Notice of change of interests of substantial holder

Form 604
Corporations Act 2001
Section 671B

Notice of change of interests of 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)


There was a change in the interests of the
substantial holder on

21 February 2023

The previous notice was given to the company on

16 January 2023

The previous notice was dated

16 January 2023


2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)
Previous notice Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
Ordinary shares 33,743,399 5.02% 40,472,219 6.03%



3. Changes in relevant interests

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 Person whose relevant
interest changed
Nature of
change (6)
Consideration
given in relation
to change (7)
Class and number of
securities affected
Person’s votes
affected
See Annexure A, Tables 2
and 3



4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest Registered holder of
securities
Person entitled to be
registered as holder (8)
Nature of relevant
interest (6)
Class and number
of securities
Person’s
votes
See Annexure A, Tables 2 and 4


5. Changes in association

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:

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

6. 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 Company Secretary

sign here


Date: 23 February 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 6 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 person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

(6) 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.

(7) 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.

(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.

Downer EDI
THIS IS ANNEXURE A OF 2 PAGES REFERRED TO IN THE ABOVE FORM 604
Print name Elizabeth Lee Company Secretary

Sign here



Date: 23 February 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) (EMCAP)


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

No Fund name Registered holder / Persons entitled to be registered holder
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 – Change in relevant interest

Ordinary shares

Date of change
Person whose relevant interest
changed
Nature of
change
Number of
securities Consideration Currency
13 Jan 2023 to 21 Feb
2023
AGA and its associates listed in
Table 1 Buys 6,728,820 26,133,228 AUD


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


Table 4 – 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 2,437,721
AGA and its associates listed in
Table 1 Citibank N.A., Sydney Branch 20,159,279
AGA and its associates listed in
Table 1 JP Morgan Chase Bank 6,946,913
AGA and its associates listed in
Table 1 National Custodian Services 3,702,551
AGA and its associates listed in
Table 1 Northern Trust Corporation 1,790,813
AGA and its associates listed in
Table 1 State Street Australia Ltd 5,434,942
Total

40,472,219


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.