
offer closing date

4C.7 *+Issue date
Per Appendix 7A s ection 12 of the Listing Rules, the
last day for the entity to issue the securities purchased
under the plan is no more than 7 business days after
the closing date. The entity should lodge an Appendix
2A with ASX applying for quotation of the securities
before 12pm Sydney time on this day

+ See chapter 19 for defined terms
31 January 2020 Page 20
Part 4D – Proposed offer under +securities purchase plan – listing rule requirements
Question
No.
Question Answer
4D.1
*Does the offer under the +securities
purchase plan meet the requirements of
listing rule 7.2 exception 5 that:
• the number of +securities to be issued is
not greater than 30% of the number of
fully paid +ordinary securities already on
issue; and
• the issue price of the +securities is at
least 80% of the +volume weighted
average market price for +securities in
that +class, calculated over the last 5
days on which sales in the +securities
were recorded, either before the day on
which the issue was announced or before
the day on which the issue was made?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).

4D.1a
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.

4D.1a(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1a is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.

4D.1b
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.

4D.1b(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.

+ See chapter 19 for defined terms
31 January 2020 Page 21
Part 4E – Proposed offer under +securities purchase plan – fees and expenses
Question
No.
Question Answer
4E.1
*Will there be a lead manager or broker to
the proposed offer?

4E.1a *Who is the lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.

4E.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.

4E.2 *Is the proposed offer to be underwritten?
4E.2a *Who are the underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing):
listing rule 7.2 exception 5 does not extend to an issue
of securities to or at the direction of an underwriter of
an SPP. The issue will require security holder approval
under listing rule 7.1 if you do not have the available
placement capacity under listing rules 7.1 and/or 7.1A
to cover the issue. Likewise, listing rule 10.12
exception 4 does not extend to an issue of securities to
or at the direction of an underwriter of an SPP. If a
party referred to in listing rule 10.11 is underwriting the
proposed offer, this will require security holder approval
under listing rule 10.11.

4E.2b
*What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q4E.2 is
“Yes”.

4E.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
This information includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.

4E.2d
*Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q4E.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.

+ See chapter 19 for defined terms
31 January 2020 Page 22
4E.2e
*Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q4E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11. Listing rule
10.12 exception 4 does not extend to an issue of
securities to an underwriter or sub-underwriter of an
SPP.

4E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.

4E.2e(ii)
*What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.

4E.2e(iii)
*What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.

4E.3
*Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?

4E.3a
*Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q4E.3 is
“Yes”.

4E.3b
*Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “dollar based”.
$
4E.3c
*Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “percentage based”.
%
4E.3d
Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q4E.3 is
“Yes”.

4E.4
Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer

+ See chapter 19 for defined terms
31 January 2020 Page 23
Part 4F – Proposed offer under +securities purchase plan – further information
Question
No.
Question Answer
4F.1
*The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:


4F.2
*Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?

4F.2a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q4F.2 is
“Yes”.

4F.3
*Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed offer

4F.4
*URL on the entity's website where
investors can download information about
the proposed offer

4F.5
Any other information the entity wishes to
provide about the proposed offer

+ See chapter 19 for defined terms
31 January 2020 Page 24
Part 5 – Details of proposed non-pro rata offer under a +disclosure
document or +PDS
If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A –
5F and the details of the securities proposed to be issued in Part 8. Refer to Listing Rule 7.10 for the rules that apply to non-pro
rata issues to existing security holders.
Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS –
conditions
Question
No.
Question Answer
5A.1
*Are any of the below approvals required for
the non-pro rata offer of +securities under a
+disclosure document or + PDS?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
Yes (ASX approval)
5A.1a Conditions
Answer these questions if your response to 5A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval

Court approval


Lodgement of court
order with +ASIC


ACCC approval


FIRB approval


Other (please specify
in comment section)
11 August 2020 Actual Yes
ASX approval under
ASX Listing Rule 6.1
that the terms of the
proposed transaction
are fair and equitable
Other (please specify
in comment section)
11 August 2020 Actual Yes ASX waiver from ASX
Listing Rule 7.22

