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 Grant Anthony Fenn Date of last notice 23 October 2020 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: 795,809 ordinary shares) Indirect: 1,253,963 ordinary shares and 318,175 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 17 August 2021. No. of securities held prior to change 2,049,772 ordinary shares. 625,748 performance rights, each representing a right to one ordinary share, comprising of: 1. 2019 LTI Plan - 307,573 performance rights. The grant is comprised of three tranches: a. 102,524 performance rights with a relative TSR performance hurdle for the three years to 30 June 2021; b. 102,524 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2021; and c. 102,525 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. 2. 2020 LTI Plan - 318,175 performance rights. The grant is comprised of three tranches: a. 106,058 performance rights with a relative TSR performance hurdle for the three years to 30 June 2021; b. 106,058 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2021; and c. 106,059 performance rights with a scorecard performance hurdle for the three years to 30 June 2022. A continued employment condition to 30 June 2023 applies to each tranche. Class Performance rights Number acquired Nil Number disposed 307,573 performance rights granted to Mr Fenn under the LTI Plan (2019 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 2,049,772 ordinary shares. 318,175 performance rights, each representing a right to one ordinary share, comprising of: 1. 2020 LTI Plan - 318,175 performance rights. The grant is comprised of three tranches: a. 106,058 performance rights with a relative TSR performance hurdle for the three years to 30 June 2021; b. 106,058 performance rights with a compound annual EPS growth rate performance hurdle for the three years to 30 June 2021; and c. 106,059 performance rights with a scorecard performance hurdle for the three years to 30 June 2022. A continued employment condition to 30 June 2023 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 307,573 performance rights granted to Mr Fenn under the LTI Plan (2019 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:00377499 For:DOW Type:SHINTR Time:2021-08-18 12:50:43