DOWNER EDI LIMITED — Director's Dealing 2017

Apr 23, 2017

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	12 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 (188,039 shares) & Indirect (638,187 ordinary shares and1,182,681 performance rights, each representing a right to oneordinary share).
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving riseto the relevant interest.	Held by CPU Share Plans Pty Ltd (Trustee of the Downer EDILimited Deferred Employee Share Plan)
Date of change	24 April 2017.
No. of securities held prior to change	706,899 ordinary shares.1,182,681 performance rights, each representing a right to oneordinary share, comprising of:1.2015 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 June2017

• 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.1.2016 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	119,327
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide detailsand estimated valuation	$5.95 per share

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

826,226 ordinary shares.1,182,681 performance rights, each representing a right to oneordinary share, comprising of:3.2015 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 June2017A continued employment condition to 30 June 2018 appliesto each tranche.4.2016 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 appliesto each tranche.

Nature of changeExample:on-markettrade,off-markettrade,exercise of options, issue of securities underdividend reinvestment plan, participation in buy-back

Participation in pro-rata entitlement offer announced to themarket on 21 March 2017

• 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.

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----- 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

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?	N/A
If prior written clearance was provided, on what date was thisprovided?	N/A

• See chapter 19 for defined terms.

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