Becoming a substantial holder

To Company Name/ SchemeDowner EDI Limited
ACN/ ARSN003 872 848
1. Details of substantial holder (1)
NameL1 Capital Pty Ltd and each of the entities set out in Annexure A
ACN/ ARSN (if applicable)L1 Capital Pty Ltd (125 378 145) and L1 Capital Strategic Equity Management Pty Ltd (648 751 928)
The holder became a substantial holder on
2. Details of voting power
*Based on issued capital of 671,573,679 shares
3. Details of relevant interests
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
5. Consideration
See Annexure B
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Form 603
Corporations Act 2001
Notice of initial substantial holder
Cash
See Annexure A
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:
Class and number of securities
Holder of relevant
interest
Date of
acquisitionNon-cash
Class and number of securities
See Annexure A
Registered Holder of
securities
Person entitled to be
registered as holder (8)Class and number of securitiesHolder of relevant interest
Consideration (9)
Nature of associationName and ACN/ ARSN (if applicable)
N/A
Section 671B
Holder of relevant interestNature of relevant interest (7)
13/01/2023
Class of securities (4)Number of securitiesPerson's votes (5)Voting power (6)
FPO38,042,26838,042,2685.66%
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:
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:

7. Addresses
The addresses of persons named in this form are as follows:
Signature
Print nameCapacity
Sign hereDate
(1)
(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)
(6)The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7)Include details of:
(a)
(b)
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8)
(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.
17/01/2023
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.
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
L1 Capital Pty LtdLevel 45, 101 Collins Street, Melbourne, VIC, 3000
L1 Capital Strategic Equity Management Pty LtdLevel 45, 101 Collins Street, Melbourne, VIC, 3001
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".
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
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).
DIRECTIONS
Jane StewartHead of Compliance
NameAddress

Annexure A
L1 Capital Pty Ltd (ACN 125 378 145) and L1 Capital Strategic Equity Management Pty Ltd (ACN 648 751 928) notice of initial substantial holding in Downer EDI Limited.
This is Annexure "A" of 1 page referred to in the Form 603 (Notice of initial substantial holder)
Print NameJane StewartCapacityHead of Compliance
Sign HereDate
17/01/2023
Details of present relevant interests
Holder of relevant interestRegistered holder of securities
Persons entitled to be a registered holder
Nature of relevant
interest
National Nominees LimitedNational Nominees Limited
Power to (or to control)
exercise vote and/or dispose of
the securities as discretionary
investment managers or
advisers of superannuation
funds, pooled superannuation
trusts, managed investment
schemes and investment
management agreements.
737,273
FPO
State Street Australia Limited (SSAL)State Street Australia Limited (SSAL)
as above
605,776 FPO
Morgan Stanley & Co. International PLCMorgan Stanley & Co. International PLC
as above
30,483,307 FPO
Citicorp Nominees Pty LtdCiticorp Nominees Pty Ltd
as above
4,279,760 FPO
JPMorgan Chase Bank, N.A.JPMorgan Chase Bank, N.A.
as above
1,243,373 FPO
State Street Australia Limited (SSAL)State Street Australia Limited (SSAL)
as above
712,779 FPO
L1 Capital Strategic Equity Management Pty Ltd
L1 Capital Pty Ltd
Class and number of securities
L1 Capital Strategic Equity Management Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Strategic Equity Management Pty Ltd

Annexure B
L1 Capital Pty Ltd (ACN 125 378 145) and L1 Capital Strategic Equity Management Pty Ltd (ACN 648 751 928) notice of initial substantial holding in Downer EDI Limited.
This is Annexure "B" of 2 pages referred to in the Form 603 (Notice of initial substantial holder)
Print NameJane StewartCapacityHead of Compliance
Sign HereDate
17/01/2023
Changes in relevant interests
11/11/2022
On-Market Purchase
4,414,172.79$ 895,170
FPO
895,170
14/11/2022
On-Market Purchase
1,437,360.58$ 285,393
FPO
285,393
15/11/2022
On-Market Purchase
11,846,323.84$ 2,336,600
FPO
2,336,600
16/11/2022
On-Market Purchase
3,147,466.84$ 625,854
FPO
625,854
17/11/2022
On-Market Purchase
3,682,580.78$ 731,871
FPO
731,871
21/11/2022
On-Market Purchase
1,772,750.00$ 350,000
FPO
350,000
23/11/2022
On-Market Purchase
255,750.00$ 50,000
FPO
50,000
Class and number of
securities affected
Person's votes
affected
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
Date of changePerson whose relevant interest changedNature of change (6)Consideration given in relation to change (7)
L1 Capital Pty Ltd

25/11/2022
On-Market Purchase
2,213,789.08$ 429,736
FPO
429,736
28/11/2022
On-Market Purchase
3,081,000.00$ 600,000
FPO
600,000
29/11/2022
On-Market Purchase
13,115,920.17$ 2,537,778
FPO
2,537,778
30/11/2022
On-Market Purchase
4,393,215.14$ 854,495
FPO
854,495
1/12/2022
On-Market Purchase
25,197,439.87$ 5,032,974
FPO
5,032,974
6/12/2022
On-Market Purchase
5,114,675.04$
1,059,184 FPO
1,059,184
8/12/2022
On-Market Purchase
15,495,652.01$ 4,127,484
FPO
4,127,484
9/12/2022
On-Market Purchase
18,009,493.47$ 4,938,807
FPO
4,938,807
12/12/2022
On-Market Purchase
584,313.87$ 157,497
FPO
157,497
13/12/2022
On-Market Purchase
10,259,495.44$ 2,672,390
FPO
2,672,390
14/12/2022
On-Market Purchase
290,977.47$ 75,506
FPO
75,506
15/12/2022
On-Market Purchase
1,045,460.47$ 274,964
FPO
274,964
20/12/2022
On-Market Purchase
3,040,438.35$ 819,170
FPO
819,170
23/12/2022
On-Market Purchase
1,186,997.46$ 322,116
FPO
322,116
29/12/2022
On-Market Purchase
707,102.57$ 192,671
FPO
192,671
30/12/2022
On-Market Purchase
2,324,557.95$ 625,066
FPO
625,066
4/01/2023
On-Market Purchase
300,763.24$ 80,896
FPO
80,896
5/01/2023
On-Market Purchase
1,490,000.00$ 400,000
FPO
400,000
12/01/2023
On-Market Purchase
78,563.91$ 20,186
FPO
20,186
13/01/2023
On-Market Purchase
16,105,111.57$ 4,102,168
FPO
4,102,168
16/01/2023
On-Market Purchase
1,493,376.64$ 377,764
FPO
377,764
17/01/2023
On-Market Purchase
4,957,581.80$ 1,255,084
FPO
1,255,084
L1 Capital Strategic Equity Management Pty Ltd
L1 Capital Pty Ltd
L1 Capital Strategic Equity Management Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Strategic Equity Management Pty Ltd
L1 Capital Strategic Equity Management Pty Ltd
L1 Capital Strategic Equity Management Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd