Downer EDI Limited/Announcement
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Ceasing to be a substantial holder

Substantial Holder Notice6 December 2023DOWIndustrials

Form 605
To: Company Name/Scheme:

ACN/ARSN:

1. Details of substantial holder

Name:Mitsubishi UFJ Financial Group, Inc.

The holder ceased to be a substantial holder on:

1 December 2023

The previous notice was given to the company on:

5 December 2023

The previous notice was dated:

5 December 2023

The holder became aware on:

5 December 2023

2. 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:

Nature of change

Consideration given in

relation to change

3. Changes in association

The persons who have become associates of, ceased to be associates of, or have changed the nature of their association with, the

substantial holder in relation to voting interests in the company or scheme are as follows:

4. Addresses

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

5. Signature

Dated 6 December 2023

Authorised signatory

Mitsubishi UFJ Financial Group, Inc. 2-7-1, Marunouchi, Chiyoda-ku, Tokyo 100-8330, Japan

Name Address

See annexure A to

this notice

Name and ACN/ARSN (if applicable) Nature of association

Downer EDI Ltd

003 872 848

Date of

change

Person whose

relevant interest

changed

Class and

number of

securities affected

Person's votes

affected

Form 605

Corporations Act 2001

Section 671B

Notice of ceasing to be a substantial holder

Page 1

Annexure A
Authorised signatory Dated 6 December 2023

Date of change

Person whose relevant

interest changedNature of change

Consideration

given in relation

to change

Class and number of

securities affected

Person's votes

affected

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

1,893.18454 Ordinary Shares454

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

1,374.45330 Ordinary Shares330

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

19,557.304,690 Ordinary Shares4,690

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

147,325.71 35,364 Ordinary Shares35,364

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

379.0291 Ordinary Shares91

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

104.7525 Ordinary Shares25

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

3,641.11869 Ordinary Shares869

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

724.71174 Ordinary Shares174

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

2,465.68592 Ordinary Shares592

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

611.74146 Ordinary Shares146

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

2,055.04494 Ordinary Shares494

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

8,230.421,969 Ordinary Shares1,969

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

2,117.44509 Ordinary Shares509

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

1,180.02284 Ordinary Shares284

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

27,293.766,561 Ordinary Shares6,561

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

201,502.08 48,438 Ordinary Shares48,438

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

5,978.601,432 Ordinary Shares1,432

This is annexure A of 4 pages referred to in Form 605, Notice of ceasing to be a substantial holder dated 6 December 2023