+ See chapter 19 for defined terms
31 January 2020 Page 25
Part 5B – Proposed non-pro rata offer under a +disclosure document or +PDS –
offer details
Question
No.
Question Answer
5B.1
*Class of +securities to be offered under the
+disclosure document or +PDS (please
enter both the ASX security code &
description)
Downer Contingent Share Options
5B.2
*The number of +securities to be offered
under the +disclosure document or +PDS
The Downer Contingent Share Options to be
issued by Downer forms part of the
consideration in connection with the
unconditional off -market cash and scrip
takeover bid (the Offer) by Downer EDI
Services Pty Ltd (Downer Services), a
wholly-owned subsidiary of DOW, for all or
some of the ordinary shares in Spotless
Holdings Limited (Spotless) not already
owned by Downer and its related bodies
corporate, as set out in the bidder's
statement and prospectus lodged with ASIC
by and on behalf of Downer and Downer
Services dated 12 August 2020 (Takeover
Booklet).

Approximately 7,500,000 Downer
Contingent Share Options are expected to
be issued, subject to rounding and
completion of the Offer.


5B.3
*Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
No.
5B.3a
*Describe the minimum subscription
condition
Answer this question if your response to Q5B.3 is
“Yes”.
N/A
5B.4
*Will the entity be entitled to accept over-
subscriptions?
N/A
5B.4a
*Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q5B.4 is
“Yes”.
N/A
5B.5
*Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?
N/A
5B.5a
*Describe the minimum acceptance
condition
Answer this question if your response to Q5B.5 is
“Yes”.
N/A

+ See chapter 19 for defined terms
31 January 2020 Page 26
5B.6
*Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?
N/A
5B.6a
*Describe the maximum acceptance
condition
Answer this question if your response to Q5B.6 is
“Yes”.
N/A
5B.7
*Will a scale back be applied if the offer is
over-subscribed?
N/A
5B.7a *Describe the scale back arrangements
Answer this question if your response to Q5B.7 is
“Yes”.
N/A
5B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
N/A
5B.9 *Has the offer price been determined? N/A
5B.9a *What is the offer price per +security?
Answer this question if your response to Q5B.9 is “Yes”
using the currency specified in your answer to Q5B.8.
N/A
5B.9b
*How and when will the offer price be
determined?
Answer this question if your response to Q5B.9 is “No”.
N/A
5B.9c
*Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q5B.9 is “No”.
If your response to this question is “yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
N/A
5B.9d
*Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q5B.9 is “No”
and your response to Q5B.9c is “Yes ”.
N/A
Part 5C – Proposed non-pro rata offer under a +disclosure document or +PDS –
timetable
Question
No.
Question Answer
5C.1
*Lodgement date of +disclosure document
or +PDS with ASIC
Note: If the securities are to be quoted on ASX, you
must lodge an Appendix 2A Application for Quotation
of Securities with ASX within 7 days of this date.
12 August 2020
5C.2
*Date when +disclosure document or +PDS
and acceptance forms will be made
available to investors
On or before 26 August 2020 in accordance
with section 633(1) of the Corporations Act
2001 (Cth).
5C.3 *Offer open date
Please refer to the "Offer Period" in the
Takeover Booklet (Offer Period).

