DOWNER EDI LIMITED — Director's Dealing 2023

Sep 24, 2023

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	Peter John Tompkins
Date of last notice	18 August 2023

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: 122,771 ordinary shares Indirect: 183,365 ordinary shares and 118,026 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	21 September 2023

• See chapter 19 for defined terms.

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change	286,004 ordinary shares. 118,026 performance rights, each representing a right to one ordinary share, comprising: 1. 2021 LTI Plan 24,347 performance rights which have met the relevant performance condition and remain subject to a continued employment condition to 30 June 2024. 2. 2022 LTI Plan – 93,679 performance rights. The grant is comprised of three tranches: a. 31,226 performance rights with a relative TSR performance hurdle for the three years to 30 June 2024; b. 31,226 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2024; and c. 31,227 performance rights with a scorecard performance hurdle for the three years to 30 June 2024. A continued employment condition to 30 June 2025 applies to each tranche.
Class	Ordinary Shares
Number acquired	20,132 Ordinary Shares.
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$4.10 per share
No. of securities held after change	306,136 ordinary shares. 118,026 performance rights, each representing a right to one ordinary share, comprising: 1. 2021 LTI Plan 24,347 performance rights which have met the relevant performance condition and remain subject to a continued employment condition to 30 June 2024. 2. 2022 LTI Plan – 93,679 performance rights. The grant is comprised of three tranches: a. 31,226 performance rights with a relative TSR performance hurdle for the three years to 30 June 2024; b. 31,226 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2024; and c. 31,227 performance rights with a scorecard performance hurdle for the three years to 30 June 2024. A continued employment condition to 30 June 2025 applies to each tranche.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	20,132 Ordinary Shares have been allocated to Mr Tompkins from the employee share plan trust in satisfaction of his Second Deferred Component of his short-term incentive award for the 2021 financial year.

• 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

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 3