Appendix 3H – Notification of cessation of securities

This appendix is available as an online form
O n l y use this form if the online version is not available +Rule 3.10.3E
+ See ch ap ter 19 fo r d efin ed terms
5 June 20 21 Pag e 1
Appendix 3H
Notification of cessation of +securities
Information and documents given to ASX become ASX’s property and may be made public.
*Denotes minimum information required for first lodgement of this form.
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity named above) provide the following
information about our issued capital.
1

Downer EDI Limited
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 *The announcement is
Select whichever is applicable.
☒ New announcement
☐
Update/amendment to previous
announcement
☐
Cancellation of previous
announcement
1.4a
*Reason f or update
Answer this question if your response to Q 1.4 is
“Update/amendment to previous announcement”.
N/A
1.4b
*Date of previous announcement to this
update
Answer this question if your response to Q 1.4 is
“Update/amendment to previous announcement”.

N/A
1.4c
*Reason f or cancellation
Answer this question if your response to Q 1.4 is
“Cancellation of previous announcement”.

N/A
1.4d
*Date of previous announcement to this
cancellation
Answer this question if your response to Q 1.4 is
“Cancellation”.
N/A
1.5 *Date of this announcement 22 September 2021

1
Listing rule 3.10.3E requires an entity to notify ASX of details of the cessation of:
(a) any securities issued under an employee incentive scheme:
(i) to key management personnel or an associate, within 5 business days of their cessation;
(ii) to someone who is not key management personnel or an associate, within 10 business days of the end of the
quarter in which the cessation occurred;
(b) any other equity securities not otherwise notifiable to ASX under rule 3.8A, within 5 business days of their cessation; or
(c) any quoted debt securities, within 5 business days of their cessation.
The notification must be in the form of, or accompanied by, an Appendix 3H.
Listing rule 3.8A requires an entity to notify ASX of the cessation of securities pursuant to a buy-back by giving ASX an
Appendix 3H:
• in the case of a minimum holding buy-back, within 5 business days of the completion of the buyback; or
• in all other cases, within 5 business days of giving ASX the final notice for the buy-back.

This appendix is available as an online form Appendix 3H
Notification of cessation of +securities
+ See ch ap ter 19 fo r d efin ed terms
5 June 20 21 Pag e 2
Part 2 – Details of +equity securities or quoted +debt securities that
have ceased
Question
No.

Question Answer
2.1 *ASX +security code and description Downer Contingent Share Options
2.2 *Number of securities that have ceased 480 Downer Contingent Share Options
2.3 *Reason f or cessation
Note: the conversion of a convertible security (which
is notifiable to ASX under Listing Rule 3.10.3B) is
not regarded as the “cessation” of the convertible
security for the purposes of this rule. Likewise, the
payment up of a partly paid security resulting in it
becoming a fully paid security (which is notifiable to
ASX under Listing Rule 3.10.3D) is not regarded as
the “cessation” of the partly paid security for the
purposes of this rule.
☐ Expiry of option or other convertible
security without exercise or conversion
☒ Lapse of conditional right to securities
because the conditions have not been,
or have become incapable of being,
satisfied
☐ Cancellation pursuant to a minimum
holding buy-back
☐ Cancellation pursuant to an employee
share scheme buy-back
☐ Cancellation pursuant to an on-mark et
buy-back
☐ Cancellation pursuant to an equal
access scheme buy-back
☐ Cancellation pursuant to a selective
buy-back
☐ Cancellation pursuant to another form
of buy back
☐ Cancellation pursuant to a reduction of
capital
☐ Cancellation pursuant to a scheme of
arrangement or other reconstruction
☐ Cancellation by agreement between
the entity and the holder
☐ Repayment or redemption of
+convertible debt security without
conversion
☐ Repayment or redemption of quoted
+debt security
☐ Redemption of redeemable preference
securities
☐ Redemption of units
☐ Cancellation of partly paid +securities
upon which a call or instalment has
not been paid
☐ Other
If you have selected ‘other’ please provide additional
details regarding the reason for cessation here:
2.4 *Date of cessation 21 September 2021

This appendix is available as an online form Appendix 3H
Notification of cessation of +securities
+ See ch ap ter 19 fo r d efin ed terms
5 June 20 21 Pag e 3
2.5
*Is the entity paying any consideration for
the cessation?
Example: the payment of an amount to the holder of
an option or right as consideration for the holder to
agree to a cancellation of the option or right.
The repayment of the principal amount of a
convertible debt security or quoted debt security in
accordance with its terms is not regarded as
consideration paid for the cessation of that security.
No
2.6
*In what currency is the consideration
being paid?
Answer this question if your response to Q 2.5 is
“Yes”

N/A
2.6a
*Consideration amount p er +security paid
by the entity for the cessation
Answer this question if your response to Q 2.5 is
“Yes”
The consideration amount per security should be
provided per the currency specified in Q2.6.
Note: This question is not applicable for buy-back
events (i.e. Minimum Holding, Employee, On-Market,
Equal Access, Selective),
N/A
2.6b
*Total consideration paid or payable for
the securities
The total consideration amount should be provided
per the currency specified in Q2.6.

Note: This question is applicable to buy-back events
only (i.e. minimum holding, employee share scheme,
on-market, equal access scheme, selective or other),

N/A
2.7
Any other information the entity wishes to
no tif y to ASX about the cessation?
Ref er to the Takeover Booklet for
Spotless Group Holdings Limited dated 12
August 2020 for the terms of the Downer
Contingent Share Options.

Repeat the above questions if you are advising the cessation of more than one security class.

This appendix is available as an online form Appendix 3H
Notification of cessation of +securities
+ See ch ap ter 19 fo r d efin ed terms
5 June 20 21 Pag e 4
Part 3 – Issued capital following changes
Following the cessation of the +securities the subject of this notification, the issued capital of the
entity will comprise:
3.1
*Quoted +equity securities and +debt securities (total number of each +class of
+securities quoted on ASX)

ASX +security code and description Total number of +securities on issue
DOW – f ully paid ordinary shares in
Downer EDI Limited



696,104,501 f ully paid ordinary shares


3.2
*Unquoted +equity securities (total number of each +class of +equity securities
issued but not quoted on ASX):
ASX +security code and description Total number of +securities on issue
DOW – Downer Contingent Share
Options (Refer to the Takeover Booklet
f or Spotless Group Holdings Limited
dated 12 August 2020 for the terms of
the Downer Contingent Share Options.)

4,999,967 contingent share options

Note: the figures provided in the tables in sections 3.1 and 3.2 above are used to calculate the total market capitalisation of
the entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities
issued by the entity.
If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 3.1.
Restricted securities should only be included in the table in section 3.1 if you are applying to have them quoted because the
escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 3.2.

Introduced 05/06/21