DOWNER EDI LIMITED — Director's Dealing 2020

Aug 6, 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.

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 ordinaryshares and 646,097 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	4 August 2020.
No. of securities held prior to change	1,582,218 ordinary shares.923,646 performance rights, each representing a right to oneordinary share, comprising of:1.2017 LTI Plan289,695 performance rights which have met the relevantperformance condition and remain subject to a continuedemployment condition to 30 June 2020.2.2018 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; and

• 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)	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 performance rights with a relative TSRperformance hurdle for the three years to 30 June 2021;b. 100,597 performance rights with a compound annualEPS growth rate performance hurdle for the three yearsto 30 June 2021; andc. 100,597performancerightswithascorecardperformance hurdle for the three years to 30 June 2021.A continued employment condition to 30 June 2022 appliesto each tranche.
Class	Ordinary shares
Number acquired	295,246 shares were allocated after provisionally qualifiedperformance rights granted under the 2017 LTI plan met theremaining 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 annualEPS 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

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change(continued)	2.2019 LTI Plan – 307,573 performance rights. The grant iscomprised of three tranches:
	a. 102,524 performance rights with a relative TSR
	performance hurdle for the three years to 30 June 2021;
	b. 102,524 performance rights with a compound annual
	EPS growth rate performance hurdle for the three years
	to 30 June 2021; and
	c. 102,525performancerightswithascorecard
	performance hurdle for the three years to 30 June 2021.
	A continued employment condition to 30 June 2022 applies
	to each tranche.
Nature of change	Adjustment to the number of performance rights calculated to
Example: on-market trade, off-market trade, exercise	reflect the discount to the market price of Downer shares
of options, issue of securities under dividendreinvestment plan, participation in buy-back	offered to shareholders in the Company’s Entitlement Offerannounced on 21 July 2020 as follows:
	•5,551 under the 2017 LTI Plan
	•6,364 under the 2018 LTI Plan
	•5,782 under the 2019 LTI Plan
	The adjustment factor of 0.9812 that has been used to
	determine the number of additional performance rights under
	the 2017, 2018 and 2019 LTI Plans is based on the theoretical
	ex-rights price (TERP) of $4.18 divided by the last share price
	prior to the announcement of the Entitlement Offer.
	295,246 performance rights granted to Mr Fenn under the LTI
	Plan (2017 Plan) have met the relevant performance hurdles and
	have become provisionally qualified.

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