DOWNER EDI LIMITED — Director's Dealing 2024

Aug 27, 2024

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	8 July 2024

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: 207,712 ordinary shares and 808,606 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	23 August 2024

• 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	306,136 ordinary shares. 832,953 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 and board approval. 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 and board approval applies to each tranche. 3. 2023 LTI Plan 234,479 performance rights. The grant is comprised of three tranches: a. 78,160 performance rights with a relative TSR performance hurdle for the three years to 30 June 2025; b. 78,160 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2025; and c. 78,159 performance rights with a scorecard performance hurdle for the three years to 30 June 2025. A continued employment condition to 30 June 2026 and board approval applies to each tranche. 4. 2024 LTI Plan 480,448 performance rights. The grant is comprised of three tranches: a. lo160,149 performance rights with a relative TSR performance hurdle for the three years to 30 June 2026; b. 160,149 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2026; and c. 160,150 performance rights with a scorecard performance hurdle for the three years to 30 June 2026. A continued employment condition to 30 June 2027 and board approval applies to each tranche.
Class	Ordinary shares
Number acquired	24,347 ordinary shares were allocated after provisionally qualified performance rights granted under the 2021 LTI plan met the remaining conditions and vested.
Number disposed	24,347 performance rights vested and were exercised to 24,347 ordinary shares.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Not applicable
No. of securities held after change	330,483 ordinary shares. 808,606 performance rights, each representing a right to one ordinary share, comprising: 1. 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 and board approval applies to each tranche. 2. 2023 LTI Plan 234,479 performance rights. The grant is comprised of three tranches: a. 78,160 performance rights with a relative TSR performance hurdle for the three years to 30 June 2025; b. 78,160 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2025; and c. 78,159 performance rights with a scorecard performance hurdle for the three years to 30 June 2025. A continued employment condition to 30 June 2026 and board approval applies to each tranche. 3. 2024 LTI Plan 480,448 performance rights. The grant is comprised of three tranches: a. 160,149 performance rights with a relative TSR performance hurdle for the three years to 30 June 2026; b. 160,149 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2026; and c. 160,150 performance rights with a scorecard performance hurdle for the three years to 30 June 2026.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	24,347 performance rights granted to Mr Tompkins under the LTI Plan (2021 Plan) vested and were exercised to 24,347 ordinary shares.

• See chapter 19 for defined terms.

Appendix 3Y Page 3

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.

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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
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Part 3 –[+] Closed period

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Were the interests in the securities or contracts detailed No
above traded during a [+] closed period where prior written
clearance was required?
If so, was prior written clearance provided to allow the N/A
trade to proceed during this period?
If prior written clearance was provided, on what date was N/A
this provided?
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• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011