Downer EDI : Change in substantial holding from PDL

Pendal Group Limited

Level 14, The Chifley Tower 2 Chifley Square

Sydney NSW 2000 Australia

ABN 28 126 385 822

Company Announcements Platform Australian Securities Exchange Limited 20 Bridge Street

SYDNEY NSW 2000

28 April 2022

Dear Sir/Madam

Re: Notice of Change of Interests of Substantial Holder

In accordance with section 671B of the Corporations Act 2001 (Cth), we attach a Notice of Change of Interests of Substantial Holder (Form 604) in respect of Downer EDI Limited (DOW).

Yours faithfully

Joanne Hawkins

Group Company Secretary

{00015748.docx}

1

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

DOWNER EDI LIMITED (DOW)
ACN 003 872 848
Name	PENDAL GROUP LIMITED (PDL)
ACN/ARSN (if applicable)	ACN 126 385 822
There was a change in the interests of the
substantial holder on	26/04/2022
The previous notice was given to the company on	14/12/2021
The previous notice was dated	10/12/2021

To Company Name/Scheme

ACN/ARSN

• 1. Details of substantial holder(1)

• 2. Previous and present 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 when last required, and when now required, to give a substantial holding notice in the company or scheme, are as follows:

Class of securities (4)	Previous Notice	Present Notice
Person's votes	Voting Power (5)	Person's votes	Voting Power (5)
ORDINARY SHARES	34,649,814	5.05%	41,010,826	6.07%

3.

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:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
26/04/2022	PDL & its Associates, Pendal Fund Services Limited, Pendal Institutional Limited	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'	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:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and Number of securities	Person's votes
Pendal Fund Services Limited *	HSBC Custody Nominees (Australia) Limited. UBS Nominees Pty Limited	HSBC Custody Nominees (Australia) Limited. UBS Nominees Pty Limited	Pendal Fund Services Limited is the trustee or responsible entity of various managed investment schemes and, in that capacity, can exercise the power to vote or dispose of the shares.	16,683,012 Ordinary	16,683,012
Pendal Institutional Limited	BNP Paribas Securities Services Citicorp Nominees Pty Limited HSBC Custody Nominees (Australia) Limited. J.P. Morgan Nominees Australia Pty Limited Mitsubishi UFJ Investor Services & Banking (Luxembourg) S.A. National Nominees Limited Northern Trust Company Limited	BNP Paribas Securities Services Citicorp Nominees Pty Limited HSBC Custody Nominees (Australia) Limited. J.P. Morgan Nominees Australia Pty Limited Mitsubishi UFJ Investor Services & Banking (Luxembourg) S.A. National Nominees Limited Northern Trust Company Limited	Pendal Institutional Limited is the investment manager appointed by various superannuation funds, institutional investors and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.	24,327,814 Ordinary	24,327,814

* Pendal Fund Services Limited has appointed Pendal Institutional Limited to act as the investment manager of the trusts of which it is responsible entity, giving Pendal Institutional Limited the capacity to exercise the power to vote or dispose of the shares. Pendal Institutional Limited therefore also has a relevant interest in shares in which Pendal Fund Services Limited has a relevant interest.

5.

Changes in association

The persons who have become associates (2) of, or 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:

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

6.

Addresses

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

Name	Address
Pendal Group Limited (PDL)	Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW 2000
Pendal Fund Services Limited	Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW 2000
Pendal Institutional Limited	Level 14, Chifley Tower, 2 Chifley Square SYDNEY NSW 2000
DOWNER EDI LIMITED (DOW)	The Company Secretary, Triniti Business Campus, 39 Delhi Road, North Ryde, NSW 2113 Australia

Signature

Print name

Joanne Hawkins

Capacity Company SecretarySign here

Date

28/04/2022

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (e.g. 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.

• (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 scheme multiplied by 100.

• (6) Include details of:

  • (a) 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

  • (b) 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).

  See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) 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.

• (8) If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write "unknown".

• (9) Give details, if appropriate, of the present association and any changes in that association since the last substantial holding notice.

ANNEXURE A

This is annexure 'A' referred to in Form 604, Notice of change of interests of substantial holder, lodged for Pendal Group Limited ACN 126 385 822

Sales & Purchases for the period: 13/12/2021 to 26/04/2022 SECURITY: DOW

Joanne Hawkins - Company Secretary, Pendal Group Limited - 28/04/2022

TRANSACTION HISTORY

Pendal Fund Services LimitedDate 21/12/2021 4/01/2022 18/01/2022 24/01/2022 31/01/2022 10/02/2022 10/02/2022 10/02/2022 11/02/2022 11/02/2022 14/02/2022 14/02/2022 14/02/2022 15/02/2022 15/02/2022 15/02/2022 16/02/2022 16/02/2022 17/02/2022 25/02/2022 28/02/2022 1/03/2022 2/03/2022 7/03/2022 7/03/2022 11/03/2022 15/03/2022 15/03/2022 18/03/2022

Registered Company

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

HSBC Custody Nominees (Australia) Limited.

Nature of Change

Quantity -14,211 -129,935 56,789 -111,002 -184,868 50,290 51,741 172,941 15,122 50,544 28,991 96,902 149,371 61,972 149,690 299,772 76,722 137,167 28,914 64,037 65,350 64,327 65,355 -177,842 56,364 84,047 98,969 485,672 477,024

Consideration

Class of Securities

Person's votes affected

Sell

-83,751.91 -790,439.55 320,283.73 -602,875.31 -1,001,026.98 272,651.27 278,597.85 931,195.58 80,572.70 269,307.38 154,416.90 516,136.30 795,261.70 335,418.23 816,633.63 1,622,490.70 411,087.62 738,770.22 156,097.82 319,879.45 329,436.15 332,616.75 334,259.79 -873,612.67 277,034.51 425,091.26 504,543.75 2,475,954.80 2,460,535.98

Ordinary 14,211

Sell

Ordinary 129,935

Buy

Ordinary 56,789

Sell

Ordinary 111,002

Sell

Ordinary 184,868

Buy

Ordinary 50,290

Buy

Ordinary 51,741

Buy

Ordinary 172,941

Buy

Ordinary 15,122

Buy

Ordinary 50,544

Buy

Ordinary 28,991

Buy

Ordinary 96,902

Buy

Ordinary 149,371

Buy

Ordinary 61,972

Buy

Ordinary 149,690

Buy

Ordinary 299,772

Buy

Ordinary 76,722

Buy

Ordinary 137,167

Buy

Ordinary 28,914

Buy

Ordinary 64,037

Buy

Ordinary 65,350

Buy

Ordinary 64,327

Buy

Ordinary 65,355

Sell

Ordinary 177,842

Buy

Ordinary 56,364

Buy

Ordinary 84,047

Buy

Ordinary 98,969

Buy

Ordinary 485,672

Buy

Ordinary 477,024