Change in substantial holding

604 page 1/2 15 July 2001
Form 604

Corporations Act 2001
Section 671B

Notice of change of interests of substantial holder



To Company Name/Scheme

DOWNER EDI LIMITED

ACN/ARSN

003 872 848


1. Details of substantial holder(1)

Name
YARRA CAPITAL MANAGEMENT LIMITED ACN 003 376 252 (YCML); YARRA MANAGEMENT
NOMINEES PTY LTD ACN 616 681 068 (YMN); TA UNIVERSAL INVESTMENT HOLDINGS LTD
(UNIVERSAL); YARRA INVESTMENT MANAGEMENT LIMITED ACN 002 542 038 (YIML);
TYNDALL EQUITIES AUSTRALIA PTY LTD ACN 149 370 301 (TEAL)
ACN/ARSN (if applicable) As above

There was a change in the interests of the
substantial holder on 03 / 03 / 23


The previous notice was given to the company
on 14/ 11/ 22


The previous notice was dated 14 /11 /22


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 Fully Paid Shares 35,296,970 5.25% 43,826,856 6.53%


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 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

14 November 2022 –
03 March 2023
All substantial holders named in
1 above
Acquisition $35,038,422.13 9,358,391 9,358,391
Disposal $3,884,771.83 828,505 828,505

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


All substantial
holders named in
1 above
Citigroup Pty Limited
YIML as the
responsible entity for a
range of managed
investment schemes

Relevant interest held in
YIML's capacity as
responsible entity for the
range of funds it
manages.
Ordinary
Fully Paid
Shares /
8,599,808
8,599,808


All substantial
holders named in
1 above
BNP Paribas Securities
Services; JP Morgan
Nominees Australia Ltd;
HSBC Custody Nominees
(Australia); State Street
Australia Limited; National
Australia Bank Asset
Servicing; Northern Trust
Company; Mizuho Trust &
Banking Co.
Various clients
Relevant interest held in
YCML's capacity as
investment manager for
a range of client
portfolios.
Ordinary
Fully Paid
Shares /
35,227,048
35,227,048

604 page 2/2 15 July 2001

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

N/A





6. Addresses
The addresses of persons named in this form are as follows:

Name Address
YMN LEVEL 19, 101 COLLINS STREET, MELBOURNE VICTORIA 3000, AUSTRALIA
YIML LEVEL 19, 101 COLLINS STREET, MELBOURNE VICTORIA 3000, AUSTRALIA
TEAL LEVEL 19, 101 COLLINS STREET, MELBOURNE VICTORIA 3000, AUSTRALIA
UNIVERSAL 3RD FLOOR, DEVONSHIRE HOUSE 1 MAYFAIR PLACE, LONDON W1J 8AJ, UNITED KINGDOM
YCML LEVEL 19, 101 COLLINS STREET, MELBOURNE VICTORIA 3000, AUSTRALIA



Signature
print name

Garvin Louie capacity COMPANY SECRETARY OF YCML

sign here

date 07 / 03 / 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.