Ceasing to be a substantial holder

Form 605

Corporations Act 2001

Section 671B

Notice of ceasing to be a substantial holder


To Company Name/Scheme DOWNER EDI LIMITED

ACN/ARSN ACN 003 872 848

1. Details of substantial holder (1)

Name Perpetual Limited and its related bodies corporate

ACN/ARSN (if applicable) ACN 000 431 827

The holder ceased to be a


substantial holder on
17/02/2023
The previous notice was given to the company on

25/01/2023
The previous notice was dated
23/01/2023
2. Changes in relevant interests



Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 Person whose Nature of Consideration
Class (6) and
Person's votes
change relevant interest change (4) given in relation number of affected

changed

to change(5) securities


affected


Refer to Annexure A


3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the
substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association



4. Addresses

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

Perpetual Limited (PPT) 18/123 Pitt Street, Sydney, 2000, NSW, Australia
Pendal Group Limited (PDL)

Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW 2000
Pendal Fund Services Limited (PFSL)

Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW 2000
Pendal Institutional Limited (PIL)

Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW 2000
Downer EDI Limited

Level 2, Triniti III, Triniti Business Campus, 39 Delhi Road, NORTH RYDE,
NSW, AUSTRALIA, 2113



Signature
print name Sylvie DIMARCO capacity Company Secretary
sign here

date
21/02/2023

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 4 of the form.

(2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

(3) See the definition of "associate" in section 9 of the Corporations Act 2001.

(4) Include details of:

(a) 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

(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.

(5) 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.

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

(7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

ANNEXURE A

This is annexure ‘A’ referred to in Form 605, Notice of ceasing to be a substantial holder, lodged for Perpetual Limited ACN 000 431 827

Sylvie Dimarco – Company Secretary, Perpetual Limited 21/02/2023

Entity
Person whose relevant interest
changed
Date
Transaction
Type
Consideration (Cash)
Class (Ordinary)
and number
Person's votes
affected
PFSL
HSBC Custody Nominees (Australia)
Limited
2023-01-27 Sale -1,055,523.99 -273,842 -273,842
PFSL
HSBC Custody Nominees (Australia)
Limited
2023-02-13 Sale -472,437.42 -119,756 -119,756
PFSL
HSBC Custody Nominees (Australia)
Limited
2023-02-13 Sale -287,097.17 -72,871 -72,871
PFSL
HSBC Custody Nominees (Australia)
Limited
2023-02-13 Sale -413,021.78 -104,695 -104,695
PFSL
HSBC Custody Nominees (Australia)
Limited
2023-02-13 Sale -250,988.90 -63,706 -63,706
PFSL
HSBC Custody Nominees (Australia)
Limited
2023-02-15 Sale -346,970.06 -87,398 -87,398
PFSL
HSBC Custody Nominees (Australia)
Limited
2023-02-17 Sale -751,097.16 -189,671 -189,671
PFSL
HSBC Custody Nominees (Australia)
Limited
2023-02-17 Sale -360,221.40 -90,965 -90,965
PFSL UBS Nominees Pty Limited 2023-02-15 Sale -637,102.82 -161,808 -161,808
PFSL UBS Nominees Pty Limited 2023-02-17 Sale -678,332.16 -171,296 -171,296
PIL Citibank, N.A. 2023-02-14 Sale -340,874.87 -86,633 -86,633
PIL Citibank, N.A. 2023-02-15 Sale -2,441,491.18 -620,077 -620,077
PIL Citibank, N.A. 2023-02-17 Sale -2,583,868.32 -652,492 -652,492
PIL
HSBC Custody Nominees (Australia)
Limited
2023-02-14 Sale -185,584.06 -47,166 -47,166
PIL
HSBC Custody Nominees (Australia)
Limited
2023-02-17 Sale -238,625.64 -60,259 -60,259
PIL
HSBC Custody Nominees (Australia)
Limited
2023-02-17 Sale -544,610.23 -138,247 -138,247
PIL
HSBC Custody Nominees (Australia)
Limited
2023-02-17 Sale -874,977.84 -220,954 -220,954
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-13 Sale -289,507.77 -73,386 -73,386
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-13 Sale -175,931.77 -44,655 -44,655
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-13 Sale -234,088.41 -59,338 -59,338
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-13 Sale -142,254.36 -36,107 -36,107
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-13 Sale -182,369.46 -46,228 -46,228
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-13 Sale -110,826.57 -28,130 -28,130
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-13 Sale -353,535.12 -89,616 -89,616
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-13 Sale -214,841.23 -54,531 -54,531
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-14 Sale -279,792.58 -71,109 -71,109
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-14 Sale -226,410.51 -57,542 -57,542
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-14 Sale -177,698.92 -45,162 -45,162
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-14 Sale -340,953.56 -86,653 -86,653
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-17 Sale -375,289.20 -94,770 -94,770
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-17 Sale -300,607.56 -75,911 -75,911
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-17 Sale -236,043.72 -59,607 -59,607
PIL
J.P. Morgan Nominees Australia Pty
Limited
2023-02-17 Sale -453,713.04 -114,574 -114,574
PIL National Nominees Limited 2023-02-14 Sale -106,850.71 -27,156 -27,156
PIL National Nominees Limited 2023-02-17 Sale -58,596.12 -14,797 -14,797
PIL Northern Trust Company Limited 2023-02-13 Sale -234,432.50 -59,350 -59,350
PIL Northern Trust Company Limited 2023-02-15 Sale -2,124,916.35 -539,675 -539,675
PIL Northern Trust Company Limited 2023-02-17 Sale -2,150,525.52 -543,062 -543,062