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 A
ACN/ ARSN (if applicable)L1 Capital Pty Ltd (125 378 145) and L1 Capital Strategic Equity Management Pty Ltd (648 751 928)
The holder became a substantial holder on
2. Details of voting power
*Based on issued capital of 661,778,995 shares
3. Details of relevant interests
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
5. Consideration
See Annexure B
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Section 671B
Holder of relevant interestNature of relevant interest (7)
20/03/2026
Class of securities (4)Number of securitiesPerson's votes (5)Voting power (6)
FPO34,581,89334,581,8935.23%
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:
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:
Consideration (9)
Nature of associationName and ACN/ ARSN (if applicable)
N/A
Registered Holder of securities
Person entitled to be
registered as holder (8)Class and number of securitiesHolder of relevant interest
Form 603
Corporations Act 2001
Notice of initial substantial holder
Cash
See Annexure A
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:
Class and number of securities
Holder of relevant
interest
Date of
acquisitionNon-cash
Class and number of securities
See Annexure A

7. Addresses
The addresses of persons named in this form are as follows:
Signature
Print nameCapacity
Sign hereDate
(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)
(6)The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7)Include details of:
(a)
(b)
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8)
(9)
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".
any relevant agreement or other circumstances by which the relevant interest was acquired. 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
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).
DIRECTIONS
Jane StewartHead of Legal & Compliance
NameAddress
L1 Strategic Equity Management Pty Ltd
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.
24/03/2026
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 7 of the form.
The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant
L1 Capital Pty LtdLevel 45, 101 Collins Street, Melbourne, VIC, 3000
Level 45, 101 Collins Street, Melbourne, VIC, 3000

Annexure A
L1 Capital Pty (ACN 125 378 145) and L1 Capital Strategic Equity Management Pty Ltd (ACN 648 751 928) notice of initial substantial holding in Downer EDI Limited
This is Annexure "A" of 1 page referred to in the Form 603 (Notice of initial substantial holder)
Print NameJane StewartCapacityHead of Legal & Compliance
Sign HereDate
24/03/2026
Details of present relevant interests
Holder of relevant interestRegistered holder of securities
Persons entitled to be a registered
holder
Nature of relevant
interest
L1 Capital Pty LtdMorgan 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.
2,363,210
FPO
L1 Capital Pty LtdGoldman Sachs InternationalGoldman Sachs International
as above
2,193,616
FPO
L1 Capital Pty Ltd
Merrill Lynch (Australia) Nominees Pty LtdMerrill Lynch (Australia) Nominees Pty Ltdas above
2,691,198
FPO
L1 Capital Pty LtdJPMorgan Chase Bank, N.A.JPMorgan Chase Bank, N.A.
as above
4,016,994
FPO
L1 Capital Strategic Equity Management Pty LtdCiticorp Nominees Pty LtdCiticorp Nominees Pty Ltd
as above
14,098,772
FPO
L1 Capital Strategic Equity Management Pty LtdState Street Australia Limited (SSAL)State Street Australia Limited (SSAL)
as above
207,503
FPO
L1 Capital Strategic Equity Management Pty LtdJPMorgan Chase Bank, N.A.
JPMorgan Chase Bank, N.A.
as above
9,010,600
FPO
Class and number of securities

