DOWNER EDI LIMITED — Director's Dealing 2013

Oct 20, 2013

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.

Name of Director	Grant Anthony Fenn
Date of last notice	18 March 2013

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	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	1,291,262 ordinary shares held by CPU Share Plans Pty Ltd (Trustee of the Downer EDI Limited Deferred Employee Share Plan) 445,682 performance rights, each representing a right to one ordinary share.
Date of change	15 October 2013
No. of securities held prior to change	346,061 ordinary shares. In addition, the following share grants have been made to Mr Fenn under the long term incentive plan. These shares were acquired by the company under the plan. None of the shares below have met either the performance or service hurdle outlined below. Mr Fenn has a relevant interest in the shares, 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)	945,201 ordinary shares comprising of: 1. 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. 2. 2012 LTI Plan 464,996 ordinary shares, comprising two tranches of 232,498 shares each. One tranche has a relative TSR performance hurdle for the three years to 31 December 2014. The other tranche has a compound annual EPS growth rate performance hurdle for the three years to 31 December 2014. A continued employment condition to 31 December 2015 applies to both tranches.
Class	Ordinary
Number acquired	445,682 performance rights granted to Mr Fenn under the 2013 LTI Plan.
Number disposed	Nil
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

346,061 ordinary shares. In addition, the following share grants have been made to Mr Fenn under the long term incentive plan. These shares were acquired by the company under the plan. None of the shares below have met either the performance or service hurdle outlined below. Mr Fenn has a relevant interest in the ordinary shares through being able to direct the trustee to vote the shares until they are transferred from the trust following vesting or are forfeited. 945,201 ordinary shares comprising of: 1. 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. 2. 2012 LTI Plan 464,996 ordinary shares, comprising two tranches of 232,498 shares each. One tranche has a relative TSR performance hurdle for the three years to 31 December 2014. The other tranche has a compound annual EPS growth rate performance hurdle for the three years to 31 December 2014. A continued employment condition to 31 December 2015 applies to both tranches. 445,682 performance rights, each representing a right to one ordinary share. The grant is comprised of two tranches of 222,841 performance rights each. One tranche has a relative TSR performance hurdle for the three years to 31 December 2015. The other tranche has a compound annual EPS growth rate performance hurdle for the three years to 31 December 2015. A continued employment condition to 31 December 2016 applies to both tranches.

Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back

445,682 performance rights granted to Mr Fenn under the 2013 LTI Plan.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

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

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
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.

Appendix 3Y Page 4

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