+ See chapter 19 for defined terms
31 January 2020 Page 27
5C.4 *Closing date for receipt of acceptances
Please refer to the Offer Period in the
Takeover Booklet.
5C.6 *Proposed +issue date
Within seven days of the end of the Offer
Period.
Part 5D – Proposed non-pro rata offer under a +disclosure document or +PDS –
listing rule requirements
Question
No.
Question Answer
5D.1
*Has the entity obtained, or is it obtaining,
+security holder approval for the issue
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
N/A
5D.1a
*Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “Yes”.
N/A
5D.1b
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “No”.
N/A
5D.1b(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
N/A
5D.1c
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “No”.
N/A
5D.1c(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity’s additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
N/A

+ See chapter 19 for defined terms
31 January 2020 Page 28
Part 5E – Proposed non-pro rata offer under a disclosure document or PDS – fees
and expenses
Question
No.
Question Answer
5E.1
*Will there be a lead manager or broker to
the proposed offer?
N/A
5E.1a *Who is the lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.
N/A
5E.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.
N/A
5E.2 *Is the proposed offer to be underwritten? N/A
5E.2a *Who are the underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
N/A
5E.2b
*What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q5E.2 is
“Yes”.
N/A
5E.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the offer.
N/A
5E.2d
*Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q5E.2 is
“Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.
N/A
5E.2e
*Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q5E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
N/A
5E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
N/A

+ See chapter 19 for defined terms
31 January 2020 Page 29
5E.2e(ii)
*W hat is the extent of their underwriting or
sub-underwriting (ie the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
N/A
5E.2e(iii)
*What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
N/A
5E.3
*Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
N/A
5E.3a
* Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q5E.3 is
“Yes”.
N/A
5E.3b
*Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “dollar based”.
N/A
5E.3c
*Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “percentage based”.
N/A
5E.3d
Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q5E.3 is
“Yes”.
N/A
5E.4
Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
Material fees or costs incurred in connection
with the offer of Downer Contingent Share
Options are disclosed in the Takeover
Booklet.

+ See chapter 19 for defined terms
31 January 2020 Page 30
Part 5F – Proposed non-pro rata offer under a +disclosure document or +PDS –
further information
Question
No.
Question Answer
5F.1
*The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☒ Other [provide details below]
Additional details:
The Downer Contingent Share Options to be
issued by Downer forms part of the
consideration in connection with the Offer –
see answer to question 5B.2 above.

5F.2
*Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
No
5F.2a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q5F.2 is
“Yes”.
N/A
5F.3
*Please explain the entity’s allocation policy
for the offer, including whether or not
acceptances from existing +security holders
will be given priority
The Downer Contingent Share Options do
not carry any right to dividends.
5F.4
*URL on the entity’s website where
investors can download the +disclosure
document or +PDS
https://www.downergroup.com/asx-announcements
5F.5
Any other information the entity wishes to
provide about the proposed offer
All relevant information regarding the
Downer Contingent Share Options can be
found in the Takeover Booklet.

+ See chapter 19 for defined terms
31 January 2020 Page 31
Part 6 – Details of proposed non-pro rata offer to wholesale investors
under an +information memorandum
If your response to Q1.6 is “A non-+pro rata offer to wholesale investors under an information memorandum”, please complete
Parts 6A – 6F and the details of the securities proposed to be issued in Part 8. Refer to Listing Rule 7.10 for the rules that apply
to non-pro rata issues to existing security holders.
Part 6A – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – conditions
Question
No.
Question Answer
6A.1
*Are any of the below approvals required for
the non-pro rata offer to wholesale investors
under an information memorandum issue?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity required to be given/met for
the offer to wholesale investors under
an information memorandum issue.
Yes or No
6A.1a Conditions
Answer these questions if your response to 6A.1 is Yes
Select the applicable approvals from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval

Court approval


Lodgement of court
order with +ASIC


ACCC approval


FIRB approval


Other (please specify
in comment section)


Part 6B – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – offer details
Question
No.
Question Answer
6B.1
*Class of +securities to be offered under the
+information memorandum (please enter
both the ASX security code & description)

+ See chapter 19 for defined terms
31 January 2020 Page 32
6B.2
*The number of +securities to be offered
under the +information memorandum

6B.3
*Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
Yes or No
6B.3a
*Describe the minimum subscription
condition
Answer this question if your response to Q6B.3 is
“Yes”.

