Change of Director’s Interest Notice

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 Grant Anthony Fenn Date of last notice 20 August 2019 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 (961,478 ordinary shares) & Indirect (620,740 ordinary shares and 923,646 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 28 August 2019. No. of securities held prior to change 1,582,218 ordinary shares. 1,137,477 performance rights, each representing a right to one ordinary share, comprising of: 1. 2017 LTI Plan - 503,526 performance rights. The grant is comprised of three tranches: a. 167,842 performance rights with a relative TSR performance hurdle for the three years to 30 June 2019; b. 167,842 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2019; and c. 167,842 performance rights with a scorecard performance hurdle for the three years to 30 June 2019. A continued employment condition to 30 June 2020 applies to each tranche. No. of securities held prior to change (continued) 2. 2018 LTI Plan - 332,160 performance rights. The grant is comprised of three tranches: a. 110,720 performance rights with a relative TSR performance hurdle for the three years to 30 June 2020; b. 110,720 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2020; and c. 110,720 performance rights with a scorecard performance hurdle for the three years to 30 June 2020. A continued employment condition to 30 June 2021 applies to each tranche. 3. 2019 LTI Plan - 301,791 performance rights. The grant is comprised of three tranches: a. 100,597 performance rights with a relative TSR performance hurdle for the three years to 30 June 2021; b. 100,597 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2021; and c. 100,597 performance rights with a scorecard performance hurdle for the three years to 30 June 2021. A continued employment condition to 30 June 2022 applies to each tranche. Class Ordinary shares Number acquired 289,695 performance rights granted to Mr Fenn under the LTI Plan (2017 Plan) have met the relevant performance hurdles and have become provisionally qualified. Number disposed 213,831 performance rights granted to Mr Fenn under the LTI Plan (2017 Plan) have not met the relevant performance hurdles and have been forfeited. Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation Not applicable No. of securities held after change 1,582,218 ordinary shares. 923,646 performance rights, each representing a right to one ordinary share, comprising of: 1. 2017 LTI Plan 289,695 performance rights which have met the relevant performance condition and remain subject to a continued employment condition to 30 June 2020. 2. 2018 LTI Plan - 332,160 performance rights. The grant is comprised of three tranches: a. 110,720 performance rights with a relative TSR performance hurdle for the three years to 30 June 2020; b. 110,720 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2020; and c. 110,720 performance rights with a scorecard performance hurdle for the three years to 30 June 2020. A continued employment condition to 30 June 2021 applies to each tranche. 3. 2019 LTI Plan - 301,791 performance rights. The grant is comprised of three tranches: a. 100,597 performance rights with a relative TSR performance hurdle for the three years to 30 June 2021; b. 100,597 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2021; and c. 100,597 performance rights with a scorecard performance hurdle for the three years to 30 June 2021. A continued employment condition to 30 June 2022 applies to each tranche. Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back 289,695 performance rights granted to Mr Fenn under the LTI Plan (2017 Plan) have met the relevant performance hurdles and have become provisionally qualified. 213,831 performance rights granted to Mr Fenn under the LTI Plan (2017 Plan) have not met the relevant performance hurdles and have been forfeited. 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. 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 Part 3 - +Closed period Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? No If so, was prior written clearance provided to allow the trade to proceed during this period? N/A If prior written clearance was provided, on what date was this provided? N/A End CA:00339988 For:DOW Type:SHINTR Time:2019-08-29 08:31:13