DOWNER EDI LIMITED — Director's Dealing 2018

Aug 12, 2018

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 June 2018

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 (961,478 ordinary shares) & Indirect (202,725 ordinaryshares and 1,547,403 performance rights, each representing aright to one ordinary 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	8 August 2018.
No. of securities held prior to change	826,226 ordinary shares.1,885,380 performance rights, each representing a right to oneordinary share, comprising of:1.2015 LTI Plan - 337,977 performance rights which have metthe relevant performance condition and remain subject to acontinued employment condition to 30 June 2018.2.2016 LTI Plan - 711,717 performance rights. The grant iscomprised of three tranches:a.237,239 performance rights with a relative TSRperformance hurdle for the three years to 30 June 2018;b. 237,239 performance rights with a compound annualEPS growth rate performance hurdle for the three yearsto 30 June 2018; andc.237,239performancerightswithascorecardperformance hurdle for the three years to 30 June 2018.

• 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 2019 appliesto each tranche.1.2017 LTI Plan - 503,526 performance rights. The grant iscomprised of three tranches:a.167,842 performance rights with a relative TSRperformance hurdle for the three years to 30 June 2019;b. 167,842 performance rights with a compound annualEPS growth rate performance hurdle for the three yearsto 30 June 2019; andc.167,842performancerightswithascorecardperformance hurdle for the three years to 30 June 2019.A continued employment condition to 30 June 2020 appliesto each tranche.2.2018 LTI Plan – 332,160 performance rights. The grant iscomprised of three tranches:a.110,720 performance rights with a relative TSRperformance hurdle for the three years to 30 June 2020;b. 110,720 performance rights with a compound annualEPS growth rate performance hurdle for the three yearsto 30 June 2020; andc.110,720performancerightswithascorecardperformance hurdle for the three years to 30 June 2020.A continued employment condition to 30 June 2021 appliesto each tranche.
Class	Ordinary shares
Number acquired	337,977 shares were allocated after provisionally qualifiedperformance rights granted under the 2015 LTI plan met theremaining conditions and vested.
Number disposed	337,977 performance rights vested and were exercised to337,977 ordinary shares.
Value/ConsiderationNote: If consideration is non-cash, provide detailsand estimated valuation	Not applicable

• 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

1,164,203 ordinary shares.1,547,403 performance rights, each representing a right to oneordinary share, comprising of:1.2016 LTI Plan - 711,717 performance rights. The grant iscomprised of three tranches:a.237,239 performance rights with a relative TSRperformance hurdle for the three years to 30 June 2018;b. 237,239 performance rights with a compound annualEPS growth rate performance hurdle for the three yearsto 30 June 2018; andc.237,239performancerightswithascorecardperformance hurdle for the three years to 30 June 2018.A continued employment condition to 30 June 2019 appliesto each tranche.2.2017 LTI Plan - 503,526 performance rights. The grant iscomprised of three tranches:a.167,842 performance rights with a relative TSRperformance hurdle for the three years to 30 June 2019;b. 167,842 performance rights with a compound annualEPS growth rate performance hurdle for the three yearsto 30 June 2019; andc.167,842performancerightswithascorecardperformance hurdle for the three years to 30 June 2019.A continued employment condition to 30 June 2020 appliesto each tranche.3.2018 LTI Plan – 332,160 performance rights. The grant iscomprised of three tranches:d. 110,720 performance rights with a relative TSRperformance hurdle for the three years to 30 June 2020;e.110,720 performance rights with a compound annualEPS growth rate performance hurdle for the three yearsto 30 June 2020; andf.110,720performancerightswithascorecardperformance hurdle for the three years to 30 June 2020.A continued employment condition to 30 June 2021 appliesto each tranche.

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

337,977 performance rights granted under the 2015 LTI planvested and were exercised to 337,977 ordinary shares.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

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

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.

Appendix 3Y Page 4

01/01/2011