Downer EDI Limited/Announcement
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Change in substantial holding

Insider/Shareholder Notice4 December 2023DOWIndustrials

To Company Name/Scheme
ACN/ARSN

1. Details of substantial holder (1)

Name

ACN/ARSN (if applicable)

There was a change in the interests of the 30-11-2023

substantial holder on

The previous notice was given to the company on01-12-2023

The previous notice was dated28-11-2023

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)

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

Consideration given in

relation to change (7)

Person's votes

affected

Corporations Act 2001

Notice of change of interests of substantial holder

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

003 872 848

Person whose

relevant interest

changed

Downer EDI Ltd

Section 671B

Form 604

630 725 558

Present notice

Voting power (5)

34,859,946

Previous notice

Voting power (5)Person’s votes

*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 32,887,364 securities in which First Sentier

Investors Holdings Pty Limited's ultimate parent, Mitsubishi UFJ Financial Group, Inc. on and from 30 November 2023, has informed it that it has voting power prior to the date of this notice.

See annexure B to this

notice

Nature of change (6)

Class and number

of securities

affected

Person’s votes

6.67%44,788,123Fully Paid ordinary shares5.19%

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

Person's votes

First Sentier Investors

Realindex Pty Ltd ACN 133

312 017

189,143

Fully Paid ordinary

shares

189,143

First Sentier Investors

Realindex Pty Ltd ACN 133

312 017

1,783,439

Fully Paid ordinary

shares

1,783,439

First Sentier Investors

(Australia) IM Ltd ACN 114

194 311

189,143

Fully Paid ordinary

shares

189,143

First Sentier Investors

(Australia) IM Ltd ACN 114

194 311

1,783,439

Fully Paid ordinary

shares

1,783,439

Mitsubishi UFJ Financial

Group

32,887,364

Fully Paid ordinary

shares

32,887,364

Nature of relevant

interest (6)

Class and number

of securities

Citicorp Nominees Pty

Limited (Australia)

Citicorp Nominees Pty

Limited (Australia)

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.

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.

Mitsubishi UFJ

Financial Group

Person entitled to be

registered as holder

(8)

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.

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.

Registered holder

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.

Citibank N A Hong

Kong

Citibank N A Hong

Kong

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:

6. Addresses

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

Signature

print namecapacity

sign here

date04-12-2023

Rachel Lim

Name

Name and ACN/ARSN (if applicable)

Company Secretary

Address

Nature of association

Level 5, Tower Three International Towers Sydney, 300 Barangaroo Avenue, Barangaroo NSW 2000, Australia

Mitsubishi UFJ Financial Group

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

First Sentier Investors Realindex Pty Ltd ACN 133 312 017Level 5, Tower Three International Towers Sydney, 300 Barangaroo Avenue, Barangaroo NSW 2000, Australia

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

Annexure A
This is annexure A referred to in Form 604, Notice of change of interest of substantial holder dated30-11-2023

Dated the04-12-2023

SCHEDULE

Company Secretary

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

AlbaCore Capital Limited (Company No. 581750)

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

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

FSIB LTD (Registration No. 26193)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

AlbaCore Capital LLP (Company No. OC412196)

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

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

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

First Sentier Investors

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

SI Holdings Limited (Company No. SC109439)

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

AlbaCore Capital Group Limited (Company No. 727871)

Rachel Lim

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

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

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

First Sentier Investors (Luxembourg) Infrastructure (B) GP

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

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

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

CFSIM Limited (Company No. 00153197)

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

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

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

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

Annexure B
This is annexure B referred to in Form 604, Notice of change of interest of substantial holder dated30-11-2023

Dated the04-12-2023

Date of change

Consideration

given in relation

to change

Person's votes

affected

Rachel LimCompany Secretary

Class and number of securities

affected

Nature of changePerson whose relevant interest changed

No trade to report

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.