DOWNER EDI LIMITED — Director's Dealing 2016

Mar 21, 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	28 January 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 ordinary
	shares and 1,200,505 performance rights, each
	representing a right to one ordinary share).
Nature of indirect interest	Held by CPU Share Plans Pty Ltd (Trustee of the
(including registered holder)	Downer EDI Limited Deferred Employee Share Plan)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Date of change	22 March 2016.
No. of securities held prior to change	626,492 ordinary shares.
	1,200,505 performance rights, each representing a
	right to one ordinary share, comprising of:
	1.2013 LTI Plan
	445,682 performance rights. The grant is
	comprised of two tranches of 222,841
	performance rights each. One tranche has a
	relative TSR performance hurdle for the three
	years to 31 December 2015. The other tranche
	has a compound annual EPS growth rate
	performance hurdle for the three years to 31
	December 2015. A continued employment
	condition to 31 December 2016 applies to both
	**tranches. **

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

	No. of securities held prior to change (continued)	No. of securities held prior to change (continued)	No. of securities held prior to change (continued)	2.2014 LTI Plan	2.2014 LTI Plan	2.2014 LTI Plan	2.2014 LTI Plan	2.2014 LTI Plan
				243,576 performaid f t		nce rights. Thth	e grant isf 121788
				comprse operformance right		o rancess each. One tra	,nche has a
				relative TSR perfyears to 30 June 2		ormance hurdle016. The other tr	for the 2.5anche has a
				compoundannperformance hurd		ualEPSgrle for the 2.5	owthrateears to 30
				June 2016. A contit 30 J 2017		nued employmeli t bth t	nt conditionh
				o une ap3.2015 LTI Plan		pes o o ra	ces.
				511,247 performacomprised of threea.170,416relative Tthe three		nce rights. Thtranches:performance rigSR performanceyears to 30 June	e grant ishts with ahurdle for2017;
				b. 170,416compoun		performance rigd annual EPS	hts with agrowth rate
				performayears to 3		nce hurdle for0 June 2017; an	the threed
				c.170,415scorecar		performance rigd performance h	hts with aurdle for the
				three yea		rs to 30 June 201	7
				A continued em		ployment condi	tion to 31
				December 2016 applies to each tranche.
	Class			Performance Rights
	Number acquired			Not applicable
	Number disposed			445,682
	Value/Consideration			Not alicable
	Note: If consideration is non-cash, provili	de details and es	timated	pp
	vauaton

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

N f iti hld ft	N f iti hld ft
	N f iti hld ft	h		626492 di	h
	o. o secures e aer	cange		, or	ary sares.
				754,823 perfright to one o	ormance rights, eardinary share, com	ch representingprising of:
				1.2014 LTI243,576compris	Planperformance righed of two tran	ts. The grantches of 121,
				performarelativer t	nce rights each.TSR performance30 Jn 2016 Th	One tranche hahurdle for thethr trnh h
				yeas ocompou	ue . endannualEP	e ace aSgrowthr
				performaJune 20to 30 Ju	nce hurdle for th16. A continued eme 2017 applies to b	e 2.5 years toployment conditoth tranches
				22015 LTI	Pl	.
				. 511,247	anperformance righ	ts. The grant
	Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back			445,682 performance rights granted to Mr Fennunder the LTI Plan (2013 Plan) have failed theperformance conditions and have forfeited.

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

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

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

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