DOWNER EDI LIMITED — Director's Dealing 2014

Mar 19, 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.

Name of Director	Charles Grant Thorne
Date of last notice	24 September 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	Direct and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	27,557 shares held in own name and 31,673 shares held indirectly in the name of Thorcran Pty Ltd as trustee for The Thorne Super Fund
Date of change	20 March 2014
No. of securities held prior to change	57,955
Class	Ordinary fully paid
Number acquired	1,275 shares
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$5.00 per share
No. of securities held after change	59,230 (27,557 shares held in own name and 31,673 shares held indirectly in the name of Thorcran Pty Ltd as trustee for The Thorne Super Fund)

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

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

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.

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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
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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 N/A to proceed during this period? If prior written clearance was provided, on what date was this N/A provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011