DOWNER EDI LIMITED — Major Shareholding Notification 2007

Aug 21, 2007

21 August 2007

BY FAX - ORIGINAL IN POST

(61 2 9251 4845)

Downer EDI Limited Level 3 190 George Street Sydney NSW 2000

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

Corporate Secretary:

Enclosed is a Form 603 dated 20 August 2007. Please note that a copy of this report has been sent to the Australian Stock Exchange.

The Capital Group Companies, Inc. (“CGC”) is the parent company of Capital Research and Management Company (“CRMC”). CRMC is a U.S.-based investment management company that manages The American Funds Group of mutual funds. CGC is also the parent company of Capital Group International, Inc. (“CGII”), which in turn is the parent company of five investment management companies: Capital Guardian Trust Company, Capital International, Inc., Capital International Limited, Capital International S.A. and Capital International K.K. Each of these investment management companies acts separately from the others and from CGC in exercising investment discretion over its managed accounts.

Neither CGC nor any of its affiliates own shares of your company for its own account. Rather, the shares reported on Form 603 are owned by accounts under the discretionary investment management of one or more of the investment management companies described above.

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,

Vivien Tan Compliance Specialist

603 page Page 1 of 2

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme

Downer EDI Limited

ACN/ARSN

1. Details of substantial holder (1)

The Capital Group Companies, Inc. n/a

Name ACN/ARSN (if applicable) n/a The holder became a substantial holder on

20 August 2007

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class ofsecurities (4)	Numberofsecurities	Person'svotes (5)	Voting power(6)
Ordinary Shares	16,990,515	16,990,515	5.29%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
The CapitalGroup Companies,Inc.	Became a substantialshareholder	16,990,515 Ordinary Shares

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.

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevantinterest	Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Class andnumberof securities
		none
SeeAnnexureAdated20August2007(copy attached)

603 page Page 2 of 2

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class andnumber ofsecurities
		Cash	Non-cash
The Capital GroupCompanies,Inc.	08/8/2007 to 20/8/2007	Average price of 5.2453		9,990,515Ordinary Shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

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

The company (Capital Research and Management Company) referred to in paragraph 1(a) is a wholly owned direct or indirect subsidiary of The Capital Group Companies, Inc.

7. Addresses

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

Name	Address
The Capital Group Companies, Inc.	333 South Hope Street, 55thFloorLosAngeles, CA90071

Signature

print name: Liliane Corzo

Capacity: Associate Counsel

sign here ________________________

Date: 21 August 2007

Annexure “A”

This is the Annexure of 1 page marked Annexure “A” referred to in Form 603 (initial) signed by this corporation dated 20 August 2007.

The Capital Group Companies, Inc.

By: ______________________________________ Liliane Corzo Associate Counsel

Australia Annexure Downer EDI Limited

20 August 2007

CG Investment Management CompanyCapital Research and Management CompanyGRAND TOTAL	Account NumberNumber of Shares110000143,840,3581100003512,807,50311000074164,97911000075177,67516,990,51516,990,515	% Held5.29%

Nominee List

Downer EDI Limited 20 August 2007

Nominee Name

Nominee Name
Chase Manhattan Bank Australia Limited
Level 36 World Trade Centre
Jamison Street
Sydney, NSW 2000 Australia
11000014	3,840,358
Total Shares:	3,840,358
Westpac Custodian Nominees
50 Pitt Street, 8th Floor
Sydney, NSW 2000
Australia
11000035	12,807,503
11000074	164,979
11000075	177,675
Total Shares:	13,150,157