Appendix 3G Notification of issue of unquoted securities

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Announcement Summary
Entity name
DOWNER EDI LIMITED
Date of this announcement
Thursday September 10, 2026
The +securities the subject of this notification are:
Total number of +securities to be issued/transferred
ASX +security
codeSecurity description
Total number of
+securities to be
issued/transferredIssue date
DOWACPERFORMANCE RIGHTS843,07704/09/2026
Refer to next page for full details of the announcement
+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Part 1 - Entity and announcement details
1.1 Name of entity
DOWNER EDI LIMITED
We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.
1.2 Registered number type
ABN
Registration number
97003872848
1.3 ASX issuer code
DOW
1.4 The announcement is
1.5 Date of this announcement
10/9/2026
New announcement

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Part 2 - Issue details
2.1 The +securities the subject of this notification are:
2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and
which:
has an existing ASX security code ("existing class")
+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to
ASX in an Appendix 3B
ASX +security code and description
DOWAC : PERFORMANCE RIGHTS
Date the +securities the subject of this notification were issued
4/9/2026
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Provide details of the KMP or +associates being issued +securities.
Name of KMPName of registered holderNumber of +securities
Peter John TompkinsCPU Share Plans Pty Ltd (Trustee of
the Downer EDI Limited Deferred
Employee Share Plan)
101,656
Malcolm Robert AshcroftCPU Share Plans Pty Ltd (Trustee of
the Downer EDI Limited Deferred
Employee Share Plan)
50,574
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme
or a summary of the terms
The scheme grants performance rights to participants for the deferred component of performance achieved under the
2026 STI Plan, each representing a right to one ordinary share, comprising two equal tranches:
a. 50% for which a 12-month continued employment condition and board approval applies; and
b. 50% for which a 24-month continued employment condition and board approval applies.
Any other information the entity wishes to provide about the +securities the subject of this notification
Issue details
Number of +securities
843,077
Yes
Yes

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Part 4 - +Securities on issue
Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of
the entity will comprise:
The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if
other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.
4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
DOW : ORDINARY FULLY PAID659,010,687
4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
DOWAC : PERFORMANCE RIGHTS5,511,050

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Part 5 - Other Listing Rule requirements
5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue
did not need any security holder approval under Listing Rule 7.1?
5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under
listing rule 7.1?
5.2b Are any of the +securities being issued without +security holder approval using the
entity's 15% placement capacity under listing rule 7.1?
5.2c Are any of the +securities being issued without +security holder approval using the
entity's additional 10% placement capacity under listing rule 7.1A (if applicable)?
No
No
No
No