6B.4
*Will the entity be entitled to accept over-
subscriptions?
Yes or No
6B.4a
*Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q6B.4 is
“Yes”.

6B.5
*Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?
Yes or No
6B.5a
*Describe the minimum acceptance
condition
Answer this question if your response to Q6B.5 is
“Yes”.

6B.6
*Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?
Yes or No
6B.6a
*Describe the maximum acceptance
condition
Answer this question if your response to Q6B.6 is
“Yes”.

6B.7
*Will a scale back be applied if the offer is
over-subscribed?
Yes or No
6B.7a *Describe the scale back arrangements
Answer this question if your response to Q6B.7 is
“Yes”.

6B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.

6B.9 *Has the offer price been determined? Yes or No
6B.9a *What is the offer price per +security?
Answer this question if your response to Q6B.9 is “Yes”
using the currency specified in your answer to Q6B.8.

6B.9b
*How and when will the offer price be
determined?
Answer this question if your response to Q6B.9 is “No”.

+ See chapter 19 for defined terms
31 January 2020 Page 33
6B.9c
*Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q6B.9 is “No”.
If your response to this question is “yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
Yes or No
6B.9d
*Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q6B.9 is “No”
and your response to Q6B.9c is “Yes ”.

Part 6C – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – timetable
Question
No.
Question Answer
6C.1
*Expected date of +information
memorandum

6C.2
*Date when +information memorandum and
acceptance forms will be made available to
investors

6C.3 *Offer open date
6C.4 *Closing date for receipt of acceptances
6C.6 *Proposed +Issue date
Part 6D – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – listing rule requirements
Question
No.
Question Answer
6D.1
*Has the entity obtained, or is it obtaining,
+security holder approval for the issue
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
Yes or No
6D.1a
*Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “Yes”.

6D.1b
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “No”.
Yes or No

+ See chapter 19 for defined terms
31 January 2020 Page 34
6D.1b(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.

6D.1c
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing
your response to Q6D.1 is “No”.
Yes or No
6D.1c(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.

Part 6E – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – fees and expenses
Question
No.
Question Answer
6E.1
*Will there be a lead manager or broker to
the proposed offer?
Yes or No
6E.1a *Who is the lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.

6E.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.

6E.2 *Is the proposed offer to be underwritten? Yes or No
6E.2a *Who are the underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.

6E.2b
*What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q6E.2 is Yes

+ See chapter 19 for defined terms
31 January 2020 Page 35
6E.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.

6E.2d
*Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q6E.2 is
"Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.

6E.2e
*Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Yes or No
6E.2e(i) *What is the name of that party?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions

6E.2e(ii)
*What is the extent of their underwriting or
sub-underwriting (ie the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2e is “Yes”.

6E.2e(iii)
*What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.

6E.3
*Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
Yes or No
6E.3a
* Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q6E.3 is
“Yes”.
Dollar based ($) or percentage based (%)
6E.3b
*Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “dollar based”.
$

+ See chapter 19 for defined terms
31 January 2020 Page 36
6E.3c
*Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “percentage based”.
%
6E.3d
Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q6E.3 is
“Yes”.

6E.4
Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer

Part 6F – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – further information
Question
No.
Question Answer
6F.1
*The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:


6F.2
*Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
Yes or No
6F.2a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q6F.2 is
“Yes”.

6F.3
*The entity’s allocation policy for the offer,
including whether or not acceptances from
existing +security holders will be given
priority

6F.4
*URL on the entity’s website where
wholesale investors can download the
+information memorandum

6F.5
Any other information the entity wishes to
provide about the proposed offer

+ See chapter 19 for defined terms
31 January 2020 Page 37
Part 7 – Details of proposed placement or other issue
If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities
proposed to be issued in Part 8.
Part 7A – Proposed placement or other issue – conditions
Question
No.
Question Answer
7A.1
*Are any of the following approvals required
for the placement or other type of issue?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
Yes or No
7A.1a Conditions
Answer these questions if your response to 7A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please answer “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval

