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Ceasing to be a substantial holder

Substantial Holder Notice7 March 2023DOWIndustrials

605 Page 1 of 2 15 July 2001

Information Classification: Limited Access


Form 605

Corporations Act 2001

Section 671B

Notice of ceasing to be a substantial holder



To Company Name/Scheme

DOWNER EDI LIMITED

ACN/ARSN

003 872 848



1. Details of substantial holder (1)

Name

State Street Corporation and subsidiaries named in Annexures to this form

ACN/ARSN (if applicable)




The holder ceased to be a substantial holder on

02/03/2023

The previous notice was given to the company on

03/03/2023

The previous notice was dated

01/03/2023


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 change Person whose

relevant interest

changed

Nature of change (4) Consideration given in

relation to change (5)

Class (6) and

number of securities

affected

Person's votes

affected

Annexure B

& C





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

Annexure A




Signature



print name Alok Maheshwary capacity Authorised signatory

sign here

date

06/03/2023

605 Page 2 of 2 15 July 2001


Information Classification: Limited Access




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.

This is Annexure A referred to in Form 605 Notice of ceasing to be a substantial holder
______________________________________ 06 March 2023

Alok Maheshwary

Authorised Signatory

Annexure A

NameAddress

STATE STREET BANK AND TRUST COMPANY1 Lincoln Street, Boston MA 02111-2900, United States

Information Classification: Limited Access

Annexure B
Date of Change Person whose relevant interest changed Nature of Change Consideration given in relation to ChangePerson's Votes affected

2-Mar-23 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a securities loan from

THE ING GROUP – Refer Part B of Annexure C

n/aOrdinary1,5371,537

2-Mar-23 STATE STREET BANK AND TRUST COMPANY Return of securities provided to secure a securities loan to

THE NATIONAL AUSTRALIA BANK GROUP – Refer Part B of

Annexure C

n/aOrdinary(4,834,813)(4,834,813)

2-Mar-23 STATE STREET BANK AND TRUST COMPANY Return of securities provided to secure a securities loan to

THE ING GROUP – Refer Part B of Annexure C

n/aOrdinary(35)(35)

2-Mar-23 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a securities loan from

THE ING GROUP – Refer Part B of Annexure C

n/aOrdinary156156

2-Mar-23 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a securities loan from

THE ING GROUP – Refer Part B of Annexure C

n/aOrdinary12,56612,566

2-Mar-23 STATE STREET BANK AND TRUST COMPANY Return of securities provided to secure a securities loan to

THE ING GROUP – Refer Part B of Annexure C

n/aOrdinary(19,473)(19,473)

2-Mar-23 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a securities loan from

THE ING GROUP – Refer Part B of Annexure C

n/aOrdinary280280

2-Mar-23 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a securities loan from

THE ING GROUP – Refer Part B of Annexure C

n/aOrdinary1,1091,109

2-Mar-23 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a securities loan from

THE ING GROUP – Refer Part B of Annexure C

n/aOrdinary1,0341,034

2-Mar-23 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a securities loan from

THE ING GROUP – Refer Part B of Annexure C

n/aOrdinary2,7222,722

2-Mar-23 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a securities loan from

THE ING GROUP – Refer Part B of Annexure C

n/aOrdinary104104

2-Mar-23 STATE STREET BANK AND TRUST COMPANY Return of securities provided to secure a securities loan by

THE MACQUARIE GROUP – Refer Part A of Annexure C

n/aOrdinary(1,652,564)(1,652,564)

This is Annexure B referred to in Form 605 Notice of ceasing to be a substantial holder

______________________________________ 06 March 2023

Alok Maheshwary

Authorised Signatory

5. Consideration

Class and number of Securities affected

Information Classification: Limited Access

This is Annexure C referred to in Form 605 Notice of ceasing to be a substantial holder
____________________________________ 06 March 2023

Alok Maheshwary

Authorised Signatory

Annexure C

Type of agreement

Securities Lending Authorisation Agreement/ Global Master Securities Lending Agreement/

Securities Loan Agreement

Parties to agreement

(1) State Street Bank and Trust Company

(2) The entity referred to in the relevant part of Annexure B to this notice

Can the parties exercise voting rights attaching to the securities?

(1) No

(2) Yes. (Borrower has the right to vote, but may on-lend securities)

If yes, in what circumstances

(1) Only if instructed to by the borrower

(2) As determined by the owner of the securities

Transfer date

The dates on which the securities were delivered by State Street Bank and Trust Company as lender

are set out in Annexure B to this notice

Scheduled return date

No scheduled return date

Does the borrower have the right to return the securities early?

No scheduled return date. Borrower can return securities or equivalent securities at any time

subject to giving notice

If yes, in what circumstancesBorrower can return securities or equivalent securities at any time subject to giving notice

Does the lender have the right to recall the securities early (ie before the scheduled return date)?

No scheduled return date. Lender can require return of securities or equivalent securities at any

time subject to giving notice

If yes, in what circumstancesLender can require return of securities or equivalent securities at any time subject to giving notice

Are there any circumstances in which the borrower is not required to return securities or equivalent

securities on settlement?

No

If yes, detail any exceptionsn/a

Type of agreement

Global Master Securities Lending Agreement

Securities Lending Authorisation Agreement

Parties to agreement

(1) State Street Bank and Trust Company

(2) The entity referred to in the relevant part of Annexure B to this notice

Can the parties exercise voting rights attaching to the securities?

(1) Yes, but only if the borrower defaults and ownership is enforced

(2) Yes

If yes, in what circumstances

(1) Only if the borrower defaults and ownership is enforced

(2) In accordance with ordinary rights as registered holder, either directly or through nominee

holder

Transfer date

The dates on which the securities were transferred, as indicated in Annexure B to this notice

Scheduled return date

No scheduled return date. Securities collateral is returned on termination of related securities loan

Does the borrower have the right to have the securities returned early?

No scheduled return date. Securities collateral is returned on termination of related securities loan

or the provision of alternative collateral

If yes, in what circumstances

At any time subject to returning the borrowed securities or equivalent securities or providing

alternative collateral

Are there any circumstances in which the lender is not required to return securities collateral on

settlement?

No, assuming the borrower returns the borrowed securities or equivalent securities

If yes, detail any exceptions

n/a (lender must return securities collateral if the borrower returns the borrowed securities or

equivalent securities)

State Street Bank and Trust Company will, if requested by the company or responsible entity to whom this form must be given under the Corporations Act 2001 (Cth) or if requested by the

Australian Securities and Investment Commission (ASIC), provide a copy of the master securities lending agreement/s and security agreement/s referred to below to the company, responsible entity

or ASIC.

Part A: For relevant interests arising out of lending securities - State Street Bank and Trust Company acquires relevant interest as lender of the securities under securities lending authorisation

agreement, subject to obligation to return under the agreement. (State Street Bank and Trust Company has lent the securities and retains relevant interest as per Part B of this Annexure.)

Part B: For relevant interests arising out of lending securities - State Street Bank and Trust Company acquires a relevant interest in securities through taking a security interest (“title transfer”) over

the securities as collateral to secure a securities loan. (See Part A of this Annexure for securities loan details.)

Information Classification: Limited Access

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