DOWNER EDI LIMITED — Director's Dealing 2016

Oct 23, 2016

Downer EDI Limited ABN 97 003 872 848 Triniti Business Campus 39 Delhi Road North Ryde NSW 2113 1800 DOWNER www.downergroup.com

24 October 2016

Company Announcements Office ASX Limited Exchange Centre Level 4, 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

Please find attached an Appendix 3X “Initial Director’s Interest Notice” for Ms Teresa Handicott.

The Appendix 3X, which relates to Ms Handicott’s interest in securities on her commencement as a director of the Company, is being lodged outside the time prescribed by the ASX Listing Rules.

The Company confirms that whilst Ms Handicott provided it with details of her interest in securities, an administrative oversight by the Company meant that the Appendix 3X was not lodged within the prescribed time.

The Company has revised its on-boarding controls to ensure that the timeframes for the lodgement of notices relating to a director’s initial relevant interest in securities are met in the future.

Yours sincerely

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Peter Tompkins Company Secretary

Page 1 of 1

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial 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.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Teresa Gayle Handicott
Date of appointment	21 September 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

Nil

• See chapter 19 for defined terms.

Appendix 3X Page 1

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

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 interest.Tee Lou Pty Ltd, a private companycontrolled by Ms Handicott.	Number & class of Securities10,000 Ordinary shares

Part 3 – 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	Nil
Nature of interest
Name of registered holder(if issued securities)
No. and class of securities to whichinterest relates

• See chapter 19 for defined terms.

Appendix 3X Page 2

11/3/2002