Downer EDI Limited/Announcement
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Becoming a substantial holder

Substantial Holder Notice30 November 2023DOWIndustrials

To
Company Name/Scheme

ACN/ARSN

1. Details of substantial holder (1)

Name

ACN/ARSN (if applicable)

The holder became a substantial holder on

28-11-2023

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:

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:

1,972,582

Class of securities (4)

Class and number of securities

Form 603

Section 671B

Number of securities

44,788,123

Holder of relevant interest

Voting power (6)

Nature of relevant interest (7)

Corporations Act 2001

*Note these securities are comprised of 1,972,582 shares in which First Sentier Investors Holdings Pty Limited and its subsidiaries have voting power and 42,815,541 securities in which First

Sentier Investors Holdings Pty Limited's ultimate parent, Mitsubishi UFJ Financial Group, Inc. on and from 28 November 2023, has informed it that it has voting power prior to the date of this

notice.

44,788,123

Notice of initial substantial holder

Person's votes (5)

003 872 848

Downer EDI Ltd

First Sentier Investors Holdings Pty Limited ACN 630 725 558 and its related bodies corporate or associates listed in annexure A

6.67%

630 725 558

Relevant interest under paragraph 608(1)(b) and/or 608(1)(c) of the

Corporations Act 2001 (Cth), being a relevant interest arising from having

the power to control the exercise of the right to vote attached to securities

and/or to control the exercise of the power to dispose of securities in its

capacity as investment manager, as provided for under its investment

mandates. In addition, if any OTC derivatives, warrants or other securities

(other than ordinary shares or ordinary units (as applicable)) are referred to

below in this row, the relevant interest in respect of those securities arises

under subsection 608(8) being an accelerated relevant interest held in the

same capacity.

Fully Paid ordinary shares

Fully Paid ordinary shares

First Sentier Investors Realindex Pty Ltd

ACN 133 312 017

1,972,582
42,815,541

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

189,143

Fully Paid ordinary

shares

1,783,439

Fully Paid ordinary

shares

42,815,541

Fully Paid ordinary

shares

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:

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

7. Addresses

First Sentier Investors Realindex Pty Ltd ACN 133 312 017

Holder of relevant

interest

Mitsubishi UFJ Financial Group

First Sentier Investors Realindex Pty Ltd

Relevant interest under paragraph 608(1)(b) and/or 608(1)(c) of the

Corporations Act 2001 (Cth), being a relevant interest arising from having

the power to control the exercise of the right to vote attached to securities

and/or to control the exercise of the power to dispose of securities in its

capacity as investment manager, as provided for under its investment

mandates. In addition, if any OTC derivatives, warrants or other securities

(other than ordinary shares or ordinary units (as applicable)) are referred to

below in this row, the relevant interest in respect of those securities arises

under subsection 608(8) being an accelerated relevant interest held in the

same capacity.

Fully Paid ordinary shares

Nature of association

ACN 114 194 311

Each company referred to is an associate of Mitsubishi UFJ Financial Group, Inc. under section

12 of the Corporations Act

First Sentier Investors (Australia) IM Ltd

ACN 114 194 311

Citicorp Nominees Pty Limited

(Australia)

Registered holder of

securities

See annexure B to this notice

Mitsubishi UFJ Financial GroupMitsubishi UFJ Financial Group

First Sentier Investors Realindex Pty Ltd ACN 133 312 017

Class and number of securities

Mitsubishi UFJ Financial Group Inc. (MUFG) owns 100% of First Sentier

Investors Holdings Pty Limited (indirectly) and has informed First Sentier

Investors Holdings Pty Limited that it has a relevant interest in the shares

noted in this column. Accordingly, First Sentier Investors Holdings Pty

Limited has a relevant interest or voting power in those shares pursuant to

section 608(3) or section 12(2)(a) of the Corporations Act (as relevant).

MUFG has not provided any further details of that relevant interest -

accordingly no transaction information is recorded in Appendix B or holder

information is recorded in Section 4. Reference is made to any subsequent

filing of MUFG which will reflect this interest.

