DOWNER EDI LIMITED — Director's Dealing 2023

Aug 17, 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	3 February 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
Nature of indirect interest(including registered holder)Note: Provide details of the circumstancesgiving rise to the relevant interest.
Date of change	17 August 2023
No. of securities held prior tochange	286,004 ordinary shares.239,758 performance rights, each representing a right to oneordinary share, comprising:1.2021 LTI Plan – 146,079 performance rights. The grant iscomprised of three tranches:a. 48,693 performance rights with a relative TSR performancehurdle for the three years to 30 June 2023;b. 48,693 performance rights with a compound annual EPSgrowth rate performance hurdle for the three years to 30June 2023; andc. 48,693 performance rights with a scorecard performancehurdle for the three years to 30 June 2023.A continued employment condition to 30 June 2024 applies toeach tranche.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	2.2022 LTI Plan – 93,679 performance rights. The grant iscomprised of three tranches:a. 31,226 performance rights with a relative TSR performancehurdle for the three years to 30 June 2024;b. 31,226 performance rights with a compound annual EPSgrowth rate performance hurdle for the three years to 30June 2024; andc. 31,227 performance rights with a scorecard performancehurdle for the three years to 30 June 2024.A continued employment condition to 30 June 2025 applies toeach tranche.
Class	Performance rights
Number acquired	24,347 performance rights granted to Mr Tompkins under the LTIPlan (2021 Plan) have met the relevant performance hurdles andhave become provisionally qualified.
Number disposed	121,732 performance rights granted to Mr Tompkins under the LTIPlan (2021 Plan) have not met the relevant performance hurdlesand have been forfeited.
Value/ConsiderationNote: If consideration is non-cash, providedetails and estimated valuation	Not applicable
No. of securities held afterchange	286,004 ordinary shares.239,758 performance rights, each representing a right to oneordinary share, comprising:1.2021 LTI Plan24,347 performance rights which have met the relevantperformance condition and remain subject to a continuedemployment condition to 30 June 2024.2.2022 LTI Plan – 93,679 performance rights. The grant iscomprised of three tranches:a.31,226 performance rights with a relative TSR performancehurdle for the three years to 30 June 2024;b. 31,226 performance rights with a compound annual EPSgrowth rate performance hurdle for the three years to 30June 2024; andc. 31,227 performance rights with a scorecard performancehurdle for the three years to 30 June 2024.A continued employment condition to 30 June 2025 applies toeach tranche.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Nature of change 24,347 performance rights granted to Mr Tompkins under the LTI Example: on-market trade, off-market trade, Plan (2021 Plan) have met the relevant performance hurdles and exercise of options, issue of securities under have become provisionally qualified. dividend reinvestment plan, participation in buy-back 121,732 performance rights granted to Mr Tompkins under the LTI Plan (2021 Plan) have not met the relevant performance hurdles and have been forfeited.

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 detailedabove traded during a+closed period where prior writtenclearance was required?	No
If so, was prior written clearance provided to allow thetrade to proceed during this period?	N/A
If prior written clearance was provided, on what date wasthis provided?	N/A

• See chapter 19 for defined terms.

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