DOWNER EDI LIMITED — Director's Dealing 2020

Aug 7, 2020

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	28 August 2019

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 (915,986 ordinary
	shares and 646,097 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	4 August 2020.
No. of securities held prior to change	1,582,218 ordinary shares.
	923,646 performance rights, each representing a right to one
	ordinary share, comprising of:
	1.2017 LTI Plan
	289,695 performance rights which have met the relevant
	performance condition and remain subject to a continued
	employment condition to 30 June 2020.
	2.2018 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

• 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)	No. of securities held prior to change(continued)	No. of securities held prior to change(continued)	No. of securities held prior to change(continued)	c.110,720performancerightswithascorecardperformance hurdle for the three years to 30 June 2020.A continued employment condition to 30 June 2021 appliesto each tranche.3.2019 LTI Plan – 301,791 performance rights. The grant iscomprised of three tranches:	c.110,720performancerightswithascorecardperformance hurdle for the three years to 30 June 2020.A continued employment condition to 30 June 2021 appliesto each tranche.3.2019 LTI Plan – 301,791 performance rights. The grant iscomprised of three tranches:	c.110,720performancerightswithascorecardperformance hurdle for the three years to 30 June 2020.A continued employment condition to 30 June 2021 appliesto each tranche.3.2019 LTI Plan – 301,791 performance rights. The grant iscomprised of three tranches:	c.110,720performancerightswithascorecardperformance hurdle for the three years to 30 June 2020.A continued employment condition to 30 June 2021 appliesto each tranche.3.2019 LTI Plan – 301,791 performance rights. The grant iscomprised of three tranches:	c.110,720performancerightswithascorecardperformance hurdle for the three years to 30 June 2020.A continued employment condition to 30 June 2021 appliesto each tranche.3.2019 LTI Plan – 301,791 performance rights. The grant iscomprised of three tranches:	c.110,720performancerightswithascorecardperformance hurdle for the three years to 30 June 2020.A continued employment condition to 30 June 2021 appliesto each tranche.3.2019 LTI Plan – 301,791 performance rights. The grant iscomprised of three tranches:
				**a. **	100,597 performa	nce rights with	a relative TSR
				**b. **	performance hurdl100,597 performan	e for the three yearsce rights with a c	to 30 June 2021;ompound annual
					EPS growth rate pto 30 June 2021; an	erformance hurdle fd	or the three years
				**c. **	100,597perform	ancerightswith	ascorecard
					performance hurdl	e for the three years	to 30 June 2021.
				A	continued employm	ent condition to 30	June 2022 applies
				to	each tranche.
Cl	ass			Ordina	ry shares
N
	umber acquired			295,24perfor	6 shares were allmance rights grant	ocated after provisd under the 2017	ionally qualifiedLTI plan met the
				remain	ing conditions and	vested.
Number disposed				295,246 performance rights vested and were exercised to295,246 ordinary shares.
Value/ConsiderationNote: If consideration is non-cash, provide detailsand estimated valuation				Not applicable
No. of securities held after change				1,877,464 ordinary shares.646,097 performance rights, each representing a right to oneordinary share, comprising of:
				1.2018 LTI Plan – 338,524 performance rights. The grant iscomprised of three tranches:a. 112,841 performance rights with a relative TSRperformance hurdle for the three years to 30 June 2020;b. 112,841 performance rights with a compound annual
				EPS growth rate performance hurdle for the three yearsto 30 June 2020; andc. 112,842performancerightswithascorecardperformance hurdle for the three years to 30 June 2020.A continued employment condition to 30 June 2021 appliesto each tranche.

• 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(continued)		2.2019 LTI Plan – 307,573 performance rights. The grcomprised of three tranches:	2.2019 LTI Plan – 307,573 performance rights. The grcomprised of three tranches:
			a. 102,524 performance rights with a relativeperformance hurdle for the three years to 30 June
			b. 102,524 performance rights with a compound aEPS growth rate performance hurdle for the threeto 30 June 2021; and
			c. 102,525performancerightswithascorperformance hurdle for the three years to 30 June
	Nature of changeExample: on-market trade, off-market trade, exerciseof options, issue of securities under dividendreinvestment plan, participation in buy-back		Adjustment to thereflect the discouoffered to shareh	number of performance rights calculant to the market price of Downer solders in the Company’s Entitlement
			announced on 21•5,551 under th•6364 under th	uly 2020 as follows:e 2017 LTI Plane 2018 LTI Plan
			,•5,782 under th	e 2019 LTI Plan

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

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

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 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