Annexure A

Page 2

Annexure A
1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

133.4432 Ordinary Shares32

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

193,344.32 46,477 Ordinary Shares46,477

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

116.4828 Ordinary Shares28

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

387.8193 Ordinary Shares93

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

585.20140 Ordinary Shares140

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

145.9535 Ordinary Shares35

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

346.1183 Ordinary Shares83

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

292.9570 Ordinary Shares70

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

387.8193 Ordinary Shares93

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

721.41173 Ordinary Shares173

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

2,530.76604 Ordinary Shares604

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

21,756.805,230 Ordinary Shares5,230

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

183.0444 Ordinary Shares44

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

34,686.088,338 Ordinary Shares8,338

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

175.1442 Ordinary Shares42

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

717.24172 Ordinary Shares172

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

522.50125 Ordinary Shares125

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

13,465.923,237 Ordinary Shares3,237

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

10,466.702,510 Ordinary Shares2,510

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

5,000.751,205 Ordinary Shares1,205

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

233.2456 Ordinary Shares56

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

41,770.56 10,041 Ordinary Shares10,041

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

217.8852 Ordinary Shares52

Page 3

Annexure A
1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

2,625.96632 Ordinary Shares632

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

238.2657 Ordinary Shares57

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

2,438.20584 Ordinary Shares584

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

881.98211 Ordinary Shares211

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

115,976.64 27,879 Ordinary Shares27,879

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

617.90148 Ordinary Shares148

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

17,230.444,132 Ordinary Shares4,132

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

4,504.831,079 Ordinary Shares1,079

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

13,414.283,213 Ordinary Shares3,213

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

1,311.98315 Ordinary Shares315

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

288.0869 Ordinary Shares69

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

341.9482 Ordinary Shares82

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

10,212.802,455 Ordinary Shares2,455

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

66.6416 Ordinary Shares16

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

1,722.21413 Ordinary Shares413

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

918.50220 Ordinary Shares220

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

6,028.701,444 Ordinary Shares1,444

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

464.54111 Ordinary Shares111

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

2,583.36621 Ordinary Shares621

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

791.35190 Ordinary Shares190

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

4.161 Ordinary Share1

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

3,619.20870 Ordinary Shares870

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

1,599.36384 Ordinary Shares384

Page 4

Annexure A
1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

721.41173 Ordinary Shares173

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

4,050.42969 Ordinary Shares969

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Purchase of securities by

an entity controlled by

Morgan Stanley

1,280.19307 Ordinary Shares307

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

1,522.43372 Ordinary Shares372

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

529.55129 Ordinary Shares129

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

8,233.172,013 Ordinary Shares2,013

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

2,541.00619 Ordinary Shares619

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

2,089.99511 Ordinary Shares511

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

1,603.28392 Ordinary Shares392

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

77.7119 Ordinary Shares19

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

271.5966 Ordinary Shares66

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

2,944.80720 Ordinary Shares720

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

2,270.07553 Ordinary Shares553

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

1,910.60466 Ordinary Shares466

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

1,476.00360 Ordinary Shares360

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

4,163.621,018 Ordinary Shares1,018

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

938.90229 Ordinary Shares229

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

1,717.80420 Ordinary Shares420

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

565.80138 Ordinary Shares138

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

1,310.16318 Ordinary Shares318

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Sale of securities by an

entity controlled by

Morgan Stanley

1,656.24402 Ordinary Shares402

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Borrow Returned by an

entity controlled by

Morgan Stanley - see

Annexure B

N/A359,331 Ordinary Shares 359,331

1/12/2023

Mitsubishi UFJ Financial

Group, Inc.

Collateral Returned by an

entity controlled by

Morgan Stanley - see

Annexure B

N/A

22,601,056 Ordinary

Shares

22,601,056

Page 5

Annexure B
Authorised signatory Dated 6 December 2023

Type of AgreementCustomer Prime Broker Account Agreement

Parties to agreementMorgan Stanley & Co. LLC on behalf of all Morgan Stanley entities and customer PINEBRIDGE PARTNERS MASTER FUND, LP

Transfer Date20231115;

Holder of Voting RightsMorgan Stanley

Are there any restrictions on voting rights?No

Does the borrower have the right to return early?Yes

Does the lender have the right to recall early?Yes

Will the securities be returned on settlement?Yes

Type of AgreementInternational Prime Brokerage Agreement

Parties to agreement

Morgan Stanley & Co. International plc for itself and as agent and trustee for and on behalf of the other Morgan Stanley Companies and

EQUITY TRUSTEES LIMITED AS TRUSTEE FOR L1 CAPITAL LONG SHORT FUND

Transfer Date20231201;

Holder of Voting RightsPrime broker has the right to vote securities rehypothecated from the Client.

Are there any restrictions on voting rights?Yes/No

Does the borrower have the right to return early?Yes/No

Does the lender have the right to recall early?Yes/No

Will the securities be returned on settlement?Yes/No

Type of AgreementInternational Prime Brokerage Agreement

Parties to agreement

Morgan Stanley & Co. International plc for itself and as agent and trustee for and on behalf of the other Morgan Stanley Companies and

CHANNEL INVESTMENT MANAGEMENT LIMITED AS RESPONSIBLE ENTITY FOR CC SAGE CAPITAL ABSOLUTE RETURN FUND

Transfer Date20231130;

Holder of Voting RightsPrime broker has the right to vote securities rehypothecated from the Client.

Are there any restrictions on voting rights?Yes/No

Does the borrower have the right to return early?Yes/No

Does the lender have the right to recall early?Yes/No

Will the securities be returned on settlement?Yes/No

Type of AgreementInternational Prime Brokerage Agreement

If yes, detail Prime broker may return shares which were rehypothecated from the client at any time.

