DOWNER EDI LIMITED — Director's Dealing 2016

Nov 2, 2016

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	John Scott Humphrey
Date of last notice	25 March 2014
Date that director ceased to be director	3 November 2016

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

5,867 Ordinary shares

• 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 interest Number & class of securities Note: Provide details of the circumstances giving rise to the relevant interest 62,500 Ordinary shares Beneficial interest in shares held by the J Humphrey Superannuation Fund

Part 3 – Director’s interests in contracts

Detail of contract Nature of interest Name of registered holder (if issued securities) No. and class of securities to which interest relates

• See chapter 19 for defined terms.

Appendix 3Z Page 2

11/3/2002