DOWNER EDI LIMITED — Director's Dealing 2010

Aug 4, 2010

Appendix 3Z Final Director’s Interest Notice

Rule 3.19A.3

Appendix 3Z

Final 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.

Introduced 30/9/2001.

Name	of entity	Downer EDI Limited
ABN	97 003	872 848

We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of director	Geoffrey Hugh Knox
Date of last notice	3 March 2008
Date that director ceased to be director	30 July 2010

Part 1 – Director’s relevant interests in securities of which the director is the registered holder

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.

Number & class of securities

400,000 shares held in own name.

• See chapter 19 for defined terms.

Appendix 3Z Page 1

11/3/2002

Appendix 3Z Final Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

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.

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

Name of holder & nature of interest Number & class of securities Note: Provide details of the circumstances giving rise to the relevant interest Held by CPU Share Plans Pty Ltd 400,000 vested ordinary shares (200,000 vested (Trustee of the Downer EDI on 31 December 2008 and 200,000 vested on 31 Limited Deferred Employee Share December 2009). Plan). 243,013 unvested ordinary shares (these shares will vest on 31 December 2010).

Part 3 – Director’s interests in contracts

Detail of contract	None
Nature of interest
Name of registered holder(if issued securities)
No. and class of securities towhich interest relates

• See chapter 19 for defined terms.

Appendix 3Z Page 2

11/3/2002