Fully Paid ordinary shares

Cash

Date of acquisition

Holder of relevant

interest

First Sentier Investors (Australia) IM Ltd

Name and ACN/ARSN (if applicable)

A wholly-owned subsidiary, and therefore related body corporate, of First Sentier Investors

Holdings Pty Limited

Class and number of securities

Non-cash

Consideration (9)

Person entitled to be

registered as holder (8)

Citibank N A Hong Kong

ACN 133 312 017

A wholly-owned subsidiary, and therefore related body corporate, of First Sentier Investors

Holdings Pty Limited

Mitsubishi UFJ Financial Group

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

print namecapacity

sign here

date30-11-2023

Level 5, Tower Three International Towers Sydney, 300 Barangaroo Avenue, Barangaroo NSW

2000, Australia

Company Secretary

First Sentier Investors Realindex Pty Ltd ACN 133 312 017

2-7-1, Marunouchi, Chiyoda-ku, Tokyo 100-8330, Japan

Level 5, Tower Three International Towers Sydney, 300 Barangaroo Avenue, Barangaroo NSW

2000, Australia

Address

Rachel Lim

Name

First Sentier Investors (Australia) IM Ltd ACN 114 194 311

Mitsubishi UFJ Financial Group

Annexure A
This is Annexure A referred to in Form 603, Notice of initial substantial holder dated 28-11-2023

Dated the 30-11-2023

SCHEDULE

Mitsubishi UFJ Trust and Banking Corporation (Registration No. 0100-01-008770)

First Sentier Investors (Australia) IM Ltd (ACN 114 194 311)

First Sentier Investors (Luxembourg) EDIF II GP S.Á.R.L (Company No. B204413)

First Sentier Investors (Malta) Holdings Limited (Company Code C41260)

First Sentier Investors Realindex Pty Ltd (ACN 133 312 017)

First Sentier Infrastructure Managers (International) Limited (Company No. 298444)

First Sentier Investors (Australia) RE Ltd (ACN 006 464 428)

First Sentier Investors (Australia) Infrastructure Managers Pty Ltd (ACN 101 384 294)

Company Secretary

First Sentier Investors UK Holdings Limited (Company No. 03904310)

First Sentier Investors (Hong Kong) Limited (CR No. 0206616)

First Sentier Investors (Japan) Limited (Company No. 0104-01-093090)

First Sentier Investors (Singapore) Holdings Limited (Registration No. 199901706Z)

First Sentier Investors (Luxembourg) Infrastructure (B) GP

S.A.R.L (Company No. B262476)

First Sentier Investors (Australia) Services Pty Limited (ACN 624 305 595)

CFSIM Limited (Company No. 00153197)

First Sentier Investors Asia Holdings Limited (ACN 054 571 701)

First Sentier Investors (Malta) Limited (Company Code C41267)

First Sentier Investors (Luxembourg) EDIF I Feeders MC S.A.R.L (Company No. B134314)

First Sentier Investors Strategic Investments Pty Limited (ACN 625 765 399)

First Sentier Investors (Australia) Infrastructure Holdings Ltd (ACN 085 313 926)

Rachel Lim

First Sentier Investors (UK) Funds Limited (Company No. 02294743)

First Sentier Investors (UK) Services Limited (Company No. 03904320)

AlbaCore Capital LLP (Company No. OC412196)

First Sentier Investors (Hong Kong) AMC Limited (CR NO. 0580652)

First Sentier Investors EU Holdings Limited (Company No. 727873)

AlbaCore Capital Limited (Company No. 581750)

First Sentier Investors (UK) IM Limited (Company No. SC047708)

First Sentier Investors (Hong Kong) Nominees Limited (CR NO. 0206615)

Mitsubishi UFJ Financial Group, Inc (Registration No. 0100-01-073486)

AlbaCore Capital (UK) Limited (Company No. 10220978)

SI Holdings Limited (Company No. SC109439)

First Sentier Investors

(Luxembourg) EDIF III GP S.A.R.L (Company No. B238701)

AlbaCore Capital Group Limited (Company No. 727871)

First Sentier Investors (Singapore) (Company No. 196900420D)

First Sentier Investors (Ireland) Limited (Company No. 629188)

First Sentier Investors International IM Limited (Company No. SC079063)

First Sentier Investors (Luxembourg) EDIF I MC S.A.R.L (Company No. B128117)

FSIB LTD (Registration No. 26193)

Annexure B
This is Annexure B referred to in Form 603, Notice of initial substantial holder dated 28-11-2023

Dated the 30-11-2023

8,668

Fully Paid ordinary

shares


2,957

Fully Paid ordinary

shares


6,583

Fully Paid ordinary

shares


14,574

Fully Paid ordinary

shares


1,642

Fully Paid ordinary

shares


10,377

Fully Paid ordinary

shares


11,244

Fully Paid ordinary

shares



Holder of relevant Interest

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

15-09-2023

Class and number of securities affectedConsideration Cash

13,668.18

16-08-2023

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

12-10-2023

47,353.58

26-09-2023

7,274.82

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

Company SecretaryRachel Lim

01-11-2023

26-09-2023

45,037.22

64,569.52

21-09-2023

Consideration non-cash

39,612.37

Date of Acquisition

29,064.25

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.