DOWNER EDI LIMITED — Director's Dealing 2021

Aug 17, 2021

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	23 October 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: 795,809 ordinary shares)
	Indirect: 1,253,963 ordinary shares and 318,175 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	17 August 2021.
No. of securities held prior to change	2,049,772 ordinary shares.
	625,748 performance rights, each representing a right to one
	ordinary share, comprising of:
	1. 2019 LTI Plan – 307,573 performance rights. The grant is
	comprised 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. 102,525 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.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

	2. 2020 LTI Plan – 318,175 performance rights. The grant iscomprised of three tranches:a. 106,058 performance rights with a relative TSRperformance hurdle for the three years to 30 June 2021;b. 106,058 performance rights with a compound annualEPS growth rate performance hurdle for the three yearsto 30 June 2021; andc. 106,059 performance rights with a scorecardperformance hurdle for the three years to 30 June 2022.A continued employment condition to 30 June 2023 appliesto each tranche.
Class	Performance rights
Number acquired	Nil
Number disposed	307,573 performance rights granted to Mr Fenn under the LTIPlan (2019 Plan) have not met the relevant performance hurdlesand have been forfeited.
Value/ConsiderationNote: If consideration is non-cash, provide detailsand estimated valuation	Not applicable.
No. of securities held after change	2,049,772 ordinary shares.318,175 performance rights, each representing a right to oneordinary share, comprising of:1. 2020 LTI Plan – 318,175 performance rights. The grant iscomprised of three tranches:a. 106,058 performance rights with a relative TSRperformance hurdle for the three years to 30 June2021;b. 106,058 performance rights with a compound annualEPS growth rate performance hurdle for the three yearsto 30 June 2021; andc. 106,059 performance rights with a scorecardperformance hurdle for the three years to 30 June 2022.A continued employment condition to 30 June 2023 appliesto each tranche.
Nature of changeExample:on-markettrade,off-markettrade,exercise of options, issue of securities underdividend reinvestment plan, participation in buy-back	307,573 performance rights granted to Mr Fenn under the LTIPlan (2019 Plan) have not met the relevant performance hurdlesand have been forfeited.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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

Part 3 –+Close	Part 3 –+Close	d period	d period	d period	d period
Were the inteabove traded
	Were the inteabove traded
		rests in the securities ordurin a+closed period w	contracts detailedhere prior written	No
	**clearance was **	g**reuired? **
		**q **
	If so was rio	written clearance rovided	to allow the trade	N/A
	, pt d d	pthi id?
	o procee ur	ng s pero
	f			N/A
	I prior written clearance was provided, on what date was thisprovided?

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3