DOWNER EDI LIMITED — Director's Dealing 2007

Jul 24, 2007

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Name of entity Downer EDI Limited

ABN 97 003 872 848

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Stephen John Gillies
Date of last notice	27 June 2007

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

	Direct or indirect interest	Direct or indirect interest	Indirect	Indirect	Indirect
	Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.		465,419 shares held by Zetin Pty Ltd (ofwhichMrGilliesisadirectorandshareholder)2,646,527 shares via the Tarrow No 1 UnitTrust4,736 shares held by CPU Share Plans PtyLtd (Trustee of share plan)
	Date of change		18 July 2007
	No. of securities held prior to chan	ge	3116158
			,,
	Class		Ordinar
			y
	Number acquired		524 shares acquired	by CPU Share Plan
	Number disposed		Nil
	Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation		$7.16 per share
	No. of securities held after change		3,116,682

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Nature of change Acquired on market under the Deferred Share Example: on-market trade, off-market trade, exercise of options, issue of Purchase Plan securities under dividend reinvestment plan, participation in buy-back

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002