Court approval


Lodgement of court
order with +ASIC


ACCC approval


FIRB approval


Other (please specify
in comment section)


Part 7B – Details of proposed placement or other issue - issue details
Question
No.
Question Answer
7B.1
Number of +securities proposed to be
issued

7B.2
*Are the +securities proposed to be issued
being issued for a cash consideration?
If the securities are being issued for nil cash consideration, answer
this question “No”.
Yes or No

+ See chapter 19 for defined terms
31 January 2020 Page 38
7B.2a
*In what currency is the cash consideration
being paid
For example, if the consideration is being paid in
Australian Dollars, state AUD.
Answer this question if your response to Q7B.1 is
“Yes”.

7B.2b *What is the issue price per +security
Answer this question if your response to Q7B.1 is “Yes ”
and by reference to the issue currency provided in your
response to Q7B.1a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q7B.1 as “No” and complete Q7B.1c.

7B.2c
Please describe the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.

7B.2d
Please provide an estimate of the AUD
equivalent of the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.

Part 7C – Proposed placement or other issue – timetable
Question
No.
Question Answer
7C.1 *Proposed +issue date
Part 7D – Proposed placement or other issue – listing rule requirements
Question
No.
Question Answer
7D.1
*Has the entity obtained, or is it obtaining,
+security holder approval for the issue
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
Yes or No
7D.1a
*Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “Yes”.

7D.1b
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
Yes or No

+ See chapter 19 for defined terms
31 January 2020 Page 39
7D.1b(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question the issuer is an ASX Listing, your
response to Q7D.1 is “No” and if your response to
Q7D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.

7D.1c
*Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
Yes or No
7D.1c(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.

7D.1c(ii)
*Please explain why the entity has chosen
to do a placement or other issue rather than
a +pro rata issue or an offer under a
+security purchase plan in which existing
ordinary +security holders would have been
eligible to participate
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.

7D.2
*Is a party referred to in listing rule 10.11.1
participating in the proposed issue?
Answer this question if the issuer is an ASX Listing.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Yes or No
7D.3
*Will any of the +securities to be issued be
+restricted securities for the purposes of the
listing rules?
Note: the entity should not apply for quotation of
restricted securities
Yes or No
7D.3a
*Please enter, the number and +class of the
+restricted securities and the date from
which they will cease to be +restricted
securities
Answer this question if your response to Q7D.3 is
“Yes”.

7D.4
*Will any of the +securities to be issued be
subject to +voluntary escrow?
Yes or No

+ See chapter 19 for defined terms
31 January 2020 Page 40
7D.4a
*Please enter the number and +class of the
+securities subject to +voluntary escrow
and the date from which they will cease to
be subject to +voluntary escrow
Answer this question if your response to Q7D.4 is
“Yes”.

Part 7E – Proposed placement or other issue – fees and expenses
Question
No.
Question Answer
7E.1
*Will there be a lead manager or broker to
the proposed issue?
Yes or No
7E.1a *Who is the lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.

7E.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.

7E.2 *Is the proposed issue to be underwritten? Yes or No
7E.2a *Who are the underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.

7E.2b
*What is the extent of the underwriting (i.e.
the amount or proportion of the issue that is
underwritten)?
Answer this question if your response to Q7E.2 is
“Yes”.

7E.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.

7E.2d
*Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q7E.2 is
“Yes”.
Note: You may cross-refer to a covering
announcement or to a separate annexure with this
information.

7E.3
*Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed issue?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q7E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Yes or No

+ See chapter 19 for defined terms
31 January 2020 Page 41
7E.3a *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.

7E.3b
*What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.

7E.3c
*What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.

7E.4
Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed issue

Part 7F – Proposed placement or other issue – further information
Question
No.
Question Answer
7F.1
*The purpose(s) for which the entity is
issuing the securities
You may select one or more of the items in the list.
☐ To raise additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:


7F.2
*Will the entity be changing its
dividend/distribution policy if the proposed
issue proceeds?
Yes or No
7F.2a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue proceeds
Answer this question if your response to Q7F.2 is
“Yes”.

