DOWNER EDI LIMITED — Director's Dealing 2023

Feb 27, 2023

Appendix 3Z Final Director’s Interest Notice

Rule 3.19A.3

Appendix 3Z

Final 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 30/9/2001.

Name of entity Downer EDI Limited ABN 97 003 872 848

We (the entity) give ASX the following information under listing rule 3.19A.3 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	30 September 2022
Date that director ceased to be director	27 February 2023

Part 1 – Director’s relevant interests in securities of which the director is the registered holder

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.

Number & class of securities

2,049,795,809 ordinary shares.

959,031 performance rights, each representing a right to one ordinary share.

• See chapter 19 for defined terms.

11/3/2002

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Appendix 3Z Final Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

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.

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interestNote: Provide details of the circumstances giving riseto the relevant interestGrant Anthony FennBeneficial interest in securities heldby CPU Share Plans Pty Ltd(Trustee of the Downer EDI LimitedDeferred Employee Share Plan).

Number & class of securities2,049,795,809 ordinary shares.959,031 performance rights, each representing aright to one ordinary share, comprising of:1. 2021 LTI Plan – 584,317 performance rights.The grant is comprised of three tranches:a. 194,772 performance rights with a relativeTSR performance hurdle for the threeyears to 30 June 2023;b. 194,772performancerightswithacompound annual EPS growth rateperformance hurdle for the three years to30 June 2023; andc. 194,773performancerightswithascorecard performance hurdle for thethree years to 30 June 2023.A continued employment condition to 30 June2024 applies to each tranche.2. 2022 LTI Plan – 374,714 performance rights.The grant is comprised of three tranches:a. 124,905 performance rights with a relativeTSR performance hurdle for the threeyears to 30 June 2024;b. 124,905performancerightswithacompound annual EPS growth rateperformance hurdle for the three years to30 June 2024; andc. 124,904performancerightswithascorecard performance hurdle for thethree years to 30 June 2024.A continued employment condition to 30 June2025 applies to each tranche.

• See chapter 19 for defined terms.

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Appendix 3Z Final Director’s Interest Notice

Part 3 – Director’s interests in contracts

Detail of contract	Nil
Nature of interest
Name of registered holder(if issued securities)
No. and class of securities to whichinterest relates

• See chapter 19 for defined terms.

11/3/2002

Appendix 3Z Page 3