DOWNER EDI LIMITED — Director's Dealing 2019

Jun 3, 2019

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	27 August 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 ordinary
	shares and 1,555,492 performance rights, each representing a
	right to one ordinary share).
Nature of indirect interest	Held by CPU Share Plans Pty Ltd (Trustee of the Downer EDI
(including registered holder)	Limited Deferred Employee Share Plan)
Note: Provide details of the circumstances giving rise
to the relevant interest.
Date of change	3 June 2019.
No. of securities held prior to change	1,164,203 ordinary shares.
	1,253,701 performance rights, each representing a right to one
	ordinary share, comprising of:
	1.2016 LTI Plan –
	418,015 performance rights which have met the relevant
	performance condition and remain subject to a continued
	employment condition to 30 June 2019.

• 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)	2.2017 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: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	301,791 performance rights granted under the LTI plan.
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide detailsand estimated valuation	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change1,164,1,555,ordina1.24pe2.2c**a. ****b. **	No. of securities held after change1,164,1,555,ordina1.24pe2.2c**a. ****b. **	No. of securities held after change1,164,1,555,ordina1.24pe2.2c**a. ****b. **	No. of securities held after change1,164,1,555,ordina1.24pe2.2c**a. ****b. **
		No. of securities held after change	1,164,1,555,ordina1.24pe2.2c**a. ****b. **	203 ordinary shares.492 performance rights, each representing a right try share, comprising of:016 LTI Plan –18,015 performance rights which have met the relerformance condition and remain subject to a contmployment condition to 30 June 2019.017 LTI Plan - 503,526 performance rights. The gromprised of three tranches:167,842 performance rights with a relativeperformance hurdle for the three years to 30 June 2167,842 performance rights with a compound aEPS growth rate performance hurdle for the threeto 30 June 2019; and	o oneevantinuedant isTSR019;nnualyearsecard019.pliesant isTSR020;nnualyearsecard020.pliesant isTSR021;nnualyearsecard021.plies
			**c. **	167,842performancerightswithascorperformance hurdle for the three years to 30 June 2
			A	continued employment condition to 30 June 2020 ap
			to32	each tranche.018 LTI Plan – 332160 performance rights The gr
			. c	, .omprised of three tranches:
			a.	110,720 performance rights with a relativeperformance hurdle for the three years to 30 June 2
			**b. **	110,720 performance rights with a compound aEPS growth rate performance hurdle for the three
			c.	to 30 June 2020; and110720performancerightswithascor
				, performance hurdle for the three years to 30 June 2
			At	continued employment condition to 30 June 2021 apeach tranche.
			4.2c	19 LTI Plan – 301,791 performance rights. The gromprised of three tranches:
			a.	100,597 performance rights with a relativeperformance hurdle for the three years to 30 June 2
			**b. **	100,597 performance rights with a compound aEPS growth rate performance hurdle for the three
				to 30 June 2021; and100597fihtith
			c.	,perormancergswascorperformance hurdle for the three years to 30 June 2
Ato			Ato	continued employment condition to 30 June 2022 apeach tranche.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Nature of change 301,791 performance rights granted under the LTI plan. Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in 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

Were the interests in the securities or contracts detailedabove traded during a+closed period where prior written**clearance 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