DOWNER EDI LIMITED — Major Shareholding Notification 2007

Sep 20, 2007

20 September 2007

BY FAX - ORIGINAL IN POST (61 2 9251 4845)

Downer EDI Limited Level 3 190 George Street Sydney NSW 2000

Re: Notice of Change in Interests of Substantial Shareholder under Section 671B

Corporate Secretary:

Enclosed is a Notice of Change in Interests of Substantial Shareholder Under Section 671B dated 19 September 2007. Please note that a copy of this report has been sent to the Australian Stock Exchange.

Neither the Capital Group Companies, Inc. nor any of its affiliates own shares of your company for its own account. Rather, the shares reported on Form 604 are owned by accounts under the discretionary investment management of one or more of the investment management companies that make up the Capital Group Companies, Inc.

For the purposes of this Notice an outstanding share balance of 321,101,325 shares was used to calculate the percentages of holdings of the relevant share capital. We believe this outstanding share balance is current; however, if this number is not accurate, please contact us as soon as possible so that we may make the necessary revisions to this Notice.

Should you have questions or require additional information, please contact Gina Martinez or Vivien Tan at (213) 615-0469, or send a fax message to (213) 486-9698. Alternatively, you may contact us via E-mail at GRGroup@capgroup.com.

Regards,

Christopher Aquino Compliance Associate

604 page Page 1 of 2

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Downer EDI Limited ACN/ARSN 1. Details of substantial holder(1) Name The Capital Group Companies, Inc. ACN/ARSN (if applicable) n/a There was a change in the interests 19 September 2007 of the substantial holder on The previous notice was given 21 August 2007 to the company on The previous notice was dated 20 August 2007

The shares reported were owned by accounts under the discretionary investment management of 1 investment management company (Capital Research and Management Company) which is a direct or indirect subsidiary of The Capital Group Companies, Inc., 333 South Hope Street, 55th Floor, Los Angeles, California 90071.

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person'svotes	Voting power(5)	Person'svotes	Voting power(5)
Ordinary Shares	16,990,515 shares	5.2913%	20,298,175shares	6.3214%

The shares being reported under this section are owned by accounts under the discretionary investment management of 1 investment management company (Capital Research and Management Company) which is a direct or indirect subsidiary of The Capital Group Companies, Inc., 333 South Hope Street, 55th Floor, Los Angeles, California 90071.

604 page Page 2 of 2

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of	Person whose	Nature of	Consideration given in	Class and number	Person's
change	relevant interest	change (6)	relation to change (7)	of securities	votes
	changed			affected	affected
21 August	The Capital Group	Acquisition	Average price of 6.1623	3,307,660	3,307,660
2007 thru	Companies, Inc.	of shares	AUD	Ordinary Shares
19
September
2007

See Annexure A dated 20 August 2007

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of	Registered holder of	Person entitled to	Nature of relevant	Class and	Person's votes
relevant	securities	be registered as	interest (6)	number of
interest		holder(8)		securities
		none
	See Annexure A dated 19 September 2007 (copy attached)

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if	Nature of association
applicable)
N/A	N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name Address The Capital Group Companies, Inc. 333 South Hope Street, 55 th Floor Los Angeles, CA 90071

Signature

print name: Liliane Corzo

Capacity: Associate Counsel

date

20 September 2007

sign here __________________

Annexure “A”

This is the Annexure of 1 page marked Annexure “A” referred to in Form 604 signed by this corporation dated 19 September 2007.

The Capital Group Companies, Inc.

By: ______________________________________ Liliane Corzo Associate Counsel

Australia Annexure Downer EDI Limited

19 September 2007

CG Investment Management CompanyCapital Research and Management CompanyGRAND TOTAL	Account NumberNumber of Shares110000144,455,3451100003515,445,30911000074191,39611000075206,12520,298,17520,298,175	% Held6.32%

Nominee List

Downer EDI Limited 19 September 2007

Nominee Name

Nominee Name
Chase Manhattan Bank Australia Limited
Level 36 World Trade Centre
Jamison Street
Sydney, NSW 2000 Australia
11000014	4,455,345
Total Shares:	4,455,345
Westpac Custodian Nominees
50 Pitt Street, 8th Floor
Sydney, NSW 2000
Australia
11000035	15,445,309
11000074	191,396
11000075	206,125
Total Shares:	15,842,830