Annexure B
L1 Capital Pty (ACN 125 378 145) and L1 Capital Strategic Equity Management Pty Ltd (ACN 648 751 928) notice of initial substantial holding in Downer EDI Limited
This is Annexure "B" of 2 pages referred to in the Form 603 (Notice of initial substantial holder)
Print NameJane StewartCapacity
Head of Legal & Compliance
Sign HereDate
24/03/2026
Changes in relevant interests
23/12/2025
On-Market Purchase $ 137,563.74
17,174
FPO
17,174
24/12/2025
On-Market Purchase $ 23,803.36
2,968
FPO
2,968
31/12/2025
On-Market Purchase $ 171,720.00
21,600
FPO
21,600
6/01/2026
On-Market Purchase $ 58,086.18
7,362
FPO
7,362
8/01/2026
On-Market Purchase $ 71,401.72
9,004
FPO
9,004
13/01/2026
On-Market Purchase $ 5,624.96
704
FPO
704
19/01/2026
On-Market Purchase $ 12,936.08
1,601
FPO
1,601
21/01/2026
On-Market Purchase $ 22,147.28
2,741
FPO
2,741
29/01/2026
On-Market Purchase $ 532,254.60
67,545
FPO
67,545
30/01/2026
On-Market Purchase $ 7,558.95
939
FPO
939
2/02/2026
On-Market Purchase $ 18,278.82
2,282
FPO
2,282
3/02/2026
On-Market Purchase $ 13,952.00
1,744
FPO
1,744
5/02/2026
On-Market Purchase $ 9,373.05
1,179
FPO
1,179
9/02/2026
On-Market Sale $ 25,318.44
3,213
FPO
3,213
11/02/2026
On-Market Purchase $ 15,259.05
1,905
FPO
1,905
16/02/2026
On-Market Purchase $ 29,606.40
3,840
FPO
3,840
20/02/2026
On-Market Purchase $ 136,983.60
17,562
FPO
17,562
L1 Stategic Equity Management Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Stategic Equity Management Pty Ltd
Class and number of securities
affected
Person's votes
affectedDate of changePerson whose relevant interest changedNature of change (6)Consideration given in relation to change (7)
L1 Stategic Equity Management Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Stategic Equity Management Pty Ltd

24/02/2026
On-Market Purchase $ 13,828,268.54
1,672,459
FPO
1,672,459
25/02/2026
On-Market Purchase $ 904,791.71
106,321
FPO
106,321
26/02/2026
On-Market Sale $ 668,092.86
78,858
FPO
78,858
26/02/2026
On-Market Purchase $ 4,418,304.40
522,973
FPO
522,973
27/02/2026
On-Market Sale $ 442,876.63
51,642
FPO
51,642
27/02/2026
On-Market Purchase $ 2,182,806.90
254,195
FPO
254,195
3/03/2026
On-Market Purchase $ 38,466.41
4,633
FPO
4,633
3/03/2026
On-Market Sale $ 210,214.35
25,251
FPO
25,251
6/03/2026
On-Market Purchase $ 11,915.69
1,505
FPO
1,505
6/03/2026
On-Market Sale $ 11,915.69
1,505
FPO
1,505
9/03/2026
On-Market Purchase $ 1,171,547.63
159,817
FPO
159,817
10/03/2026
On-Market Purchase $ 509,111.60
67,432
FPO
67,432
10/03/2026
On-Market Purchase $ 2,291,561.30
304,454
FPO
304,454
11/03/2026
On-Market Purchase $ 14,326.00
1,900
FPO
1,900
11/03/2026
On-Market Purchase $ 4,153,338.14
553,891
FPO
553,891
12/03/2026
On-Market Purchase $ 9,367.32
1,244
FPO
1,244
12/03/2026
On-Market Purchase $ 954,375.64
126,783
FPO
126,783
13/03/2026
On-Market Purchase $ 852,768.01
113,551
FPO
113,551
16/03/2026
On-Market Purchase $ 536,600.24
71,738
FPO
71,738
17/03/2026
On-Market Sale $ 29,265.99
3,900
FPO
3,900
17/03/2026
On-Market Purchase $ 9,190,891.35
1,229,340
FPO
1,229,340
18/03/2026
On-Market Purchase $ 5,138,678.76
679,107
FPO
679,107
19/03/2026
On-Market Purchase $ 1,166,393.25
153,675
FPO
153,675
19/03/2026
On-Market Purchase $ 24,335,533.94
3,241,885
FPO
3,241,885
20/03/2026
On-Market Purchase $ 17,041,107.48
2,255,260
FPO
2,255,260
L1 Stategic Equity Management Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Capital Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Capital Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Stategic Equity Management Pty Ltd
L1 Capital Pty Ltd
L1 Capital Pty Ltd
L1 Stategic Equity Management Pty Ltd