Changes relating to buy-back – Appendix 3D

Appendix 3D
Changes relating to buy-back



+
See chapter 19 for defined terms.

11/01/2010 Appendix 3D Page 1
Rule 3.8A
Appendix 3D

Changes relating to buy-back
(except minimum holding buy-back)

Information and documents given to ASX become ASX’s property and may be made public.
Introduced 1/9/99. Origin: Appendix 7B. Amended 13/3/2000, 30/9/2001, 11/01/10


Name of entity ABN/ARSN
Downer EDI Limited

97 003 872 848

We (the entity) give ASX the following information.

1 Date that an Appendix 3C or the last
Appendix 3D was given to ASX

27 April 2021

Information about the change

Complete each item for which there has been a change and items 9 and 10.





Column 1
(Details announced to
market in Appendix 3C or
last Appendix 3D)
Column 2
(Details of change to
buy-back proposals)

On-market buy-back


2 Name of broker who will act on the
company’s behalf





3
Deleted 30/9/2001.

Appendix 3D
Changes relating to buy-back



+
See chapter 19 for defined terms.

Appendix 3D Page 2 11/01/2010
4 If the company/trust intends to buy
back a maximum number of
shares/units – that number
Note: This requires a figure to be included, not a
percentage. The reference to a maximum number is to
the total number including shares/units already bought
back and shares/units remaining to be bought back. If
the total has not changed, the item does not need to be
completed.

Up to a maximum of
70,100,000 shares
(representing 10% of
the issued capital in
the Company as at 27
April 2021).

The Company
reserves the rights to
suspend or terminate
the buyback at any
time.
Up to 67,575,788
fully paid ordinary
shares in the
Company
(representing 10% of
the issued capital in
the Company as at
20 April 2022) and
in all cases within
the 10/12 limit in the
Corporations Act.

The Company
reserves the rights to
suspend or terminate
the buyback at any
time.



5 If the company/trust intends to buy
back a maximum number of
shares/units – the number remaining to
be bought back


Up to 39,542,055
fully paid ordinary
shares in the
Company in the 12-
month period from
Thursday 12 May
2022 and otherwise
within the 10/12
limit (having bought-
back 28,033,733
shares in the period
from Wednesday 12
May 2021 to the date
of this Appendix
3D).


6 If the company/trust intends to buy-
back shares/units within a period of
time – that period of time; if the
company/trust intends that the buy-
back be of unlimited duration - that
intention

Commencing no
earlier than
Wednesday 12 May
2021 and ending on
11 May 2022.

The Company
reserves the rights to
suspend or terminate
the buyback at any
time.
The on-market buy-
back program is
extended for 12
months, from
Wednesday 11 May
2022.

The Company
reserves the rights to
suspend or terminate
the buyback at any
time.

Appendix 3D
Changes relating to buy-back



+
See chapter 19 for defined terms.

11/01/2010 Appendix 3D Page 3
7 If the company/trust intends to buy
back shares/units if conditions are met
– those conditions









All buy-backs

8 Any other change











9 Reason for change

The Company wishes to extend the buy-back
for a 12-month period, commencing 11 May
2022 to maintain flexibility with regard to its
capital management strategies. Shares bought
back will be within the 10/12 limit exception in
the Corporations Act. Shares will be bought
back should the Company consider it
appropriate to do so having regard to the
Company’s capital management strategy.



10 Any other information material to a
shareholder’s/unitholder’s decision
whether to accept the offer (eg, details
of any proposed takeover bid)
Not applicable.




Compliance statement

1. The company is in compliance with all Corporations Act requirements relevant to
this buy-back.

or, for trusts only:

1. The trust is in compliance with all requirements of the Corporations Act as
modified by Class Order 07/422, and of the trust’s constitution, relevant to this
buy-back.

Appendix 3D
Changes relating to buy-back



+
See chapter 19 for defined terms.

Appendix 3D Page 4 11/01/2010
2. There is no information that the listing rules require to be disclosed that has not
already been disclosed, or is not contained in, or attached to, this form.

20 April 2022
Sign here: ............................................................ Date: .........................
Company secretary

Print name: Robert Regan
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