DOWNER EDI LIMITED — Director's Dealing 2020

Aug 26, 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 entityDowner ED	I Limited
ABN97 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	17 August 2020

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 (1,429,032 ordinary shares) & Indirect (620,740 ordinaryshares and 307,573 performance rights, each representing aright to one ordinary share).	Direct (1,429,032 ordinary shares) & Indirect (620,740 ordinaryshares and 307,573 performance rights, each representing aright to one ordinary share).	Direct (1,429,032 ordinary shares) & Indirect (620,740 ordinaryshares and 307,573 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	21 August 2020.
	No. of securities held prior to change	1,877,464 ordinary shares.307,573 performance rights, each representing a right to oneordinary share, comprising of:
		1.2019 LTI Plan – 307,573 perforcomprised of three tranches:a. 102,524 performance righperformance hurdle for the tb. 102,524 performance rightsEPS growth rate performancto 30 June 2021; andc. 102,525performancerigperformance hurdle for the tA continued employment condito each tranche.	mance rights. The grant ists with a relative TSRhree years to 30 June 2021;with a compound annuale hurdle for the three ears
			y
			htswithascorecardhree years to 30 June 2021.tion to 30 June 2022 applies

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Class	Ordinary shares
Number acquired	172,308 shares
Number disposed	Nil.
Value/ConsiderationNote: If consideration is non-cash, provide detailsand estimated valuation	$3.75 per share.
No. of securities held after change	2,049,772 ordinary shares.307,573 performance rights, each representing a right to oneordinary share, comprising of:2.2019 LTI Plan – 307,573 performance rights. The grant iscomprised of three tranches:a. 102,524 performance rights with a relative TSRperformance hurdle for the three years to 30 June 2021;b. 102,524 performance rights with a compound annualEPS growth rate performance hurdle for the three yearsto 30 June 2021; andc. 102,525performancerightswithascorecardperformance hurdle for the three years to 30 June 2021.A continued employment condition to 30 June 2022 appliesto each tranche.
Nature of changeExample: on-market trade, off-market trade, exerciseof options, issue of securities under dividendreinvestment plan, participation in buy-back	Participation in pro-rata entitlement offer announced to themarket on 21 July 2020

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)

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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.

01/01/2011 Appendix 3Y Page 3