Change of Interest of 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 B
ACN/ ARSN (if applicable)L1 Capital Pty Ltd (125 378 145) and L1 Capital Strategic Equity Management Pty Ltd (648 751 928)
There was a change in the interests of the substantial holder on
The previous notice was given to the company on
The previous notice was dated
2. Previous and present voting power
*Based on issued capital of 671,573,679 shares
3. Changes in relevant interests
See Annexure A
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
See Annexure B
Class and number of
securities
Holder of relevant
interest
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial
holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change
Class and number of
securities affected
Registered Holder of securities
Person entitled to be
registered as holder (8)Nature of relevant interestPerson's votes
8/02/2023
17/01/2023
17/01/2023
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 when
last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
Present noticePrevious notice
Voting power (5)
FPO
Class of securities (4)
6.95%
Person's votesVoting power (5)Person's votes
38,042,268 5.66%46,696,236
Person's votes affected
Person whose relevant interest
changedNature of change (6)
Consideration given in
relation to change (7)

5. Changes in association
6. Addresses
The addresses of persons named in this form are as follows:
Signature
Print nameCapacity
Sign hereDate
DIRECTIONS
(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)The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6)Include details of:
(a)
(b)
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7)
(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)Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Head of Compliance
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.
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 6 of the
form.
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).
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in
the company or scheme are as follows:
Nature of association
Name
L1 Capital Pty Ltd
Address
Name and ACN/ ARSN (if applicable)
N/A
Level 45, 101 Collins Street, Melbourne, VIC, 3000
any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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
10/02/2023
Jane Stewart
L1 Capital Strategic Equity Management Pty LtdLevel 45, 101 Collins Street, Melbourne, VIC, 3001

Annexure A
L1 Capital Pty Ltd (ACN 125 378 145) and L1 Capital Strategic Equity Management Pty Ltd (ACN 648 751 928) change in substantial holding in Downer EDI Limited.
This is Annexure "A" of 1 page referred to in the Form 604 (Notice of change of interests of substantial holder)
Print NameJane StewartCapacityHead of Compliance
Sign HereDate
10/02/2023
Changes in relevant interests
11/10/2022 On-Market Purchase
66,168.93$
16,923
FPO
16,923
30/12/2022 On-Market Purchase
2,523,854.82$ 647,704
FPO
647,704
25/01/2023 On-Market Purchase
12,526,000.00$
3,200,000
FPO
3,200,000
25/01/2023 On-Market Purchase
368,167.21$ 97,489
FPO
97,489
25/01/2023 On-Market Purchase
655,104.03$
173,047
FPO
173,047
25/01/2023 On-Market Purchase
500,277.43$ 131,507
FPO
131,507
25/01/2023 On-Market Purchase
979,060.66$ 253,531
FPO
253,531
25/01/2023 On-Market Purchase
5,893,236.98$ 1,499,594
FPO
1,499,594
25/01/2023 On-Market Purchase
8,335,328.12$ 2,134,173
FPO
2,134,173
25/01/2023 On-Market Purchase
1,947,500.00$ 500,000
FPO
500,000
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
Class and number of securities affected
Person's votes
affected
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
Date of change
Person whose
relevant interest
changed
Nature of change (6)Consideration given in relation to change (7)
L1 Capital Pty Ltd

Annexure B
L1 Capital Pty Ltd (ACN 125 378 145) and L1 Capital Strategic Equity Management Pty Ltd (ACN 648 751 928) change in substantial holding in Downer EDI Limited.
This is Annexure "B" of 1 page referred to in the Form 604 (Notice of change of interests of substantial holder)
Print NameJane StewartCapacityHead of Compliance
Sign HereDate
10/02/2023
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.
754,196 FPO
State Street Australia Limited (SSAL)State Street Australia Limited (SSAL)as above605,776 FPO
Morgan Stanley & Co. International PLCMorgan Stanley & Co. International PLCas above
39,083,072 FPO
Merrill Lynch (Australia) Nominees Pty LtdMerrill Lynch (Australia) Nominees Pty Ltdas above
37,280
FPO
Citicorp Nominees Pty LtdCiticorp Nominees Pty Ltdas above
4,266,034 FPO
JPMorgan Chase Bank, N.A.JPMorgan Chase Bank, N.A.as above
1,417,502 FPO
State Street Australia Limited (SSAL)State Street Australia Limited (SSAL)as above
532,376 FPO
46,696,236
L1 Capital Strategic Equity Management Pty Ltd
L1 Capital Pty Ltd
Class and number of securities
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