DOWNER EDI LIMITED — Director's Dealing 2016

Jan 27, 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	14 August 2015

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 1,200,505 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 Share Plan)
Date of change	25 January 2016.
No. of securities held prior to change	409,571 ordinary shares.In addition, 216,921 ordinary shares granted underthe 2012 LTI Plan have met the relevantperformance hurdles. A continued employmentcondition to 31 December 2015 applied to theseshares.

• 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)	1,200,505 performance rights, each representing aright to one ordinary share, comprising of:1.2013 LTI Plan445,682 performance rights. The grant iscomprised of two tranches of 222,841performance rights each. One tranche has arelative TSR performance hurdle for the threeyears to 31 December 2015. The other tranchehas a compound annual EPS growth rateperformance hurdle for the three years to 31December 2015. A continued employmentcondition to 31 December 2016 applies to bothtranches.2.2014 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.3.2015 LTI Plan511,247 performance rights. The grant iscomprised of three tranches:a.170,416 performance rights with arelative TSR performance hurdle forthe three years to 30 June 2017;b. 170,416 performance rights with acompound annual EPS growth rateperformance hurdle for the threeyears to 30 June 2017; andc.170,415 performance rights with ascorecard performance hurdle for thethree years to 30 June 2017A continued employment condition to 31December 2016 applies to each tranche.	1,200,505 performance rights, each representing aright to one ordinary share, comprising of:1.2013 LTI Plan445,682 performance rights. The grant iscomprised of two tranches of 222,841performance rights each. One tranche has arelative TSR performance hurdle for the threeyears to 31 December 2015. The other tranchehas a compound annual EPS growth rateperformance hurdle for the three years to 31December 2015. A continued employmentcondition to 31 December 2016 applies to bothtranches.2.2014 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.3.2015 LTI Plan511,247 performance rights. The grant iscomprised of three tranches:a.170,416 performance rights with arelative TSR performance hurdle forthe three years to 30 June 2017;b. 170,416 performance rights with acompound annual EPS growth rateperformance hurdle for the threeyears to 30 June 2017; andc.170,415 performance rights with ascorecard performance hurdle for thethree years to 30 June 2017A continued employment condition to 31December 2016 applies to each tranche.
	rgt to one ornary sare, comprsng o:1.2013 LTI Plan445682 performance rights. The grant is
	,comprised of two tranches of 222,841performance rights each. One tranche has arelative TSR performance hurdle for the threeyears to 31 December 2015. The other tranchehas a compound annual EPS growth rate
	performance hurdle for the three years to 31December 2015. A continued employmen
	condition to 31 December 2016 applies to bothtranches.
	2.2014 LTI Plan243,576 performance rights. The grant iscomprised of two tranches of 121,788
	performance 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.3.2015 LTI Plan511,247 performance rights. The grant is
	comprised of three tranches:
	a.170,416 performance rights with arelative TSR performance hurdle forthe three years to 30 June 2017;
	b. 170,416 performance rights with acompound annual EPS growth rateperformance hurdle for the three
	years to 30 June 2017; andc.170,415 performance rights with ascorecard performance hurdle for thethree years to 30 June 2017
	A continued employment condition to 3December 2016 applies to each tranche.
Class	Ordinary
Number acquired	216,921 ordinary shares.

• See chapter 19 for defined terms. Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Number disposed	Not applicable
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	Not applicable
No. of securities held after change	626,492 ordinary shares.1,200,505 performance rights, each representing aright to one ordinary share, comprising of:4.2013 LTI Plan445,682 performance rights. The grant iscomprised of two tranches of 222,841performance rights each. One tranche has arelative TSR performance hurdle for the threeyears to 31 December 2015. The other tranchehas a compound annual EPS growth rateperformance hurdle for the three years to 31December 2015. A continued employmentcondition to 31 December 2016 applies to bothtranches.5.2014 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.6.2015 LTI Plan511,247 performance rights. The grant iscomprised of three tranches:a.170,416 performance rights with arelative TSR performance hurdle forthe three years to 30 June 2017;b. 170,416 performance rights with acompound annual EPS growth rateperformance hurdle for the threeyears to 30 June 2017; andc.170,415 performance rights with ascorecard performance hurdle for thethree years to 30 June 2017A continued employment condition to 31December 2016 applies to each tranche.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Nature of change 216,921 shares granted to Mr Fenn under the LTI Example: on-market trade, off-market trade, exercise of options, Plan (2012 Plan) have met the continued issue of securities under dividend reinvestment plan, participation in employment condition and have vested. buy-back

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 detailedabove traded during a+closed period where prior writtenclearance was required?	No
If so, was prior written clearance provided to allow the tradeto proceed during this period?
If prior written clearance was provided, on what date was thisprovided?

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011