DOWNER EDI LIMITED — Director's Dealing 2011

Jul 4, 2011

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.

Introduced 30/09/01 Amended 01/01/11

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.

We (the entity) give ASX the followingthe director for the purposes of section	information under listing rule 3.19A.2 and as agent for205G of the Corporations Act.
Name of Director	Grant Anthony Fenn
Date of last notice	1 April 2011

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 and indirect
Nature of indirect interest	265,102 held directly and 986,107 held by CPU
(including registered holder)	Share Plans Pty Ltd (Trustee of the Downer EDI
Note: Provide details of the circumstances giving rise to the relevantinterest.	Limited Deferred Employee Share Plan)
Date of change	1 July 2011
No. of securities held prior to change	265,102 ordinary shares will vest subject to
	continued employment to 30 June 2011.
	The following share grants have been made to Mr
	Fenn under the long term incentive plan. These
	shares have been acquired by the company under
	the plan. Other than 80,959 shares (tranche 1 of the
	2009 plan), none of the shares below have met
	either the performance or service hurdle outlined.
	Mr Fenn has a relevant interest through being able
	to direct the trustee to vote the shares until they
	are transferred from the trust following vesting or
	are forfeited.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change (continued)	2009 LTI Plan210,492 ordinary shares in three tranches of 80,959,64,767 and 64,766 with a performance condition ofmeeting a relative TSR hurdle for the period that isten trading days after the announcement of the2008 half year results to ten trading days afterannouncements of the half year results for theperiods ended 31 December 2009, 31 December2010 and 31 December 2011 respectively. A singlere-test is available for each tranche. A continuedemployment condition applies to each tranche andrequires Mr Fenn to remain employed at 31December 2010, 31 December 2011 and 31December 2012 respectively.The first tranche met both the performance andservice conditions and the Board approved vestingof the 64,767 shares on 25 February 2011.2010 LTI Plan95,410 ordinary shares, comprising two tranches of47,705 shares each. One tranche has a relative TSRperformance hurdle for the three years to 31December 2012. The other tranche has acompound annual EPS growth rate performancehurdle for the three years to 31 December 2012. Acontinued employment condition to 31 December2013 applies to both tranches.On appointment as CEO200,000 shares with specific hurdles related todelivery of Waratah train sets over the period to 30September2011.Acontinuedemploymentcondition applies to 31 December 2013.
Class	Ordinary
Number acquired	480,205 (indirect)
Number disposed	Nil
Value/ConsiderationNote: If consideration is non‐cash, provide details and estimatedvaluation	Not applicable

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	No. of securities held after change		Direct interest:265,102 ordinary shares.Indirect interest:The following share grants have been made to MrFenn under the long term incentive plan. Theseshares have been acquired by the company underthe plan. None of the shares below have met eitherthe performance or service hurdle outlined.Mr Fenn has a relevant interest through being ableto direct the trustee to vote the shares until theyare transferred from the trust following vesting orare forfeited.986,107 ordinary shares comprising of:1.2009 LTI Plan210,492 ordinary shares in three tranchesof 80,959, 64,767 and 64,766 with aperformance condition of meeting arelative TSR hurdle for the period that isten trading days after the announcementof the 2008 half year results to ten tradingdays after announcements of the half yearresultsfortheperiodsended31December 2009, 31 December 2010 and 31December 2011 respectively. A single re-test is available for each tranche.Acontinuedemploymentconditionapplies to each tranche and requires MrFenn to remain employed at 31 December2010, 31 December 2011 and 31 December2012 respectively. The first tranche metboththeperformanceandserviceconditions and the Board approvedvesting of the 64,767 shares on 25February 2011. The second tranche failedto meet the performance condition and issubject to a single re-test over anextended performance period to thetrading days after announcement of thehalf year results for the period ended 31December 2011.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change (continued)	2.	2010 LTI Plan
		95,410 ordinary shares, comprising two
		tranches of 47,705 shares each. One
		tranche has a relative TSR performance
		hurdle for the three years to 31 December
		2012. The other tranche has a compound
		annual EPS growth rate performance
		hurdle for the three years to 31 December
		2012. A continued employment condition
		to 31 December 2013 applies to both
		tranches.
	3.	2011 LTI Plan
		480,205 ordinary shares, comprising two
		tranches of 240,102.5 shares each. One
		tranche has a relative TSR performance
		hurdle for the three years to 31 December
		2013. The other tranche has a compound
		annual EPS growth rate performance
		hurdle for the three years to 31 December
		2013. A continued employment condition
		to 31 December 2014 applies to both
		tranches.
	4.	On appointment as CEO
		200,000 shares with specific hurdles
		related to delivery of Waratah train sets
		over the period to 30 September 2011. A
		continued employment condition applies
		to 31 December 2013.
Nature of change	1.	Vesting of 265,102 ordinary shares upon
Example: on‐market trade, off‐market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy‐back		satisfaction of continued employmentcondition; and
	2.	Participation in 2011 LTI Plan (1 July
		2011).

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

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

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

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade to proceed during this period? If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

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