DOWNER EDI LIMITED — Capital/Financing Update 2011

Mar 2, 2011

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Media/ASX and NZX Release

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

SUCCESSFUL COMPLETION OF INSTITUTIONAL ENTITLEMENT OFFER

3 March 2011

Downer EDI Limited (Downer) today announced the successful completion of the institutional component (Institutional Entitlement Offer) of its fully underwritten 1 for 4 accelerated renounceable entitlement offer (Offer) to raise approximately $279 million.

The Institutional Entitlement Offer will raise gross proceeds of approximately $200 million at the Offer price of $3.25 per new share. Downer received strong support from existing institutional shareholders, with eligible institutional shareholders electing to take up approximately 97% of their entitlements.

As a result of the strong institutional support, only approximately 1.8 million shares were available for the institutional bookbuild, which was conducted from 1 March to 2 March 2011. This was well supported, attracting bids from both new and existing Australian and international investors.

The clearing price under the institutional bookbuild was $3.75 per new share, a premium of $0.50 to the Offer price of $3.25 per new share. Therefore, institutional shareholders who elected not to take up their entitlements and ineligible institutional shareholders will receive $0.50 for each new share not taken up (less any applicable withholding tax).

The Chief Executive Officer of Downer, Grant Fenn, said there was strong support for the capital raising from both local and overseas investors as well as existing and new investors.

“This capital raising will strengthen Downer’s balance sheet and provide the financial flexibility to pursue attractive growth opportunities,” Mr Fenn said.

The new shares taken up under the Institutional Entitlement Offer are expected to be issued on 16 March 2011 and commence trading on the ASX on the same day.

Retail Entitlement Offer

The retail component of the Offer (Retail Entitlement Offer) will raise approximately $79 million. The Retail Entitlement Offer will open on 8 March 2011 and is expected to close on 23 March 2011.

A Triniti Business Campus, 39 Delhi Road, North Ryde NSW 2113 P PO Box 1823, North Ryde NSW 2113 T +61 2 9468 9700 | F +61 2 9813 8915 | W downergroup.com

Downer EDI Limited ABN 97 003 872 848

Eligible retail shareholders will be able to subscribe for 1 new share for every 4 Downer ordinary shares held at 7:00pm (AEDT) on 3 March 2011 (Record Date), at the Offer price of $3.25 per new share, which is the same as the Offer price for the Institutional Entitlement Offer.

The retail offer booklet will be sent to eligible retail shareholders on 8 March 2011 and will also be made available on Downer’s website for eligible shareholders to view (www.downergroup.com). Eligible retail shareholders wishing to acquire new shares under the Retail Entitlement Offer will need to complete, or otherwise apply in accordance with, the personalised Entitlement and Acceptance Form that will accompany the retail offer booklet.

Eligible retail shareholders may choose to take up their entitlements in whole, in part, or not at all. A number of shares equivalent to those not taken up together with those which would otherwise have been offered to ineligible retail shareholders, will be offered for subscription to selected institutional investors through a retail bookbuild scheduled for 28 March 2011.

Retail shareholders who do not take up their entitlements or who are ineligible to participate in the Retail Entitlement Offer will receive any premium between the clearing price under the retail bookbuild and the Offer price for new shares of $3.25 (less any applicable withholding tax). No amount will be paid if the clearing price is equal to the Offer price. There can be no guarantee that the clearing price will be higher than the Offer price or that the clearing price achieved in the institutional bookbuild will be matched in the retail bookbuild.

Retail shareholders who have questions regarding the Offer should call the Downer Offer Information Line on 1300 053 760 (within Australia) or +61 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.

Downer expects the trading halt on its shares to be lifted shortly after the making of this announcement and for trading of Downer shares to recommence on an ex-entitlement basis.

CONTACT DETAILS

Investors: Ross Moffat, EGM, Investor Relations Media: Michael Sharp, Group Head of Corporate Affairs

M: +61 412 256224 M: +61 439 470145

Downer EDI Limited (www.downergroup.com) provides comprehensive engineering and infrastructure management services to the public and private Minerals & Metals, Oil & Gas, Power, Road & Rail Infrastructure, Telecommunications, and Water sectors across Australia, New Zealand, the Asia Pacific region and the United Kingdom.

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Important notice

This release, including the information contained in this disclaimer, is not a prospectus and does not form part of any offer, invitation or recommendation in respect of securities, or an offer, invitation or recommendation to sell, or a solicitation of an offer to buy, securities in the United States or to any person that is, or is acting for the account or benefit of, a “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933 ( Securities Act )) ( U.S. Person ), or in any other jurisdiction in which such an offer would be illegal. The securities referred to herein may not be offered or sold in the United States, or to or for the account or benefit of, any U.S. Person, unless the securities have been registered under the Securities Act or an exemption from the registration requirements under the Securities Act is available. The offer or sale of the securities referred to herein have not been and will not be registered under the Securities Act. The distribution of this release in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

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