Change in substantial holding

To Company Name/ SchemeDowner EDI Limited
ACN/ ARSN003 872 848
1. Details of substantial holder (1)
NameL1 Capital Pty Ltd and each of the entities set out in Annexure B
ACN/ ARSN (if applicable)L1 Capital Pty Ltd (125 378 145) and L1 Capital Strategic Equity Management Pty Ltd (648 751 928)
There was a change in the interests of the substantial holder on
The previous notice was given to the company on
The previous notice was dated
2. Previous and present voting power
*Based on issued capital of 671,573,679 shares
3. Changes in relevant interests
See Annexure A
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
See Annexure B
Class and number of
securities
Holder of relevant
interest
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
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
Class and number of
securities affected
Registered Holder of securities
Person entitled to be
registered as holder (8)Nature of relevant interestPerson's votes
15/03/2024
4/03/2024
4/03/2024
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:
Present noticePrevious notice
Voting power (5)
FPO
Class of securities (4)
8.52%
Person's votesVoting power (5)Person's votes
65,366,175 9.73%57,230,107
Person's votes affected
Person whose relevant interest
changedNature of change (6)
Consideration given in
relation to change (7)

5. Changes in association
6. Addresses
The addresses of persons named in this form are as follows:
Signature
Print name
Capacity
Sign hereDate
DIRECTIONS
(1)
(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 person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6)Include details of:
(a)
(b)
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7)
(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)Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Head of Legal & Compliance
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.
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 6 of the
form.
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).
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:
Nature of association
Name
L1 Capital Pty Ltd
Address
Name and ACN/ ARSN (if applicable)
N/A
Level 45, 101 Collins Street, Melbourne, VIC, 3000
any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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
19/03/2024
Jane Stewart
L1 Capital Strategic Equity Management Pty LtdLevel 45, 101 Collins Street, Melbourne, VIC, 3001

Annexure A
L1 Capital Pty Ltd (ACN 125 378 145) and L1 Capital Strategic Equity Management Pty Ltd (ACN 648 751 928) change in substantial holding in Downer EDI Limited.
This is Annexure "A" of 1 page referred to in the Form 604 (Notice of change of interests of substantial holder)
Print NameJane StewartCapacityHead of Legal & Compliance
Sign HereDate
19/03/2024
Changes in relevant interests
5/03/2024 On-Market Sale 3,766,394.97$
753,885
FPO
753,885
6/03/2024 On-Market Sale 10,123.37$
2,010
FPO
2,010
7/03/2024 On-Market Sale 2,785,945.38$
557,990
FPO
557,990
7/03/2024 On-Market Purchase
40,498.15$ 8,117
FPO
8,117
8/03/2024 On-Market Sale
8,873,149.86$ 1,781,757
FPO
1,781,757
12/03/2024 On-Market Sale
16,825,786.71$ 3,485,061
FPO
3,485,061
14/03/2024 On-Market Sale
259,390.12$ 53,593
FPO
53,593
15/03/2024 On-Market Sale
3,253,611.19$
679,247
FPO
679,247
15/03/2024 On-Market Sale
43,783.83$ 9,179
FPO
9,179
18/03/2024 On-Market Sale
59,567.58$ 12,567
FPO
12,567
19/03/2024 On-Market Sale
3,817,989.12$ 808,896
FPO
808,896
Class and number of
securities affected
L1 Capital Pty Ltd
Nature of change (6)Person's votes affected
L1 Capital Strategic Equity Management Pty Ltd
Consideration given in
relation to change (7)
L1 Capital Strategic Equity Management Pty Ltd
L1 Capital Pty Ltd
Date of changePerson whose relevant interest changed
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Strategic Equity Management Pty Ltd
L1 Capital Pty Ltd
L1 Capital Strategic Equity Management Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd

Annexure B
L1 Capital Pty Ltd (ACN 125 378 145) and L1 Capital Strategic Equity Management Pty Ltd (ACN 648 751 928) change in substantial holding in Downer EDI Limited.
This is Annexure "B" of 1 page referred to in the Form 604 (Notice of change of interests of substantial holder)
Print NameJane StewartCapacityHead of Legal & Compliance
Sign HereDate
19/03/2024
Details of present relevant interests
Holder of relevant interestRegistered holder of securities
Persons entitled to be a registered holder
Nature of relevant
interest
Morgan Stanley & Co. International PLCMorgan Stanley & Co. International PLC
Power to (or to control)
exercise vote and/or dispose of
the securities as discretionary
investment managers or
advisers of superannuation
funds, pooled superannuation
trusts, managed investment
schemes and investment
management agreements.
22,469,008
FPO
Merrill Lynch (Australia) Nominees Pty LtdMerrill Lynch (Australia) Nominees Pty Ltd
as above
887,693
FPO
Goldman Sachs InternationalGoldman Sachs International
as above
1,167,474
FPO
Citicorp Nominees Pty LtdCiticorp Nominees Pty Ltd
as above
17,438,943
FPO
JPMorgan Chase Bank, N.A.JPMorgan Chase Bank, N.A.
as above
11,051,494
FPO
National Nominees LimitedNational Nominees Limited
as above
2,069,524
FPO
State Street Australia Limited (SSAL)State Street Australia Limited (SSAL)
as above
2,145,971
FPO
L1 Capital Strategic Equity Management Pty Ltd
L1 Capital Pty Ltd
Class and number of securities
L1 Capital Pty Ltd
L1 Capital Strategic Equity Management Pty Ltd
L1 Capital Strategic Equity Management Pty Ltd
L1 Capital Pty Ltd
L1 Capital Strategic Equity Management Pty Ltd