7F.3
Any other information the entity wishes to
provide about the proposed issue

+ See chapter 19 for defined terms
31 January 2020 Page 42
Part 8 – details of +securities proposed to be issued
Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to
issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each
class of security proposed to be issued.
Part 8A – type of +securities proposed to be issued
Question
No.
Question Answer
8A.1 *The +securities proposed to be issued are:
Tick whichever is applicable
Note: SPP offers must select “existing quoted class”
☐ Additional +securities in a class that is
already quoted on ASX ("existing
quoted class")
☐ Additional +securities in a class that is
not currently quoted, and not intended
to be quoted, on ASX ("existing
unquoted class")
☐ New +securities in a class that is not yet
quoted, but is intended to be quoted, on
ASX ("new quoted class")
☒ New +securities in a class that is not
quoted, and not intended to be quoted,
on ASX ("new unquoted class")
Note: If the +securities referred to in this form are being offered under a +disclosure document or
+PDS and the entity selects the first or third option in its response to question 8A.1 above (existing
quoted class or new quoted class), then by lodging this form with ASX, the entity will be taken, for the
purposes of sections 711(5) and 1013H (as applicable) of the Corporations Act, to have applied for
quotation of those +securities. However, once the final number of +securities offered under the
+disclosure document or +PDS is known, the entity must complete and lodge with ASX an
Appendix 2A applying for the quotation of that number of +securities.
Part 8B – details of +securities proposed to be issued (existing quoted class or
existing unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.
Question
No.

Question Answer
8B.1 *ASX security code & description N/A
8B.2a
*Will the +securities to be quoted rank
equally in all respects from their issue date
with the existing issued +securities in that
class?
N/A
8B.2b
*Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8B.2a is
“No”.
N/A
8B.2c *Provide the actual non-ranking end date
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “Yes ”.
N/A
8B.2d
*Provide the estimated non-ranking end
period
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “No”.
N/A

+ See chapter 19 for defined terms
31 January 2020 Page 43
8B.2e
*Please state the extent to which the
+securities do not rank equally:
• in relation to the next dividend,
distribution or interest payment; or
• for any other reason
Answer this question if your response to Q8B.2a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment or they
may not be entitled to participate in some other event,
such as an entitlement issue.
N/A
Part 8C – details of +securities proposed to be issued (new quoted class or new
unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.
Question
No.

Question Answer
8C.1 *+Security description
The ASX security code for this security will be
confirmed by ASX in due course.
Downer Contingent Share Options
8C.2 *Security type
Select one item from the list.
Please select the most appropriate security type from
the list. This will determine more detailed questions to
be asked about the security later in this section. Select
“ordinary fully or partly paid shares/units” for stapled
securities or CDIs. For interest rate securities, please
select the appropriate choice from either “Convertible
debt securities” or “Non-convertible debt securities”.
Select “Other” for performance shares/units and
performance options/rights or if the selections available
in the list do not appropriately describe the security
being issued.
☐ Ordinary fully or partly paid shares/units
☒ Options
☐ +Convertible debt securities
☐ Non-convertible +debt securities
☐ Redeemable preference shares/units
☐ Other
8C.3 ISIN code
Answer this question if you are an entity incorporated
outside Australia and you are proposing to issue a new
class of securities other than CDIs. See also the note
at the top of this form.
N/A
8C.4a
*Will all the +securities proposed to be
issued in this class rank equally in all
respects from the issue date?
Yes
8C.4b
*Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8C.4a is
“No”.
N/A
8C.4c *Provide the actual non-ranking end date
Answer this question if your response to Q8C.5a is
“No” and your response to Q8C.4b is “Yes ”.
N/A
8C.4d
*Provide the estimated non-ranking end
period
Answer this question if your response to Q8C.4a is
“No” and your response to Q8C.4b is “No”.
N/A

