Downer EDI Limited/Announcement
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Notification regarding unquoted securities – Appendix 3G

Capital Change14 October 2021DOWIndustrials

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

Equity Securities

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Announcement Summary

Entity name

DOWNER EDI LIMITED

Date of this announcement

Wednesday October 13, 2021

The +securities the subject of this notification are:

Total number of +securities to be issued/transferred

ASX +security

codeSecurity description

Total number of

+securities to be

issued/transferredIssue date

DOWACPERFORMANCE RIGHTS2,585,87030/09/2021

Refer to next page for full details of the announcement

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

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

Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

DOWNER EDI LIMITED

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

1.2 Registered number type

ABN

Registration number

97003872848

1.3 ASX issuer code

DOW

1.4 The announcement is

1.5 Date of this announcement

13/10/2021

New announcement

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

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

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

which:

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

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

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

Equity Securities

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

ASX in an Appendix 3B

ASX +security code and description

DOWAC : PERFORMANCE RIGHTS

Date the +securities the subject of this notification were issued

30/9/2021

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

+securities in that class

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

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

Name of KMPName of registered holderNumber of +securities

Grant FennSame

584,317

Michael FergusonSame

146,079

Peter TompkinsSame

146,079

Stephen KilleenSame

133,163

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

or a summary of the terms

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

three equal tranches:

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

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

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

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

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

Yes

Yes

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

Equity Securities

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Issue details

Number of +securities

2,585,870

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

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of

the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one

application for quotation/issuance currently with ASX for processing.)

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

ASX +security code and description

Total number of

+securities on issue

DOW : ORDINARY FULLY PAID696,104,501

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

ASX +security code and description

Total number of

+securities on issue

DOWAB : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES4,999,967

DOWAC : PERFORMANCE RIGHTS4,006,083

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

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue

did not need any security holder approval under Listing Rule 7.1?

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

14

Yes

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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