DOWNER EDI LIMITED — Director's Dealing 2016

Jul 31, 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.

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	1 July 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 (53,906 shares) & Indirect (572,586 ordinaryshares and 1,182,681 performance rights, eachrepresenting a right to one ordinary share).
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Held by CPU Share Plans Pty Ltd (Trustee of theDowner EDI Limited Deferred Employee SharePlan)
Date of change	28 July 2016.
No. of securities held prior to change	626,492 ordinary shares.1,426,257 performance rights, each representing aright to one ordinary share, comprising of:1.2014 LTI Plan243,576 performance rights. The grant iscomprised of two tranches of 121,788performance rights each. One tranche has arelative TSR performance hurdle for the 2.5years to 30 June 2016. The other tranche has acompoundannualEPSgrowthrateperformance hurdle for the 2.5 years to 30June 2016. A continued employment conditionto 30 June 2017 applies to both tranches.

• 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)	2.	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
		A continued employment condition to 30 June
		2018 applies to each tranche.
	3.	2016 LTI	Plan
		671,434	performance rights. The grant is
		comprised of three tranches:
		a.	223,811 performance rights with a
			relative TSR performance hurdle for
			the three years to 30 June 2018;
		**b. **	223,811 performance rights with a
			compound annual EPS growth rate
			performance hurdle for the three
			years to 30 June 2018; and
		c.	223,812 performance rights with a
			scorecard performance hurdle for the
			three years to 30 June 2018
		A continued employment condition to 30 June
		2019 applies to each tranche.
Class	Performance		Rights
Number acquired	Nil
Number disposed	243,576
Value/Consideration	Not	applicable
Note: If consideration is non‐cash, provide details and estimated
valuation

• See chapter 19 for defined terms.

Appendix 3Y Page 2

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	626,492 ordinary shares.	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
		A continued employment condition to 30 June
		2018 applies to each tranche.
	2.	2016 LTI Plan
		671,434 performance rights. The grant is
		comprised of three tranches:
		a.223,811 performance rights with a
		relative TSR performance hurdle for
		the three years to 30 June 2018;
		b. 223,811 performance rights with a
		compound annual EPS growth rate
		performance hurdle for the three
		years to 30 June 2018; and
		c.223,812 performance rights with a
		scorecard performance hurdle for the
		three years to 30 June 2018
		A continued employment condition to 30 June
		2019 applies to each tranche.
Nature of change	243,576 performance rights granted to Mr Fenn
Example: on‐market trade, off‐market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy‐back	under the LTI Plan (2014 Plan) failed theperformance conditions and have forfeited.

• 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.

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

Part 3 –[+] Closed period

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.

Appendix 3Y Page 4

01/01/2011