If yes, detail Prime broker will be required to return to the client shares rehypothecated from the client's account upon a sale of those shares by the client.

If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined and on the basis of the amounts so established, an account

shall be taken of what is due from each party to the other. The amounts due from one party shall be set off against the amounts due from the other party and only the balance of the account shall be

payable.

Schedule

If yes, detail Prime broker may return shares which were rehypothecated from the client at any time.

If yes, detail Prime broker will be required to return to the client shares rehypothecated from the client's account upon a sale of those shares by the client.

If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined and on the basis of the amounts so established, an account

shall be taken of what is due from each party to the other. The amounts due from one party shall be set off against the amounts due from the other party and only the balance of the account shall be

payable.

Schedule

If yes, detail Not applicable

Scheduled Return Date (if any)Open

If yes, detail Morgan Stanley may return rehypothecated shares at any time.

If yes, detail The customer may recall shares from Morgan Stanley at any time.

If yes, detail any exceptions In the ordinary course of business, securities will be returned to customers. Upon a customer Event of Default, Morgan Stanley has the right to set off obligations owed to the

customer against obligations of the customer to Morgan Stanley and to foreclose on any collateral, including rehypothecated securities, for the purpose of arriving at a single closeout amount. In such a

default scenario, Morgan Stanley may do an actual or deemed sale of the rehypothecated securities.

Schedule

If yes, detail Not applicable

Scheduled Return Date (if any)Open

Annexure B

This is annexure B of 2 pages referred to in Form 605, Notice of ceasing to be a substantial holder dated 6 December 2023

The below schedules are based on the relevant standard agreements. The entity filing the report will, if requested by the company or responsible entity to whom the

prescribed form must be given or ASIC, give a copy of the agreement to the company, responsible entity or ASIC.

Schedule

If yes, detail Not applicable

Scheduled Return Date (if any)Open

Page 6

Annexure B
Parties to agreement

Morgan Stanley & Co. International plc for itself and as agent and trustee for and on behalf of the other Morgan Stanley Companies and L1

LONG SHORT FUND LIMITED

Transfer Date20231201;

Holder of Voting RightsPrime broker has the right to vote securities rehypothecated from the Client.

Are there any restrictions on voting rights?Yes/No

Does the borrower have the right to return early?Yes/No

Does the lender have the right to recall early?Yes/No

Will the securities be returned on settlement?Yes/No

Type of AgreementInternational Prime Brokerage Agreement

Parties to agreement

Morgan Stanley & Co. International plc for itself and as agent and trustee for and on behalf of the other Morgan Stanley Companies and

SAGE CAPITAL ABSOLUTE RETURN MASTER FUND LTD.

Transfer Date20231201;

Holder of Voting RightsPrime broker has the right to vote securities rehypothecated from the Client.

Are there any restrictions on voting rights?Yes/No

Does the borrower have the right to return early?Yes/No

Does the lender have the right to recall early?Yes/No

Will the securities be returned on settlement?Yes/No

If yes, detail Prime broker may return shares which were rehypothecated from the client at any time.

If yes, detail Prime broker will be required to return to the client shares rehypothecated from the client's account upon a sale of those shares by the client.

If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined and on the basis of the amounts so established, an account

shall be taken of what is due from each party to the other. The amounts due from one party shall be set off against the amounts due from the other party and only the balance of the account shall be

payable.

If yes, detail Prime broker may return shares which were rehypothecated from the client at any time.

If yes, detail Prime broker will be required to return to the client shares rehypothecated from the client's account upon a sale of those shares by the client.

If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined and on the basis of the amounts so established, an account

shall be taken of what is due from each party to the other. The amounts due from one party shall be set off against the amounts due from the other party and only the balance of the account shall be

payable.

Schedule

If yes, detail Not applicable

Scheduled Return Date (if any)Open

If yes, detail Not applicable

Scheduled Return Date (if any)Open

Page 7

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