DOWNER EDI LIMITED — Director's Dealing 2019

Jun 2, 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.

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 (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Held by CPU Share Plans Pty Ltd (Trustee of the Downer EDI Limited Deferred Employee Share Plan)
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 is comprised of three tranches: a. 167,842 performance rights with a relative TSR performance hurdle for the three years to 30 June 2019; b. 167,842 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2019; and c. 167,842 performance rights with a scorecard performance hurdle for the three years to 30 June 2019. A continued employment condition to 30 June 2020 applies to each tranche. 3. 2018 LTI Plan – 332,160 performance rights. The grant is comprised of three tranches: a. 110,720 performance rights with a relative TSR performance hurdle for the three years to 30 June 2020; b. 110,720 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2020; and c. 110,720 performance rights with a scorecard performance hurdle for the three years to 30 June 2020. A continued employment condition to 30 June 2021 applies to each tranche.
Class	Ordinary shares
Number acquired	301,791 performance rights granted under the LTI plan.
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and 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 change	1,164,203 ordinary shares. 1,555,492 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. 2. 2017 LTI Plan - 503,526 performance rights. The grant is comprised of three tranches: a. 167,842 performance rights with a relative TSR performance hurdle for the three years to 30 June 2019; b. 167,842 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2019; and c. 167,842 performance rights with a scorecard performance hurdle for the three years to 30 June 2019. A continued employment condition to 30 June 2020 applies to each tranche. 3. 2018 LTI Plan – 332,160 performance rights. The grant is comprised of three tranches: a. 110,720 performance rights with a relative TSR performance hurdle for the three years to 30 June 2020; b. 110,720 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2020; and c. 110,720 performance rights with a scorecard performance hurdle for the three years to 30 June 2020. A continued employment condition to 30 June 2021 applies to each tranche. 4. 2019 LTI Plan – 301,791 performance rights. The grant is comprised of three tranches: a. 100,597 performance rights with a relative TSR performance hurdle for the three years to 30 June 2021; b. 100,597 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2021; and c. 100,597 performance rights with a scorecard performance hurdle for the three years to 30 June 2021. A continued employment condition to 30 June 2022 applies to each 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 detailed above traded during a+closed period where prior written **clearance was required? **	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011