Becoming a substantial holder

Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder


To Company Name/Scheme

Downer EDI

ACN/ARSN/ABN 003 872 848


1. Details of substantial holder (1)

Name Allan Gray Australia Pty Ltd (Allan Gray Australia) and its related bodies corporate as set out in Table 1 of
Annexure A (together the Group), as investment manager for the funds or investment mandates listed at Table 2 of
Annexure A
ACN/ARSN (if applicable) 112 316 168 (ACN of Allan Gray Australia)

The holder became a substantial holder on 12 January 2023

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2)
had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4) Number of securities Person's votes (5) Voting power (6)
Ordinary shares 33,743,399 33,743,399 5.02%


3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a
substantial holder are as follows:

Holder of relevant interest Nature of relevant interest (7) Class and number of securities
See Annexure A, Tables 2 and 3


4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder (8)
Class and number
of securities
See Annexure A, Tables 2 and 3


5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder
became a substantial holder is as follows:

Holder of relevant
interest
Date of acquisition Consideration (9) Class and number
of securities
Cash Non-Cash
See Annexure A, Table
4

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association
See Annexure A, Tables 1 and 2

7. Addresses

The addresses of persons named in this form are as follows:

Name Address
The Group C/- Allan Gray Australia, Level 2 Challis House, 4 Martin Place Sydney,
NSW 2000


Signature

Print name Elizabeth Lee Capacity: Company Secretary

Sign here




Date: 16 January 2023


DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an
equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to
throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of
the form.

(2) See the definition of “associate” in section 9 of the Corporations Act 2001.

(3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

(4) The voting shares of a company constitute one class unless divided into separate classes.

(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant
interest in.

(6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

(7) Include details of:

(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document
setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement,
must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities
to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

(8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write “unknown”.

(9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become
entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must
be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from
whom the relevant interest was acquired.

Downer EDI
THIS IS ANNEXURE A OF 2 PAGES REFERRED TO IN THE ABOVE FORM 603
Print name Elizabeth Lee Company Secretary

Sign here



Date: 16 January 2023

Table 1 – Related bodies corporate
The following entities are associates of Allan Gray Australia Pty Ltd (AGA) and each other by virtue of being related bodies corporate.
Orbis Allan Gray Limited Orbis Mansfield Street Properties Ltd
Orbis Holdings Limited Orbis Investment Management (BVI) Limited (OIMLBVI)
Orbis Investment Management Limited (OIML) Orbis Investment Advisory Pty Limited
Orbis Asset Management Limited (OAML) Allan Gray (Holdings) Pty Ltd
Orbis Administration Limited Orbis Investment Management (Hong Kong) Limited
Orbis Investment Research Limited Orbis Client Services (Canada) Limited
Orbis Investment Management (MIS) Limited Orbis Holdings (UK) Limited
Triple Blue Holdings Limited Orbis Investment Management (Europe) LLP
Pictet Overseas Trust Corporation and Pictet Trustee Company SA Orbis Investment Management (Luxembourg) S.A
Allan & Gill Gray Foundation (Guernsey) EmCap Limited (Guernsey)


Table 2 - Funds
An entity within the Group acts as investment manager for some or all of the assets in the following funds.

No Fund name Registered holder / Persons entitled to be registered holder
1. Allan Gray Australia Equity Fund Citibank N.A., Sydney Branch
2. Allan Gray Australia Balanced Fund Citibank N.A., Sydney Branch
3. Allan Gray Australia Stable Fund Citibank N.A., Sydney Branch
4. AMP Capital Specialist Australian Share Fund BNP Paribas Fund Services Australasia Pty Ltd
5. AMP Super Fund BNP Paribas Fund Services Australasia Pty Ltd
6. Future Directions Australian Equity Fund BNP Paribas Fund Services Australasia Pty Ltd
7. Morningstar Australian Shares High Alpha Fund JP Morgan Chase Bank
8. Construction and Building Unions Superannuation Fund JP Morgan Chase Bank
9. HESTA Superannuation Fund JP Morgan Chase Bank
10. Hostplus Pooled Superannuation Trust Citibank N.A., Sydney Branch
11. Russell Investments Australian Opportunities Fund State Street Australia Ltd
12. Equipsuper National Custodian Services
13. Non-Government Schools Superannuation Fund State Street Australia Ltd
14. REST Superannuation Fund State Street Australia Ltd
15. Government Employees Superannuation Board Northern Trust Corporation
16. Orbis Global Equity Fund (Australia Registered) Citibank N.A., Sydney Branch
17. Orbis Emerging Markets Equity Fund (Australia Registered) Citibank N.A., Sydney Branch
18. Orbis Global Equity LE Fund (Australia Registered) Citibank N.A., Sydney Branch
19. Orbis Global Balanced Fund (Australia Registered) Citibank N.A., Sydney Branch
20. Orbis Global Equity Fund Limited Citibank N.A., Sydney Branch
21. Orbis Optimal SA Fund Limited Citibank N.A., Sydney Branch
22. Institutional Global Equity Fund Citibank N.A., Sydney Branch
23. Orbis Optimal LP Citibank N.A., Sydney Branch
24. Orbis International Equity LP Citibank N.A., Sydney Branch
25. Orbis Institutional Global Equity LP Citibank N.A., Sydney Branch
26. Orbis Institutional International Equity LP Citibank N.A., Sydney Branch
27. Orbis Institutional U.S. Equity LP Citibank N.A., Sydney Branch
28. Orbis Institutional Emerging Markets Equity LP Citibank N.A., Sydney Branch
29. Orbis SICAV – Global Equity Fund Citibank N.A., Sydney Branch
30. Orbis SICAV – Emerging Markets Fund Citibank N.A., Sydney Branch
31. Orbis SICAV – Global Balanced Fund Citibank N.A., Sydney Branch
32. Orbis SICAV – International Equity Citibank N.A., Sydney Branch
33. Orbis OEIC Global Equity Fund Citibank N.A., Sydney Branch
34. Orbis Institutional Global Equity (OFO) Citibank N.A., Sydney Branch
35. OEIC Global Balanced Fund Citibank N.A., Sydney Branch
36. OEIC Global Cautious Fund Citibank N.A., Sydney Branch
37. Orbis SICAV Global Cautious Fund Citibank N.A., Sydney Branch

Table 3 – Present relevant interest

Ordinary shares

Holder of relevant interest Registered holder of securities / Person entitled to be registered as holder Number of securities held
AGA and its associates listed in Table 1 BNP Paribas Fund Services Australasia Pty Ltd 2,084,284
AGA and its associates listed in Table 1 Citibank N.A., Sydney Branch 16,587,890
AGA and its associates listed in Table 1 JP Morgan Chase Bank 5,943,811
AGA and its associates listed in Table 1 National Custodian Services 3,165,340
AGA and its associates listed in Table 1 Northern Trust Corporation 1,309,521
AGA and its associates listed in Table 1 State Street Australia Ltd 4,652,553
Total

33,743,399


An entity within the Group acts as investment manager for the funds set out in Table 2 and the above registered holders hold all or some of the assets within those
funds.

Table 4 – Purchases over the last four months

Ordinary shares

Date of change Person whose relevant interest changed Nature of change Number of securities Consideration Currency
12 Sep 2022 to 12 Jan 2023 AGA and its associates listed in Table 1 Buys 28,528,589 119,437,573 AUD
12 Sep 2022 to 12 Jan 2023 AGA and its associates listed in Table 1 Sells 20,347 75,894 AUD


All trades occur on market, via in-specie under a dividend reinvestment plan, or pursuant to a capital raising (as applicable).