DOWNER EDI LIMITED — Capital/Financing Update 2011

Mar 2, 2011

No:

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ASX Circular

Date: 3 March 2011

Key topics

1. Downder EDI Limited

2. ASX Code: DOW

3. Accelerated Renounceable Entitlement Offer

DOWNER EDI LIMITED – ACCELERATED RENOUNCEABLE PRO RATA ENTITLEMENT OFFER TO RAISE APPROXIMATELY $279 MILLION.

Participating Organisations are advised that Downer EDI Limited (the “Company”) has announced a 1 for 4 accelerated renounceable pro rata entitlement offer (the “Entitlement Offer”), at an offer price of $3.25 per new ordinary security (the “Offer Price”) to raise approximately $279 million.

The Entitlement Offer has two components:

Reading List

Client Advisers Compliance Managers Corporate Advisory DTR Operators Issuers

Institutions ASX Settlement Participants Office Managers Operations Managers (back office) Research Analysts ASX Clear Participants Market Participants

• An institutional entitlement offer, where offers have been made to qualifying institutional security holders for them to apply for their pro-rata entitlement to raise approximately $200 million (the “Institutional Entitlement Offer”).

• A retail entitlement offer, where an offer will be made to qualifying retail security holders for them to apply for their pro-rata entitlement to raise approximately $79 million (the “Retail Entitlement Offer”).

The Entitlement Offer is fully underwritten.

The Record Date for the Entitlement Offer is 3 March 2011.

The Retail Entitlement Offer is expected to close on 23 March 2011.

New ordinary securities issued under the Entitlement Offer will rank equally with existing ordinary securities on issue.

Authorised By

Andrew Black

Contact

Kimberley Brown

ASX Limited ABN 98 008 624 691 Exchange Centre 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215

Internet: http://www.asx.com.au

No responsibility is accepted for any inaccuracies contained in the matter published.

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The indicative timetable in relation to the Entitlement Offer is as follows:

Indicative Dates	Event
Monday, 28 February 2011	Trading Halt commences Institutional Entitlement Offer opens
Tuesday, 1 March 2011	Institutional Entitlement Offer closes
Wednesday, 2 March 2011	Institutional Shortfall Bookbuild opens
Thursday, 3 March 2011	Institutional Shortfall Bookbuild closes Results of Institutional Offer and Institutional Bookbuild announced Trading Halt lifted - ordinary shares recommence trading Record Date
Tuesday, 8 March 2011	Retail Entitlement Offer opens Offer Booklet despatched to retail shareholders
Tuesday, 15 March 2011	Settlement of Institutional Entitlement Offer and Institutional Bookbuild
Wednesday, 16 March 2011	Allotment under Institutional Entitlement Offer and Institutional Bookbuild Trading of new shares issued under Institutional Entitlement Offer and Institutional Bookbuild commences on a normal (T+3) basis
Wednesday, 23 March 2011	Retail Entitlement Offer closes
Monday, 28 March 2011	Notification to ASX of shortfall under Retail Entitlement Offer Retail Entitlement Offer Shortfall Bookbuild
Tuesday, 29 March 2011	Results of Retail Entitlement Offer and Retail Entitlement Offer Bookbuild announced to ASX
Thursday, 31 March 2011	Settlement of Retail Entitlement Offer and Retail Bookbuild
Friday, 1 April 2011	Allotment under Retail Entitlement Offer and Retail Bookbuild Despatch of holding statements for Retail Entitlement Offer and Retail Bookbuild
Monday, 4 April 2011	Trading of new shares issued under Retail Entitlement Offer and Retail Bookbuild commences on a normal (T+3) settlement basis

Settlement issues

Despite the fact that securities are trading “ex entitlement” on ASX Trade, CHESS will not recognise for settlement purposes the “ex entitlement” or the “cum entitlement” tag on CHESS messages and CHESS will not maintain cum balances during the deemed “CHESS ex-period”, i.e. the period commencing on the deemed CHESS Ex-Date up to and including the record date. However, a record date cum balance will be available the business day following the record date, which will be equal to the registered holding balance at CHESS end of day on the record date. As a result any transfer that occurs prior to record date will be effectively transferred on a “cum” basis.

Therefore, Participants must ensure that any transfer, including the priming of Broker Entrepot Accounts, is conducted in accordance with the basis of quote. For example, a transfer in relation to a transaction conducted on an ex-basis should ordinarily only occur post record date.

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CHESS will perform automatic diary adjustments to “cum entitlement” settlement obligations outstanding as at the record date.

Trading issues

ASX will not price a “cum” market with respect to trading in the Company’s ordinary securities. Persons who acquire the Company’s ordinary securities after the commencement of the trading halt on Monday, 28 February 2011 are not entitled to participate in the Entitlement Offer.

Further information

For further details, please call the Downer Offer Information Line on 1300 053 760 (within Australia) or +60 3 9415 4389 (outside Australia) at any time between 8:30 am and 5:30 pm AEDT Monday to Friday during the Retail Entitlement Offer period or visit the website at www.downergroup.com.

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