DOWNER EDI LIMITED

24 December 2009

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 23 December 2009. 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 purpose of this Notice, an outstanding share balance of 333,681,857 shares was used to calculate the percentage 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 [email protected].

Regards,

Gina Martinez Compliance Manager

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 of the substantial holder on 23 December 2009 The previous notice was given to the company on 21 September 2009 The previous notice was dated 18 September 2009

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 {OR Stapled Securities}	25,028,518 shares	7.5597%	21,863,345 shares	6.5522%

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 change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
21 Sept 09 Through 23Dec 09	The Capital Group Companies, Inc.	Disposition of Shares	Average price of 8.7749 AUD	3,165,173 Ordinary Shares	3,165,173

See Annexure A dated 18 September 2009

4. Present relevant interests

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

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder(8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
		none
See Annexure A dated 23 December 2009 (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 applicable)	Nature of association
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 LosAngeles, CA90071
Signature print name: Walter R. Burkley sign here______	Capacity: Senior Counsel date 24 December 2009

Annexure “A”

This is the Annexure of 1 page marked Annexure “A” referred to in Form 604 signed by this corporation dated 23 December 2009.

The Capital Group Companies, Inc.

By: ________ Walter R. Burkley Senior Counsel

Australia Annexure

23 December 2009

CG Investment Management Company Capital Research and Management Company GRAND TOTAL	Account Number 11000014 11000035 11000074 11000075		Number of Shares 6,000,000 13,901,345 290,000 1,672,000 21,863,345 21,863,345	% Held
				6.55%

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