Becoming a substantial holder

603page 1/2 15 July 2001
To Company Name/Scheme
ACN/ARSN
1. Details of substantial holder (1)
Name
ACN/ARSN (if applicable)
The holder became a substantial holder on
2. Details of 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 on the date the substantial holder became a substantial holder are as follows:
Class of securities (4)Number of securitiesPerson's votes (5)Voting power (6)
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial
holder are as follows:
Holder of relevant interestNature of relevant interest (7)Class and number of securities
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevantRegistered holder ofPerson entitled to beClass and number
interestsecuritiesregistered as holder (8)of securities
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a
substantial holder is as follows:
Holder of relevantDate of acquisitionConsideration (9)Class and number
interestof securities
CashNon-cash
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
Downer EDI Limited
003 872 848
T. Rowe Price Associates, Inc.
T. Rowe Price International Ltd
2023
Ordinary Shares
Power to exercise vote and/or dispose of
securities as discretionary investment managers
34,158,001
See Annexure 1
See Annexure 2
0307
34,158,00134,158,0015.08%

603page 2/2 15 July 2001
Signature
print namecapacity
sign heredate//
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable)Nature of association
7. Addresses
The addresses of persons named in this form are as follows:
NameAddress
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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant
interest in.
(6)The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7)Include details of:
(a)any relevant agreement or other circumstances by which the relevant interest was acquired. 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.
(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)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.
T. Rowe Price Associates, Inc.
T. Rowe Price International Ltd
T. Rowe Price International Ltd is a wholly owned subsidiary of T. Rowe Price Associates, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price International Ltd
100 East Pratt Street, Baltimore, MD 21202
60 Queen Victoria Street, London, EC4N 4TZ, United Kingdom
Gary GrebVice President
09032023

Annexure 1
Holder of Relevant Interest
Registered holder of
securities
Person entitled to be registered
as holder (8)
Class and number of
securities
T. Rowe Price International LtdBank of New York MellonBank of New York Mellon
372,590
ordinary shares
T. Rowe Price International LtdJP Morgan ChaseJP Morgan Chase
33,166,241
ordinary shares
T. Rowe Price International LtdState Street Bank & Trust CoState Street Bank & Trust Co
619,170
ordinary shares
This is annexure 1 referred to on page 1 of Form 603 (Notice of Initial Substantial Holder)
____________________________________
Gary Greb, Vice President9-Mar-23

Annexure 2
Holder of Relevant InterestDate of Acquisition
Consideration
(cash - AUD)
Number of SharesClass
T. Rowe Price International Ltd
14-Nov-225.03215,946
Ordinary
T. Rowe Price International Ltd
28-Nov-225.15610,000
Ordinary
T. Rowe Price International Ltd
2-Dec-225.01911,598
Ordinary
T. Rowe Price International Ltd
25-Jan-233.88418,652
Ordinary
T. Rowe Price International Ltd
3-Feb-233.81215,932
Ordinary
T. Rowe Price International Ltd2-Mar-23
3.27930,082
Ordinary
T. Rowe Price International Ltd2-Mar-23
3.279120,830
Ordinary
T. Rowe Price International Ltd2-Mar-23
3.279370,074
Ordinary
T. Rowe Price International Ltd2-Mar-23
3.27924,628
Ordinary
T. Rowe Price International Ltd2-Mar-23
3.27944,308
Ordinary
T. Rowe Price International Ltd2-Mar-23
3.2792,377
Ordinary
T. Rowe Price International Ltd6-Mar-23
3.3552,970
Ordinary
T. Rowe Price International Ltd6-Mar-23
3.35523,906
Ordinary
T. Rowe Price International Ltd6-Mar-23
3.35536,382
Ordinary
T. Rowe Price International Ltd6-Mar-23
3.3554,788
Ordinary
T. Rowe Price International Ltd6-Mar-23
3.3558,614
Ordinary
T. Rowe Price International Ltd6-Mar-23
3.355235
Ordinary
T. Rowe Price International Ltd7-Mar-23
3.348711,364
Ordinary
This is annexure 2 referred to on page 1 of Form 603 (Notice of Initial Substantial Holder)
____________________________________
Gary Greb, Vice President9-Mar-23