+ See chapter 19 for defined terms
31 January 2020 Page 44
8C.4e
*Please state the extent to which the
+securities do not rank equally:
• in relation to the next dividend,
distribution or interest payment; or
• for any other reason
Answer this question if your response to Q8C.4a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment; or they
may not be entitled to participate in some other event,
such as an entitlement issue.
N/A

8C.5
Please attach a document or provide a URL
link for a document lodged with ASX setting
out the material terms of the +securities
proposed to be issued
You may cross-reference a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released to the ASX Market Announcements
Platform.
Refer to the Takeover Booklet released on
ASX, dated 12 August 2020 -
https://www.downergroup.com/asx-announcements.
8C.6
*Have you received confirmation from ASX
that the terms of the +securities are
appropriate and equitable under listing rule
6.1?
Answer this question only if you are an ASX Listing.
(ASX Foreign Exempt Listings and ASX Debt Listings
do not have to answer this question).
If your response is “No” and the securities have any
unusual terms, you should approach ASX as soon as
possible for confirmation under listing rule 6.1 that the
terms are appropriate and equitable.
Yes
8C.7a Ordinary fully or partly paid shares/units details
Answer the questions in this section if you selected this security type in your response to Question 8C.2.
*+Security currency
This is the currency in which the face amount of an
issue is denominated. It will also typically be the
currency in which distributions are declared.
N/A

*Will there be CDIs issued over the
+securities?
N/A
*CDI ratio
Answer this question if you answered “Yes” to the
previous question. This is the ratio at which CDIs can
be transmuted into the underlying security (e.g. 4:1
means 4 CDIs represent 1 underlying security whereas
1:4 means 1 CDI represents 4 underlying securities).
N/A
*Is it a partly paid class of +security? N/A
*Paid up amount: unpaid amount
Answer this question if answered “Yes” to the previous
question.
The paid up amount represents the amount of
application money and/or calls which have been paid
on any security considered ‘partly paid’
The unpaid amount represents the unpaid or yet to be
called amount on any security considered ‘partly paid’.
The amounts should be provided per the security
currency (e.g. if the security currency is AUD, then the
paid up and unpaid amount per security in AUD).
N/A

+ See chapter 19 for defined terms
31 January 2020 Page 45
*Is it a stapled +security?
This is a security class that comprises a number of
ordinary shares and/or ordinary units issued by
separate entities that are stapled together for the
purposes of trading.
N/A
8C.7b Option details
Answer the questions in this section if you selected this security type in your response to Question Q8C.2.
*+Security currency
This is the currency in which the exercise price is
payable.
N/A
*Exercise price
The price at which each option can be exercised and
convert into the underlying security.
The exercise price should be provided per the security
currency (i.e. if the security currency is AUD, the
exercise price should be expressed in AUD).
$0
*Expiry date
The date on which the options expire or terminate.
If the Target Price Conditions (defined
below) are not satisfied by the date that is
the fourth anniversary of the first date on
which the Offer Period commences, the
Downer Contingent Share Options will
expire.


*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if an option is exercised
For example, if the option can be exercised to receive
one fully paid ordinary share with ASX security code
ABC, please insert “One fully paid ordinary share
(ASX:ABC)”.
One Downer Contingent Share Option is
exercisable over one fully paid ordinary
share in Downer, subject to the satisfaction
of the "Target Price Conditions" as
described in the Takeover Booklet.
The number of Downer Shares issued are
subject to customary adjustments in the
event of bonus issues and reorganisations
of capital.

