DOWNER EDI LIMITED — Director's Dealing 2014

May 22, 2014

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	21 October 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	820,661 ordinary shares held by CPU Share Plans
(including registered holder)	Pty Ltd (Trustee of the Downer EDI Limited
Note: Provide details of the circumstances giving rise to the relevantinterest.	Deferred Employee Share Plan)
	445,682 performance rights, each representing a
	right to one ordinary share.
Date of change	21 May 2014
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 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.

• 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 Plan480,205 ordinary shares, comprising twotranches of 240,102.5 shares each. Onetranche has a relative TSR performancehurdle for the three years to 31 December2013. The other tranche has a compoundannual EPS growth rate performancehurdle for the three years to 31 December2013. A continued employment conditionto 31 December 2014 applies to bothtranches.2.2012 LTI Plan464,996 ordinary shares, comprising twotranches of 232,498 shares each. Onetranche has a relative TSR performancehurdle for the three years to 31 December2014. The other tranche has a compoundannual EPS growth rate performancehurdle for the three years to 31 December2014. A continued employment conditionto 31 December 2015 applies to bothtranches.445,682 performance rights, each representing aright to one ordinary share. The grant is comprisedof two tranches of 222,841 performance rightseach. One tranche has a relative TSR performancehurdle for the three years to 31 December 2015.The other tranche has a compound annual EPSgrowth rate performance hurdle for the three yearsto 31 December 2015. A continued employmentcondition to 31 December 2016 applies to bothtranches.
Class	Ordinary
Number acquired	Nil
Number disposed	470,601 shares granted to Mr Fenn under the LTIPlan (2011 Plan) have not met the relevantperformance hurdles and the shares have beenforfeited.
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

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 beenmade to Mr Fenn under the long term incentiveplan. These shares were acquired by the companyunder the plan. None of the shares below have meteither the performance or service hurdle outlinedbelow.Mr Fenn has a relevant interest in the ordinaryshares through being able to direct the trustee tovote the shares until they are transferred from thetrust following vesting or are forfeited.474,600 ordinary shares comprising of:1.2011 LTI Plan9,604 ordinary shares have met therelevantperformancehurdles.Acontinued employment condition to 31December 2014 applies to these shares.2.2012 LTI Plan464,996 ordinary shares, comprising twotranches of 232,498 shares each. Onetranche has a relative TSR performancehurdle for the three years to 31 December2014. The other tranche has a compoundannual EPS growth rate performancehurdle for the three years to 31 December2014. A continued employment conditionto 31 December 2015 applies to bothtranches.445,682 performance rights, each representing aright to one ordinary share. The grant is comprisedof two tranches of 222,841 performance rightseach. One tranche has a relative TSR performancehurdle for the three years to 31 December 2015.The other tranche has a compound annual EPSgrowth rate performance hurdle for the three yearsto 31 December 2015. A continued employmentcondition to 31 December 2016 applies to bothtranches.

Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back

470,601 shares granted to Mr Fenn under the LTIPlan (2011 Plan) have not met the relevantperformance hurdles and the shares have beenforfeited.

• 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.

==> picture [433 x 320] intentionally omitted <==

----- Start of picture text ----- Detail of contractNature of interestName of registered holder(if issued securities)Date of changeNo. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changedInterest acquiredInterest disposedValue/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuationInterest after change----- End of picture text -----

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailedabove traded during a+closed period where prior written**clearance was required? **	No
If so, was prior written clearance provided to allow the tradeto proceed during this period?
If prior written clearance was provided, on what date was thisprovided?

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011