Downer EDI Limited/Announcement
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Becoming a substantial holder

Substantial Holder Notice22 December 2022DOWIndustrials

To Company Name/Scheme
ACN/ARSN

1. Details of substantial holder (1)

Name

ACN/ARSN (if applicable)

The holder became a substantial holder on

20/12/2022

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:

Corporations Act 2001

Class and number of securities

Downer EDI Ltd

630 725 558

5.03%

Nature of relevant interest (7)

33,760,188

Notice of initial substantial holder

Person's votes (5)

Fully Paid ordinary shares

Form 603

Voting power (6) Number of securities

Holder of relevant interest

Section 671B

Class of securities (4)

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

003 872 848

*Note these securities are comprised of 3,556,576 shares in which First Sentier Investors Holdings Pty Limited and its subsidiaries have voting power and 30,203,612 securities in which First

Sentier Investors Holdings Pty Limited's ultimate parent, Mitsubishi UFJ Financial Group, Inc. on and from 20 December 2022, has informed it that it has voting power prior to the date of this

notice.

33,760,188

3,556,576
30,203,612

4. Details of present registered holders

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

576,926

Fully Paid ordinary

shares

1,813,173

Fully Paid ordinary

shares

1,038,927

Fully Paid ordinary

shares

54,689

Fully Paid ordinary

shares

72,861

Fully Paid ordinary

shares

30,203,612

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:

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.

Consideration (9)

Non-cash

Class and number of securities

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.

Holder of relevant

interest

Mitsubishi UFJ Financial Group

First Sentier Investors Realindex Pty Ltd ACN 133 312 017

Fully Paid ordinary shares

State Street Global Advisors

(Australia) Limited

First Sentier Investors Realindex Pty Ltd ACN 133 312 017

Citibank N A Hong Kong

Cash

Date of acquisition

Northern Trust Company

Registered holder of

securities

Fully Paid ordinary shares

See annexure B to this notice

First Sentier Investors Realindex Pty Ltd ACN 133 312 017

Mitsubishi UFJ Financial Group

Holder of relevant

interest

Citicorp Nominees Pty Limited

(Australia)

Mitsubishi UFJ Financial Group

First Sentier Investors Realindex Pty Ltd

ACN 133 312 017

Class and number of securities

First Sentier Investors Realindex Pty Ltd ACN 133 312 017

HSBC Bank Australia Limited

First Sentier Investors Realindex Pty Ltd ACN 133 312 017

Person entitled to be

registered as holder (8)

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

Signature

print namecapacity

sign here

date22/12/2022

Name and ACN/ARSN (if applicable)

Rachel Lim

ACN 133 312 017

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

12 of the Corporations Act

Company Secretary

Name

First Sentier Investors Realindex Pty Ltd

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

2000, Australia

First Sentier Investors Realindex Pty Ltd ACN 133 312 017

Mitsubishi UFJ Financial Group

2-7-1, Marunouchi, Chiyoda-ku, Tokyo 100-8330, JapanMitsubishi UFJ Financial Group

Nature of association

Address

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

Holdings Pty Limited

Annexure A
This is Annexure A referred to in Form 603, Notice of initial substantial holder dated 20/12/2022

Dated the 22/12/2022

SCHEDULE

SI Holdings Limited (Company No. SC109439)

First Sentier Investors (US) LLC (File Number 546 9442)

Company Secretary

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

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

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

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

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

FSIB LTD (Registration No. 26193)

First Sentier Investors (Hong Kong) AMC Limited (CR NO. 0580652)

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

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

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

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

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

CFSIM Limited (Company No. 00153197)

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

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

First Sentier Investors (Singapore) (COMPANY NO. 196900420D)

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

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

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

First Sentier Investors (Hong Kong) Nominees Limited (CR NO. 0206615)

First Sentier Investors (Singapore) Holdings Limited (Registration No. 199901706Z)

Rachel Lim

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

First Sentier Investors (Hong Kong) Limited (CR No. 0206616)

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

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

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

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

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

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

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

First Sentier Investors (Luxembourg) EDIF III GP S.A.R.L (Company No. B128117)

Annexure B
This is Annexure B referred to in Form 603, Notice of initial substantial holder dated 20/12/2022

Dated the 22/12/2022

951

Fully Paid ordinary

shares


3,167

Fully Paid ordinary

shares


1,393

Fully Paid ordinary

shares


1,817

Fully Paid ordinary

shares


17,006

Fully Paid ordinary

shares


2,462

Fully Paid ordinary

shares


1,089

Fully Paid ordinary

shares


10,686

Fully Paid ordinary

shares


1,139

Fully Paid ordinary

shares


4,606

Fully Paid ordinary

shares


1,131

Fully Paid ordinary

shares


6,819

Fully Paid ordinary

shares


2,490

Fully Paid ordinary

shares


3,109

Fully Paid ordinary

shares


1,095

Fully Paid ordinary

shares


6,817

Fully Paid ordinary

shares


1,263

Fully Paid ordinary

shares


2,133

Fully Paid ordinary

shares


Holder of relevant Interest

23/09/2022

5,861

5,749

23/09/2022

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

5,674

27/09/2022

06/10/2022

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

30/08/2022

7,610

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

Company Secretary

23/09/2022

12,998

21/09/2022

Consideration non-cashClass and number of securities affected

17,893

29/08/2022

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

24,317

27/09/2022

6,013

23/09/2022

27/09/2022

12,903

6,721

29/09/2022

16,111

04/10/2022

11,375

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

16/09/2022

91,350

Rachel Lim

23/09/2022

35,336

16/09/2022

56,415

35,873

27/09/2022

27/09/2022

5,512

Date of Acquisition

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

9,926

Consideration Cash

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

First Sentier Investors Realindex Pty Ltd ACN

133 312 017

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.