DOWNER EDI LIMITED — Director's Dealing 2014

Sep 30, 2014

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	Kerry Gaye Sanderson
Date of last notice	7 August 2013
Date that director ceased to be director	30 September 2014

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

10,000 ordinary shares held by L & K Sanderson Pty Ltd as trustee for the Sanderson Superannuation Fund

• 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 interestNote: Provide details of the circumstances giving riseto the relevant interestBeneficial interest in shares held byL & K Sanderson Pty Ltd as trusteefor the Sanderson SuperannuationFund	Number & class of securities10,000 ordinary shares

Part 3 – Director’s interests in contracts

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----- Start of picture text ----- Detail of contractNature of interestName of registered holder(if issued securities)No. and class of securities to whichinterest relates----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3Z Page 2

11/3/2002