8C.7c
Details of non-convertible +debt securities, +convertible debt securities, or
redeemable preference shares/units
Answer the questions in this section if you selected one of these security types in your response to Question
Q8C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
*Type of +security
Select one item from the list
☐ Simple corporate bond
☐ Non-convertible note or bond
☐ Convertible note or bond
☐ Preference share/unit
☐ Capital note
☐ Hybrid security
☐ Other
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.
N/A

+ See chapter 19 for defined terms
31 January 2020 Page 46
*Face value
This is the principal amount of each security.
The face value should be provided per the security
currency (i.e. if security currency is AUD, then the face
value per security in AUD).
N/A
*Interest rate type
Select one item from the list
Select the appropriate interest rate type per the terms
of the security. Definitions for each type are provided in
the Guide to the Naming Conventions and Security
Descriptions for ASX Quoted Debt and Hybrid
Securities
☐ Fixed rate
☐ Floating rate
☐ Indexed rate
☐ Variable rate
☐ Zero coupon/no interest
☐ Other

*Frequency of coupon/interest payments
per year
Select one item from the list.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No coupon/interest payments
☐ Other
*First interest payment date
A response is not required if you have selected “No
coupon/interest payments” in response to the question
above on the frequency of coupon/interest payments
N/A
*Interest rate per annum
Answer this question if the interest rate type is fixed.
N/A

*Is the interest rate per annum estimated at
this time?
Answer this question if the interest rate type is fixed.
N/A

*If the interest rate per annum is estimated,
then what is the date for this information to
be announced to the market (if known)
Answer this question if the interest rate type is fixed
and your response to the previous question is “Yes”.
Answer “Unknown” if the date is not known at this time.
N/A

*Does the interest rate include a reference
rate, base rate or market rate (e.g. BBSW
or CPI)?
Answer this question if the interest rate type is floating
or indexed.
N/A

*What is the reference rate, base rate or
market rate?
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes ”.
N/A

*Does the interest rate include a margin
above the reference rate, base rate or
market rate?
Answer this question if the interest rate type is floating
or indexed.
N/A

+ See chapter 19 for defined terms
31 January 2020 Page 47

*What is the margin above the reference
rate, base rate or market rate (expressed as
a percent per annum)
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes ”.
N/A
*Is the margin estimated at this time?
Answer this question if the interest rate type is floating
or indexed.
N/A

*If the margin is estimated, then what is the
date for this information to be announced to
the market (if known)
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes ”.
Answer “Unknown” if the date is not known at this time.
N/A

*S128F of the Income Tax Assessment Act
status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
• “s128F exempt” means interest payments are not
taxable to non-residents;
• “Not s128F exempt” means interest payments are
taxable to non-residents;
• “s128F exemption status unknown” means the
issuer is unable to advise the status;
“Not applicable” means s128F is not applicable to this
security
☐ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☐ Not applicable


*Is the +security perpetual (i.e. no maturity
date)?
N/A
*Maturity date
Answer this question if the security is not perpetual
N/A

*Select other features applicable to the
+security
Up to 4 features can be selected. Further information is
available in the Guide to the Naming Conventions and
Security Descriptions for ASX Quoted Debt and Hybrid
Securities.
☐ Simple
☐ Subordinated
☐ Secured
☐ Converting
☐ Convertible
☐ Transformable
☐ Exchangeable
☐ Cumulative
☐ Non-Cumulative
☐ Redeemable
☐ Extendable
☐ Reset
☐ Step-Down
☐ Step-Up
☐ Stapled
☐ None of the above

+ See chapter 19 for defined terms
31 January 2020 Page 48

*Is there a first trigger date on which a right
of conversion, redemption, call or put can
be exercised (whichever is first)?
N/A
*If yes, what is the first trigger date
Answer this question if your response to the previous
question is “Yes”.
N/A

*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if the +securities to be quoted are
converted, transformed or exchanged
Answer this question if the security features include
“converting”, “convertible”, “transformable” or
“exchangeable”.
For example, if the security can be converted into
1,000 fully paid ordinary shares with ASX security code
ABC, please insert “1,000 fully paid ordinary shares
(ASX:ABC)”.
N/A
Introduced 01/12/19; amended 31/01/20