DOWNER EDI LIMITED — Director's Dealing 2016

Aug 11, 2016

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	Grant Anthony Fenn
Date of last notice	1 August 2016

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 (134,313 shares) & Indirect (572,586 ordinary shares and
	1,182,681 performance rights, each representing a right to one
	ordinary share).
Nature of indirect interest	Held by CPU Share Plans Pty Ltd (Trustee of the Downer EDI
(including registered holder)	Limited Deferred Employee Share Plan)
Note: Provide details of the circumstances giving rise
to the relevant interest.
Date of change	11 August 2016.
No. of securities held prior to change	626,492 ordinary shares.
	1,182,681 performance rights, each representing a right to one
	ordinary share, comprising of:
	1.2015 LTI Plan
	511,247 performance rights. The grant is comprised of
	three tranches:
	a.170,416 performance rights with a relative TSR
	performance hurdle for the three years to 30 June
	2017;
	b. 170,416 performance rights with a compound
	annual EPS growth rate performance hurdle for
	the three years to 30 June 2017; and
	c.170,415 performance rights with a scorecard
	performance hurdle for the three years to 30 June
	2017

• 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)	A continued employment condition to 30 June 2018 appliesto each tranche.2.2016 LTI Plan671,434 performance rights. The grant is comprised ofthree tranches:a.223,811 performance rights with a relative TSRperformance hurdle for the three years to 30 June2018;b. 223,811 performance rights with a compoundannual EPS growth rate performance hurdle forthe three years to 30 June 2018; andc.223,812 performance rights with a scorecardperformance hurdle for the three years to 30 June2018A continued employment condition to 30 June 2019 applies**to each tranche. **
Class	Ordinary shares
Number acquired	80,407
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide detailsand estimated valuation	$5.0723 per share

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

						Appendix 3Y’	Appendix 3Y’	Appendix 3Y’	Appendix 3Y’	Appendix 3Y’	Appendix 3Y’
						Change of Directors Interest Notice
	No. of securities held after change7061,18ordi1.					,899 ordinary shares.2,681 performance rights, each representing a right to onenary share, comprising of:2015 LTI Plan511,247 performance rights. The grant is comprised ofthree tranches:
		No. of securities held after change			7061,18ordi1.	,899 ordinary shares.2,681 performance rights, each representing a right to onenary share, comprising of:2015 LTI Plan511,247 performance rights. The grant is comprised ofthree tranches:
						a.170,416 performance rights with a relative TSRperformance hurdle for the three years to 30 June2017;b. 170,416 performance rights with a compoundannual EPS growth rate performance hurdle forthe three years to 30 June 2017; andc.170,415 performance rights with a scorecardperformance hurdle for the three years to 30 June
						2017
						A continued employment condition to 30 June 2018 appliesto each tranche.
					2.	2016 LTI Plan
						671,434 perforthree tranches:		mance rights. The gran	t is comprised of
						a.223,811 performance rights with a relative TSRperformance hurdle for the three years to 30 June2018;b. 223,811 performance rights with a compoundannual EPS rowth rate erformance hurdle for
							g pthe three years to 30 June 2018223812 f iht		; andith d
						c.	, perormance rgsrfrmn hrdl fr th thr		w a scorecarr t 30 Jn
	Nature of chaExample:on-maexercise of optiodividend reinvestback					A contto eac	peoace ue o e2018inued employment condition to 3h tranche.		e yeas o ue0 June 2019 applies
		Nature of chaExample:on-maexercise of optiodividend reinvestback	ngerkettrade,off-markettrade,ns, issue of securities underment plan, participation in buy-		80,4empDef	07 shloyeeerred C	ares have been allocated to Mshare plan trust in satisfactioomponent of his 2014 short-term i		r Fenn from then of the Secondncentive award and
					theawa	Fist Derd.	ferred Component of his 2015 s		hort-term incentive
			for defined terms.ndix 3Y Page 3

• 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 [434 x 316] 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

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

• See chapter 19 for defined terms.

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