Downer EDI Limited/Announcement
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Becoming a substantial holder

Substantial Holder Notice14 February 2024DOWIndustrials

To
Company Name/Scheme

ACN/ARSN

1. Details of substantial holder (1)

Name

ACN/ARSN (if applicable)

The holder became a substantial holder on

12-02-2024

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:

1,977,189

Notice of initial substantial holder

Corporations Act 2001

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.

Downer EDI Ltd

*Note these securities are comprised of 1,977,189 shares in which First Sentier Investors Holdings Pty Limited and its subsidiaries have voting power and 33,363,776 securities in which First

Sentier Investors Holdings Pty Limited's ultimate parent, Mitsubishi UFJ Financial Group, Inc. on and from 12 February 2024, has informed it that it has voting power prior to the date of this

notice.

Fully Paid ordinary shares

35,340,965

Holder of relevant interest

Form 603

Fully Paid ordinary shares

Section 671B

Nature of relevant interest (7)

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

First Sentier Investors Realindex Pty Ltd

ACN 133 312 017

630 725 558

003 872 848

Voting power (6) Number of securities

35,340,965

Class of securities (4)

Class and number of securities

5.26%

Person's votes (5)

1,977,189
33,363,776

4. Details of present registered holders

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

176,721

Fully Paid ordinary

shares

1,800,468

Fully Paid ordinary

shares

33,363,776

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 (Australia) IM Ltd

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.

Class and number of securities

Person entitled to be

registered as holder (8)

Mitsubishi UFJ Financial Group

Name and ACN/ARSN (if applicable)

Fully Paid ordinary shares

Citibank N A Hong KongFirst Sentier Investors Realindex Pty Ltd ACN 133 312 017

Mitsubishi UFJ Financial Group

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

12 of the Corporations Act

ACN 114 194 311

Non-cash

Consideration (9)

Class and number of securities

Mitsubishi UFJ Financial Group

Nature of association

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

Holdings Pty Limited

ACN 133 312 017

Date of acquisition

First Sentier Investors (Australia) IM Ltd

ACN 114 194 311

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

First Sentier Investors Realindex Pty Ltd

See annexure B to this notice

Holder of relevant

interest

Cash

Mitsubishi UFJ Financial Group

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

Holdings Pty Limited

First Sentier Investors Realindex Pty Ltd ACN 133 312 017

Holder of relevant

interest

Citicorp Nominees Pty Limited

(Australia)

Registered holder of

securities

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

print namecapacity

sign here

date14-02-2024

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

Address

Name

Company Secretary

Mitsubishi UFJ Financial Group

First Sentier Investors Realindex Pty Ltd ACN 133 312 017

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

2000, Australia

Rachel Lim

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

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

2000, Australia

Annexure A
This is Annexure A referred to in Form 603, Notice of initial substantial holder dated 12-02-2024

Dated the 14-02-2024

SCHEDULE

Rachel Lim

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

Company Secretary

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

First Sentier Investors

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

SI Holdings Limited (Company No. SC109439)

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

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

CFSIM Limited (Company No. 00153197)

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

First Sentier Investors (Hong Kong) Limited (CR No. 11541926)

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

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

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

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

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

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

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

AlbaCore Capital Group Limited (Company No. 727871)

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

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

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 (Hong Kong) Nominees Limited (CR NO. 11541934)

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

AlbaCore Capital LLP (Company No. OC412196)

AlbaCore Capital Limited (Company No. 581750)

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

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

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

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

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

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

FSIB LTD (Registration No. 26193)

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

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

First Sentier Investors (Hong Kong) AMC Limited (CR NO. 20492095)

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

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

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

Annexure B
This is Annexure B referred to in Form 603, Notice of initial substantial holder dated 12-02-2024

Dated the 14-02-2024

11,244

Fully Paid ordinary

shares


10,258

Fully Paid ordinary

shares


6,771

Fully Paid ordinary

shares



Rachel LimCompany Secretary

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

Holder of relevant Interest

21-12-2023

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

Class and number of securities affected

49,136.78

01-11-2023

Consideration Cash

15-12-2023

Consideration non-cash

31,760.09

Date of Acquisition

47,353.58

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.