DOWNER EDI LIMITED — Capital/Financing Update 2009

Jun 2, 2009

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Company Announcements Platform

Australian Securities Exchange and NZX

3 June 2009

Works Finance (NZ) Limited – completion of bookbuild

Downer EDI Limited (Downer) is pleased to announce that it has completed the bookbuild in relation to the offer to New Zealand resident investors to invest in Works Bonds. Works Bonds are new three-year, fixed rate, unsubordinated, unsecured debt securities maturing 15 September 2012 to be issued by Works Finance (NZ) Limited (Issuer), an indirectly wholly-owned subsidiary of Downer.

As announced on 27 May 2009, the Issuer intends to raise up to NZ$100 million of Works Bonds (with the ability to accept oversubscriptions of up to NZ$50 million in aggregate) (Offer). The Issuer is an indirectly wholly-owned New Zealand subsidiary of Downer that was established for the purpose of issuing another security called ROADS in 2007 and now Works Bonds. Downer and other members of the Downer Group provide an unsubordinated and unsecured guarantee in respect of Works Bonds as set out in the combined Prospectus and Investment statement (Offer Document).

The Margin has been set at 5.00% pa and the Minimum Interest Rate is 9.25% pa. The final Interest Rate will be set on or about 25 June 2009 and will be no less than the Minimum Interest Rate disclosed above.

The Offer is only being made to New Zealand resident retail and institutional investors and will be open from Wednesday 3 June 2009 until 5pm Wednesday 24 June 2009. Interest payments will accrue from the date application moneys for the relevant Works Bonds are banked.

The Offer of Works Bonds is made in the Offer Document which was registered on 27 May 2009 (as amended by memorandum of amendments dated 28 May 2009). NZ$150 million of Works Bonds (being the maximum aggregate amount under the Offer) have been reserved for subscription by clients of NZX Firms and other participants in the bookbuild. Investors who wish to obtain a copy of the Offer Document and acquire Works Bonds should contact any NZX Firm, one of the Joint Lead Managers or the Co-Manager below or any other financial adviser to request a firm allocation of Works Bonds. No assurance is given that any eligible employee, eligible securityholder or general applicant will receive an allocation. The minimum application size is NZ$3,000 of Works Bonds and multiples of NZ$1,000 thereafter.

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The Issuer is currently listed on NZDX. Application has been made to NZX for permission to list the Works Bonds on the NZDX and all the requirements of NZX relating thereto that can be complied with on or before the date of this release have been duly complied with. However, NZX accepts no responsibility for any statement in this release. It is expected Works Bonds will begin trading on 1 July 2009 under NZDX code “WKS020”.

Further information

Any questions or requests for information can be addressed to the following:

Offer website www.works.co.nz/bonds

Downer

Investors: Ross Moffat, EGM Investor Relations, T: +61 2 9240 9042 Media: Maryanne Graham, GM Corporate Affairs, T: +61 2 9240 9023

Joint Lead Manager – UBS

Joint Lead Manager – UBS Joint Lead Manager – ANZ, part of ANZ National Bank Limited Jonathan Oram Dean Spicer Head of New Zealand IBD Head of Capital Markets NZ T: +64 9 913 4840 T: +64 4 381 9884 E: jonathan.oram@ubs.com E: dean.spicer@anz.com

Joint Lead Manager – Forsyth Barr Limited

Joint Lead Manager – Westpac Institutional Bank (a division of Westpac Banking Corporation)

Ross Mear Nick Howell Director, Head of Investment Banking Director, Debt Securities & Hybrids T: +64 4 499 7464 T: +64 9 635 1130 E: ross.mear@forbar.co.nz E: nick_howell@westpac.co.nz

Co-Manager – BNZ Capital, a division of Bank of New Zealand

Florence Besson Director, Capital Markets Origination T: +64 9 976 5439 E: florence_besson@bnz.co.nz

Background

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Downer EDI Works:

• originated as part of the New Zealand Government’s Public Works Department in 1870

• operated continuously in New Zealand for over 130 years

• built and maintained a significant portion of New Zealand’s public infrastructure including roads, bridges, railways, hydro-electricity systems, parks, car parks and water treatment plants

• one of New Zealand’s leading companies with turnover exceeding NZ$700 million (for the period to 30 June 2008) and more than 3,300 New Zealand employees

Downer EDI (NZX:DOW, ASX:DOW):

• successful and market leading supplier of services to the infrastructure, mining and metals and energy sectors in New Zealand, Australia, Asia-Pacific and the United Kingdom

• listed on the NZSX and ASX and has a market capitalisation of approximately A$1.606 billion as at 2 June 2009

Downer EDI Limited (www.downeredi.com) is an Australian top -100 company that provides comprehensive engineering and infrastructure management services to the public and private transport, energy, infrastructure, communications and resources sectors, across Australia, New Zealand, the Asia Pacific region and the United Kingdom.

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